New Destiny Mining Corp. — Capital/Financing Update 2021

Jan 8, 2021

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

AMONG

SOURCE ENERGY SERVICES CANADA LP as Borrower

AND

BANK OF MONTREAL, SCOTIABANK ASSET FINANCE, A DIVISION OF THE BANK OF NOVA SCOTIA and such other persons as become parties hereto as lenders,

as Lenders

AND

BANK OF MONTREAL as Agent for the Lenders

MADE AS OF DECEMBER 30, 2020

Bank of Montreal as Sole Arranger and Sole Bookrunner

TABLE OF CONTENTS

	ARTICLE 1 INTERPRETATION 2
1.1	Definitions 2
1.2	Headings; Articles and Sections 56
1.3	Number; persons; including; successors 56
1.4	Accounting Terms and Principles 56
1.5	Accounting Principles 57
1.6	References to Agreements and Enactments 58
1.7	Per Annum Calculations 58
1.8	Schedules 58
1.9	Amendment and Restatement 59
	ARTICLE 2 THE CREDIT FACILITIES 60
2.1	The Credit Facilities 60
2.2	Types of Availments 61
2.3	Purpose 61
2.4	Availability and Nature of the Credit Facilities 61
2.5	Minimum Drawdowns 63
2.6	Libor Loan Availability 63
2.7	Notice Periods for Drawdowns, Conversions and Rollovers 63
2.8	Conversion Option 64
2.9	Libor Loan Rollovers; Selection of Libor Interest Periods 64
2.10	Rollovers and Conversions not Repayments 64
2.11	Agent's Obligations with Respect to Canadian Prime Rate Loans, U.S. Base
	Rate Loans and Libor Loans 65
2.12	Lenders' and Agent's Obligations with Respect to Canadian Prime Rate
	Loans, U.S. Base Rate Loans and Libor Loans 65
2.13	Irrevocability 65
2.14	Optional Cancellation or Reduction of Operating Facility 65
2.15	Optional Repayment of Credit Facilities 66
2.16	Mandatory Repayment and Reduction of Credit Facilities 67
2.17	Additional Repayment Terms 69
2.18	Hedging with Lenders and Hedging Affiliates 70
2.19	Borrowing Base Limit on Operating Facility; Determinations of Borrowing
	Base 70
2.20	Reserves 71
2.21	Replacement of Lenders 72
2.22	Currency Excess 74
2.23	Accordion Option 74

	ARTICLE 3 CONDITIONS PRECEDENT TO DRAWDOWNS 76
3.1	Conditions Precedent to Credit Agreement 76
3.2	Conditions for Drawdowns 79
3.3	Waiver 80
	ARTICLE 4 EVIDENCE OF DRAWDOWNS 80
4.1	Account of Record 80
	ARTICLE 5 PAYMENTS OF INTEREST AND FEES 80
5.1	Interest on Canadian Prime Rate Loans 80
5.2	Interest on U.S. Base Rate Loans 81
5.3	Interest on Libor Loans 81
5.4	Interest Act (Canada); Conversion of 360 Rates 82
5.5	Nominal Rates; No Deemed Reinvestment 82
5.6	Standby Fees 82
5.7	Agent's Fees 83
5.8	Upfront Fee 83
5.9	Intentionally Deleted 83
	5.10 Field Examination Fees 83
	5.11 Monthly Administration Fees 83
	5.12 Interest on Overdue Amounts 84
	5.13 Waiver 84
	5.14 Maximum Rate Permitted by Law 84
	ARTICLE 6 BANKERS' ACCEPTANCES 84
6.1	Bankers' Acceptances 84
6.2	Fees 84
6.3	Form and Execution of Bankers' Acceptances 85
6.4	Power of Attorney; Provision of Bankers' Acceptances to Lenders 86
6.5	Mechanics of Issuance 88
6.6	Rollover, Conversion or Payment on Maturity 89
6.7	Restriction on Rollovers and Conversions 90
6.8	Rollovers 90
6.9	Conversion into Bankers' Acceptances 91
	6.10 Conversion from Bankers' Acceptances 91
	6.11 BA Equivalent Advances 91
	6.12 Termination of Bankers' Acceptances 92
	6.13 Borrower Acknowledgements 92

	ARTICLE 7 LETTERS OF CREDIT 92
7.1	Availability 92
7.2	Currency, Type, Form and Expiry 92
7.3	No Conversion 93
7.4	Fronted LC Provisions 93
7.5	Records 94
7.6	Reimbursement or Conversion on Presentation; 94
7.7	Fronting Lender Indemnity 95
7.8	Fees and Expenses 96
7.9	Additional Provisions 96
7.10	Certain Notices to the Agent with Respect to Letters of Credit 100
	ARTICLE 8 PLACE AND APPLICATION OF PAYMENTS 100
8.1	Place of Payment of Principal, Interest and Fees; Payments to Agent 100
8.2	Designated Accounts of the Lenders 101
8.3	Funds 101
8.4	Application of Payments 101
8.5	Payments Clear of Taxes 102
8.6	Set Off 103
	ARTICLE 9 REPRESENTATIONS AND WARRANTIES 104
9.1	Representations and Warranties 104
9.2	Deemed Repetition 114
9.3	Other Documents 115
9.4	Effective Time of Repetition 115
9.5	Nature of Representations and Warranties 115
	ARTICLE 10 GENERAL COVENANTS 115
10.1	Affirmative Covenants of the Borrower 115
10.2	Negative Covenants of the Borrower 132
10.3	Financial Covenants 139
10.4	Agent May Perform Covenants 140
	ARTICLE 11 SECURITY 140
11.1	Security on all Assets 140
11.2	Registration 143
11.3	Forms 143
11.4	Continuing Security 144
11.5	Dealing with Security 144

11.7	Release and Discharge of Security 144
11.8	Transfer of Security 145
11.9	Permitted Encumbrances and Permitted Debt 145
11.10	Hedging Affiliates and Bank Product Providers 146
11.11	Security for Hedging with Former Lenders 146
	ARTICLE 12 EVENTS OF DEFAULT AND ACCELERATION 147
12.1	Events of Default 147
12.2	Acceleration 153
12.3	Remedies Cumulative and Waivers 153
12.4	Termination of Lenders' Obligations 154
12.5	Acceleration of All Lender Obligations 154
12.6	Cash Collateral Accounts 154
12.7	Application and Sharing of Payments Following Acceleration 155
12.8	Calculations as at the Adjustment Time 156
12.9	Sharing Repayments 156
12.10	Adjustments Among Lenders under Operating Facility 156
	ARTICLE 13 CHANGE OF CIRCUMSTANCES 158
13.1	Market Disruption Respecting Libor Loans 158
13.2	CDOR Rate Discontinuance 160
13.3	Market Disruption Respecting Bankers' Acceptances 162
13.4	Change in Law 163
13.5	Prepayment of Portion 165
13.6	Illegality 166
13.7	Sanctions Laws Indemnity 166
13.8	Effect of Benchmark Discontinuance Event 167
	ARTICLE 14 COSTS, EXPENSES AND INDEMNIFICATION 168
14.1	Costs and Expenses 168
14.2	General Indemnity 168
14.3	Environmental Indemnity 169
14.4	Judgment Currency 170
14.5	Limits on Liability of Indemnified Parties 171
ARTICLE 15	THE AGENT AND ADMINISTRATION OF THE	CREDIT
	FACILITIES 171
15.1	Authorization and Action 171
15.2	Procedure for Making Loans 172
15.3	Remittance of Payments 174
15.4	Redistribution of Payment 174

15.5	Duties and Obligations 176
15.6	Prompt Notice to the Lenders 177
15.7	Agent's and Lenders' Authorities 177
15.8	Lender Credit Decision 178
15.9	Indemnification of Agent 178
15.10	Successor Agent 179
15.11	Taking and Enforcement of Remedies 179
15.12	Reliance Upon Agent 180
15.13	No Liability of Agent 180
15.14	The Agent and Defaulting Lenders 181
15.15	Article for Benefit of Agent and Lenders 182
15.16	No Partnership 182
	ARTICLE 16 GENERAL 182
16.1	Exchange and Confidentiality of Information 182
16.2	Nature of Obligation under this Agreement; Defaulting Lenders 184
16.3	Notices 188
16.4	Governing Law 190
16.5	Benefit of the Agreement 190
16.6	Assignment 190
16.7	Participations 191
16.8	Severability 191
16.9	Whole Agreement 191
16.10	Amendments and Waivers 191
16.11	Further Assurances 192
16.12	Attornment 193
16.13	Time of the Essence 193
16.14	Credit Agreement Governs 193
16.15	Anti-Money Laundering Laws 193
16.16	Platform 194
16.17	USA Patriot Act 194
16.18	Liability of Limited Partners 195
16.19	Financial Assistance under Business Corporations Act (Alberta) 195
16.20	Counterparts 195
16.21	Electronic Execution 195

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

THIS AGREEMENT is made as of December 30, 2020

AMONG:

SOURCE ENERGY SERVICES CANADA LP, a limited partnership formed under the laws of the Province of Alberta (hereinafter referred to as the "Borrower"),

OF THE FIRST PART,

• and -

BANK OF MONTREAL, SCOTIABANK ASSET FINANCE, A DIVISION OF THE BANK OF NOVA SCOTIA, together with such other persons as become parties hereto as lenders, (hereinafter sometimes collectively referred to as the "Lenders" and sometimes individually referred to as a "Lender"),

OF THE SECOND PART,

• and -

BANK OF MONTREAL, as Agent,

OF THE THIRD PART.

WHEREAS the Borrower and Bank of Montreal are parties to the Existing Credit Agreement;

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

AND WHEREAS the Lenders have agreed to provide the Credit Facilities to the Borrower on the terms and conditions herein set forth;

AND WHEREAS the Lenders wish the Agent to act on their behalf with regard to certain matters associated with the Credit Facilities;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby conclusively acknowledged by each of the parties hereto, the parties hereto covenant and agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

(1) In this Agreement, unless something in the subject matter or context is inconsistent therewith:

"ABL Collateral" means all Collateral of each Loan Party or in which such Loan Party now has or at any time in the future may acquire any right, title or interest, consisting of the following:

• (a) all Receivables (other than Receivables arising from the sale or disposition of Senior Secured Collateral);
• (b) all Inventory (including any and all returned or repossessed merchandise or other goods which by sale resulted in Receivables);
• (c) the Sand Crusher;
• (d) Other Collateral;
• (e) books, records, ledger cards, files, correspondence, invoices, documents, papers, agreements, electronically recorded data, computer programs, tapes, disks and related software (owned by a Loan Party or in which a Loan Party has an interest, including any and all access codes in respect thereof) that at any time evidence or contain information relating to any Receivables, Inventory, Other Collateral or Policies of a Loan Party or are otherwise necessary in the collection thereof or realization thereupon;
• (f) guarantees, letters of credit, letters of guarantee and encumbrances on real or personal property of any other Person that at any time in any way secure, guarantee or support any Receivables, Inventory, Other Collateral or Policies of a Loan Party, but only to the extent that the items listed above in this clause (f) secure, guarantee or support ABL Collateral as set forth in this definition;
• (g) chattel paper, instruments and documents of title at any time evidencing or to the extent pertaining to any Receivables, Inventory, Other Collateral or Policies of a Loan Party and all rights of a Loan Party thereunder;
• (h) policies and certificates of insurance to the extent pertaining to the items covered above, including business interruption insurance relating to the Loan Parties' business and credit/receivables insurance, all policies issued by any export insurer to the extent relating to the items covered above, together with any and all schedules

and endorsements thereto from time to time and any and all monies and other sums payable to or receivable by a Loan Party from time to time under any of the foregoing, together with any and all present and future rights and benefits of a Loan Party under and, in connection with any of the foregoing and all agreements, permissions, approvals and consents from time to time granted to the Person under any or in connection with any of the foregoing, and all covenants, terms, conditions, representations and warranties made or expressed therein or implied by law in relation thereto, and all rights granted to the Loan Parties under any of the foregoing to make claims, enforce performance, sue for and collect amounts owing, give consents or approvals, make selections, exercise options, participate in arbitration or other legal proceedings and/or give notices and declare defaults thereunder (collectively, the "Policies"); and

(i) proceeds of items listed above (whether or not deposited in a Blocked Account) and all claims of the Loan Parties against third parties for loss of, damage to, or destruction of and payments due or to become due under leases, rentals and hires of, any or all of the items described in clauses (a) to (h) above and proceeds payable under, or unearned premiums with respect to the Policies.

"Acceleration" has the meaning set out in Section 12.10(1).

"Acceleration Notice" means a written notice delivered by the Agent to the Borrower pursuant to Section 12.2 declaring all Obligations of the Borrower outstanding hereunder to be due and payable.

"Account Debtor" means a person who is obligated to pay or perform on or under any Receivable.

"Additional CN SBLC" means the standby letter of credit number BMTO601803OS in an amount not to exceed U.S.\$3,500,000 issued by the Fronting Lender on behalf of the Borrower in favour of Canadian National Railway Company.

"Additional Compensation" has the meaning set out in Section 13.4(1).

"Additional Covenant" means any covenant or similar restriction contained in any Senior Secured Document (regardless of whether such provision is labelled or otherwise characterized as a covenant), the subject matter of which either (a) is similar to that of any covenant in Article 10 of this Agreement, or related definitions in this Agreement, but contains one or more percentages, amounts or formulas that is more restrictive than those set forth herein, or more beneficial to the Senior Secured Noteholders, by the document in which such covenant or similar restriction is contained, provided that such covenant or similar restriction shall be deemed an Additional Covenant only to the extent that it is more restrictive or more beneficial, or (b) is different from

the subject matter of any covenant in Article 10 of this Agreement, or related definitions in this Agreement.

"Additional Default" means any provision contained in any Senior Secured Document which permits the holders or lenders thereunder to accelerate (with the passage of time or giving of notice or both) the maturity thereof or otherwise requires any Loan Party to purchase such indebtedness prior to the stated maturity thereof and which either (a) is similar to any Event of Default contained in Article 12 of this Agreement, or related definitions in this Agreement, but contains one or more percentages, amounts or calculations that is more restrictive or has a shorter grace period than those set forth herein, or is more beneficial to the Senior Secured Noteholders, provided that such provision shall be deemed an Additional Default only to the extent that it is more restrictive, has a shorter grace period or is more beneficial, or (b) is different from the subject matter of any Event of Default contained in Article 12 of this Agreement, or related definitions in this Agreement.

"Additional Liquidity Facility" means the term credit facility in the initial maximum principal amount of Cdn.\$20,000,000 (or the Equivalent Amount thereof in United States Dollars) on the Closing Date and reducing in accordance with the mandatory repayments required pursuant to Sections 2.16(2)(a), 2.16(2)(b) and 2.16(2)(c), to be made available to the Borrower by the Lenders under the Additional Liquidity Facility pursuant to the Sole Additional Liquidity Facility Drawdown on the Closing Date in accordance with the provisions hereof, subject to any other reduction in accordance with the provisions hereof.

"Additional Liquidity Facility Commitment" means the commitment by each Lender under the Additional Liquidity Facility to provide up to the amount of Canadian Dollars (or the Equivalent Amount thereof in United States Dollars) set forth opposite its name in Schedule A annexed hereto, subject to any reduction in accordance with the provisions hereof.

"Additional Liquidity Facility Obligations" means, at any time and from time to time, all of the Obligations of the Borrower and the other Loan Parties to the Lenders and the Agent under or relating to the Additional Liquidity Facility.

"Additional Liquidity Facility Portion" means, at any date of determination, the quotient obtained by dividing (i) the Additional Liquidity Facility Obligations by (ii) the Secured Obligations.

"Adjustment Time" means the time of occurrence of the last event necessary (being either the delivery of a Demand for Payment or the occurrence of a Termination Event) to ensure that all Obligations and the Financial Instrument Obligations under any Lender Financial Instruments are thereafter due and payable.

"Advance" means an advance of funds made by the Lenders or by any one or more of them to the Borrower, but does not include any Conversion or Rollover.

"Affected Loan" has the meaning set out in Section 13.5.

"Affiliate" means any person which, directly or indirectly, controls, is controlled by or is under common control with another person; and, for the purposes of this definition, "control" (including, with correlative meanings, the terms "controlled by" or "under common control with") means the power to direct or cause the direction of the management and policies of any person, whether through the ownership of shares or by contract or otherwise, and a limited partnership is an Affiliate of its general partner.

"Agent" means BMO, in its capacity as administrative agent for the Lenders, and includes any successor administrative agent.

"Agent Parties" has the meaning set out in Section 16.16.

"Agent's Accounts" means the following accounts maintained by the Agent to which payments and transfers under this Agreement are to be effected:

(a) for Canadian Dollars:

	ACCOUNT WITH BANK (field 57)	BOFMCAM2 (SWIFT Code) Bank of Montreal Global Payment Services, 129 St. Jacques Rue Montreal, PQ
	BENEFICIARY BANK (field 58)	Bank of Montreal, GFS rd Floor, 234 Simcoe Street 3 Toronto, ON M5T 1T4 Account: 00021068602 SUSPENSE ACCOUNT CLIENT SERVICES CAD
	DETAILS FIELD or BANK TO BANK (field 72)	Attn: CCLO Agency Banking Services Source Energy Services Canada LP
(b)	for United States Dollars:
	INTERMEDIARY BANK (field 56)	PNBPUS3NNYC (SWIFT Code) Wells Fargo Bank NA, New York

	ABA# 026005092
ACCOUNT WITH BANK	BOFMCAM2(SWIFT Code)
(field 57)	Bank of Montreal, Montreal
	Account: 2000192009878
BENEFICIARY BANK	Bank of Montreal, GFS
(field 58)	250 Yonge St., 11th Floor,
	Toronto, ON M5B 2L7
	Account: 00024508342
	SUSPENSE ACCOUNT
	CLIENT SERVICES USD
DETAILS FIELD or BANK TO	Attn: CCLO Agency Banking
BANK	Services
	Source Energy Services Canada
(field 72)	LP

or such other account or accounts as the Agent may from time to time designate by notice to the Borrower and the Lenders.

"Agreement" means this fifth amended and restated credit agreement, as the same may be amended, modified, supplemented or restated from time to time in accordance with the provisions hereof.

"Anti-Money Laundering Laws" has the meaning set out in Section 16.15.

"Applicable Laws" or "applicable laws" means, in relation to any person, transaction or event:

• (a) all applicable provisions of laws, statutes, rules and regulations from time to time in effect of any Governmental Authority; and
• (b) all Governmental Authorizations to which the person is a party or by which it or its property is bound or having application to the transaction or event.

"Applicable Pricing Rate", as regards any Loan, or the standby fees payable in accordance with Section 5.6, means the percentage rate per annum set forth applicable to the type of Loan in question or such standby fee, in accordance with the following grid:

Margin on Canadian Prime Rate Loans and U.S. Base Rate Loans	Margin on Libor, Acceptance Fees for Bankers' Acceptances (Operating Facility)	Issuance Fees for Letters of Credit under Operating Facility	Standby Fee on Operating Facility	Issuance Fees for Letters of Credit under SBLC Facility
[details redacted]	[details redacted]		[details redacted] [details redacted]	[details redacted]

provided that:

• (a) upon the occurrence of an Event of Default, the above rates per annum applicable to Loans under each Credit Facility shall each increase by 2.00% per annum if and for so long as the Event of Default subsists;
• (b) the above rates per annum applicable to all Libor Loans are expressed on the basis of a year of 360 days;
• (c) the above rates per annum applicable to all other Loans (other than Libor Loans) under each Credit Facility and standby fees are expressed on the basis of a year of 365 days or 366 days, as applicable; and
• (d) issuance fees for Letters of Credit under the Operating Facility which are not "direct credit substitutes" (as determined by the Fronting Lender, acting reasonably) within the meaning of the Capital Adequacy Requirements shall be 66 ⅔% of the applicable rate specified above.

"Approved Securities" means obligations maturing within one year from their date of purchase or other acquisition by the Borrower or any other Loan Party and which are:

• (a) issued by the Government of Canada or the United States of America or an instrumentality or agency thereof and guaranteed fully as to principal, premium, if any, and interest by the Government of Canada or the United States of America;
• (b) issued by a province of Canada or a state of the United States of America, or an instrumentality or agency thereof, or obligations guaranteed as to principal and interest by any province of Canada or state of the United States;
• (c) term deposits, guaranteed investment certificates, certificates of deposit, bankers' acceptances or bearer deposit notes, in each case, of any Canadian chartered bank or any bank or other financial institution incorporated under the laws of the United States of America which has a long term debt rating of at least "A" by S&P, "A2"

by Moody's, or "A" by DBRS or a short term debt rating of at least "A-1" by S&P, "P-1" or better by Moody's, or "R-1(high)" or better by DBRS; or

(d) commercial paper rated "A-1" or better by S&P, "P-1" or better by Moody's or "R-1 (high)" by DBRS, maturing not more than 90 days from the date of acquisition thereof.

"Arrangement Agreement" means the arrangement agreement dated October 22, 2020 among the Parent, the Borrower, Source Energy Services Canada Holdings Ltd. (predecessor by amalgamation to Source Canada Holdings), and 12406365 Canada Inc. (predecessor by amalgamation to Source Canada Holdings)

"Arrangement Documents" means, collectively, the Arrangement Agreement, the Plan of Arrangement, the Interim Order, the Final Order, the Circular and all other material documentation relating to the Plan of Arrangement and the Recapitalization Transaction.

"Asset Sale" has the meaning ascribed to such term in Section 1.1 of the Senior Secured Indenture.

"Assigned Interests" has the meaning set out in Section 2.21(2)(a).

"Assignment Agreement" means an assignment agreement substantially in the form of Schedule B annexed hereto, with such modifications thereto as may be required from time to time by the Agent, acting reasonably.

"Average Excess Availability" means, for any period, the sum of the Excess Availability for each day during such period, divided by the days in such period.

"BA Discount Rate" means:

• (a) in relation to a Bankers' Acceptance accepted by a Schedule I Lender and any other Lender that agrees to accept the CDOR Rate, the CDOR Rate;
• (b) in relation to a Bankers' Acceptance accepted by a Schedule II Lender or Schedule III Lender (other than any such Lender that agrees to accept the CDOR Rate), the lesser of:
• (i) the Discount Rate then applicable to bankers' acceptances, having identical issue and comparable maturity dates as such Bankers' Acceptances, accepted by such Schedule II Lender or Schedule III Lender; and
• (ii) the CDOR Rate plus 0.10% per annum,

provided that if both such rates are equal, then the "BA Discount Rate" applicable thereto shall be the rate specified in (i) above; and

• (c) in relation to a BA Equivalent Advance:
• (i) made by a Schedule I Lender and any other Lender that agrees to accept the CDOR Rate, the CDOR Rate;
• (ii) made by a Schedule II Lender or Schedule III Lender (other than any such Lender that agrees to accept the CDOR Rate), the rate determined in accordance with subparagraph (b) of this definition; and
• (iii) made by any other Lender, the CDOR Rate plus 0.10% per annum.

"BA Equivalent Advance" means, in relation to a Drawdown of, Conversion into or Rollover of Bankers' Acceptances, an advance in Canadian Dollars made by a Non-Acceptance Lender as part of such Loan.

"Bank Product Obligations" means any obligations arising under or in connection with Bank Products.

"Bank Product Provider" means each Lender and their respective Affiliates who provide Bank Products.

"Bank Products" means any facilities or services related to cash management, including treasury, depository, overdraft, credit or debit card, purchase card, electronic funds transfer, cash pooling and other cash management arrangements and commercial credit card and merchant card services provided to a Loan Party by any Bank Product Provider.

"Bankers' Acceptance" means a draft in Canadian Dollars drawn by the Borrower, accepted by a Lender and issued for value pursuant to this Agreement.

"Banking Day" means, in respect of a Libor Loan, a day on which banks are open for business in Calgary, Alberta, Toronto, Ontario, New York, New York and London, England, in respect of a U.S.\$ Loan, shall mean a day on which banks are open for business in Calgary, Alberta, Toronto, Ontario and New York, New York, and, for all other purposes, shall mean a day on which banks are open for business in Calgary, Alberta and Toronto, Ontario, but does not in any event include a Saturday or a Sunday.

"Bankruptcy Code" means title 11 of the United States Code, in effect from time to time.

"Basel III" means the agreements on capital requirements, a leverage ratio and liquidity standards contained in "Basel III: A global regulatory framework for more resilient banks and banking system", "Basel III: International framework for liquidity risk measurement, standards and monitoring" and "Guidance for national authorities operating the countercyclical capital buffer"

published by the Basel Committee on Banking Supervision on 16 December 2010, each as amended, supplemented or restated from time to time.

"Benchmark Discontinuance Event" means the occurrence of one or more of the following events with respect to the Libor Rate:

• (a) a public statement or publication of information by or on behalf of the administrator of the Libor Rate announcing that such administrator has ceased or will cease to provide the Libor Rate, permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide the Libor Rate;
• (b) a public statement or publication of information by the regulatory supervisor for the administrator of the Libor Rate, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for the Libor Rate, a regulatory authority with jurisdiction over the administrator for the Libor Rate or a court or an entity with similar insolvency or resolution authority over the administrator for the Libor Rate, which states that the administrator of the Libor Rate has ceased or will cease to provide the Libor Rate permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide the Libor Rate;
• (c) the Libor Rate is not published by the administrator of the Libor Rate for five consecutive Banking Days and such failure is not the result of a temporary moratorium, embargo or disruption declared by the administrator of the Libor Rate or by the regulatory supervisor for the administrator of the Libor Rate;
• (d) a public statement or publication of information by the administrator of the Libor Rate that it has invoked or will invoke, in either case permanently or indefinitely, its insufficient submissions policy; or
• (e) a public statement by the regulatory supervisor for the administrator of the Libor Rate or any Governmental Authority having jurisdiction over the Agent announcing that the Libor Rate is no longer representative or will no longer be used.

"Benchmark Replacement Date" means (a) for purposes of clauses (a) and (b) of the definition of "Benchmark Discontinuance Event," the later of (i) the date of such public statement or publication of information and (ii) the date on which the administrator of the Libor Rate permanently or indefinitely ceases to provide the Libor Rate, (b) for purposes of clause (c) of the definition of "Benchmark Discontinuance Event," the first Banking Day following such five consecutive Banking Days, (c) for purposes of clause (d) of the definition of "Benchmark Discontinuance Event," the later of (i) the date of such public statement or publication of

information and (ii) the date such insufficient submissions policy is invoked, and (d) for purposes of clause (e) of the definition of "Benchmark Discontinuance Event," the later of (i) the date of such public statement and (ii) the date as of which the Libor Rate will no longer be used (or, if applicable, is no longer representative).

"Benchmark Transition Determination" means:

• (a) (i) the determination of the Agent (which determination shall be conclusive absent manifest error); or (ii) the notification by the Borrower or the Majority of the Lenders of the Agent (with, in the case of the Majority of the Lenders, a copy to the Borrower) that the Borrower or the Majority of the Lenders, as applicable, have determined that one or more Benchmark Discontinuance Events has occurred with respect to the Libor Rate; or
• (b) (i) the determination of the Agent (which determination shall be conclusive absent manifest error); or (ii) the notification by the Majority of the Lenders of the Agent (with a copy to the Borrower) that the Majority of the Lenders have determined that syndicated loans being executed at such time, or that include language similar to that contained in Section 13.8, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the Libor Rate, and the Agent has, or the Majority of the Lenders have, as applicable, elected in its or their discretion to make a Benchmark Transition Determination by written notice to the Borrower and the Lenders or to the Agent, Borrower and Lenders, respectively.

"Benchmark Transition Start Date" means (a) for purposes of a Benchmark Discontinuance Event pursuant to clause (a) of the definition of "Benchmark Transition Determination", the earlier of (i) the applicable Benchmark Replacement Date and (ii) if such Benchmark Discontinuance Event is a statement or publication of a prospective event, the 90th day prior to the expected date of such event as of such statement or publication (or if the expected date of such prospective event is fewer than 90 days after such statement or publication of information, the date of such statement or publication of information) and (b) for purposes of clause (b) of the definition of "Benchmark Transition Determination", the date specified by the Agent or the Majority of the Lenders, as applicable, by notice to the Borrower, the Agent (in the case of such notice by the Majority of the Lenders) and the Lenders.

"Benchmark Unavailability Period" means the period (x) beginning at the time that either (a) a Benchmark Replacement Date has occurred or (b) the Libor Rate is not published by the administrator of the Libor Rate, if, at any such time, either (i) no amendment to this Agreement setting forth a Replacement Benchmark has been made effective or (ii) in the determination of the Agent, adequate and reasonable means do not exist for determining the Replacement Benchmark that has replaced the Libor Rate pursuant to a then-effective amendment to this Agreement and (y)

ending at the time that either (A) both (i) an amendment to this Agreement setting forth a Replacement Benchmark has been made effective and (ii) in the determination of the Agent, adequate and reasonable means exist for determining the Replacement Benchmark that has replaced the Libor Rate pursuant to a then-effective amendment to this Agreement or (B) solely with respect to a period beginning pursuant to clause (x)(b) of this definition, the Libor Rate is published by the administrator of the Libor Rate.

"Blocked Account" means any Deposit Account (other than the Senior Secured Account) in the name of a Loan Party (either alone or held jointly with one or more Loan Parties) subject to a Blocked Account Agreement.

"Blocked Account Agreement (CAD)" means the second amended and restated blocked account agreement dated as of May 8, 2020 among the Agent, certain Loan Parties listed therein and Bank of Montreal, with respect to one or more Blocked Accounts maintained by Bank of Montreal in the name of a Loan Party (either alone or held jointly with one or more Loan Parties), as amended, supplemented, restated or replaced from time to time in accordance with the terms thereof.

"Block Account Agreement (US)" means second amended and restated blocked account agreement dated as of May 8, 2020 among the Agent, certain Loan Parties listed therein and BMO Harris Bank N.A., with respect to one or more Blocked Accounts maintained by BMO Harris Bank N.A. in the name of a Loan Party (either alone or held jointly with one or more Loan Parties), as amended, supplemented, restated or replaced from time to time in accordance with the terms thereof.

"Blocked Account Agreements" means, collectively, the Blocked Account Agreement (CAD) and the Blocked Account Agreement (US), and a "Blocked Account Agreement" means any one of them.

"Borrower's Account" means the Deposit Accounts of the Borrower (other than the Senior Secured Account) maintained at a branch of Bank of Montreal, into which, inter alia, proceeds of Advances may be deposited or credited from time to time.

"Borrower's Counsel" means Norton Rose Fulbright Canada LLP.

"Borrowing Base" means the amount in Canadian Dollars, without duplication, equal to the aggregate of:

(a) 85% (or such lesser or greater percentage as the Agent may determine in accordance with Section 2.20) of all Investment Grade Receivables (excluding Eligible Receivables that are owing by Specified Account Debtors); plus

• (b) 85% (or such lesser or greater percentage as the Agent may determine in accordance with Section 2.20) of all Eligible Receivables that are owing by Specified Account Debtors; plus
• (c) 75% (or such lesser or greater percentage as the Agent may determine in accordance with Section 2.20) of all Eligible Receivables that are not Investment Grade Receivables (excluding Eligible Receivables that are owing by Specified Account Debtors and Insured Receivables); plus
• (d) 90% (or such lesser or greater percentage as the Agent may determine in accordance with Section 2.20) of Insured Receivables; provided the Borrower has provided the Agent the insurance policy covering such Insured Receivables and such insurance policy is acceptable to the Agent, acting reasonably; plus
• (e) the applicable Inventory Margin;

minus:

• (f) all Priority Payables; and
• (g) all other Reserves (other than Priority Payables),

provided that in no event will the Borrowing Base exceed the Senior Secured Indenture Borrowing Base.]

"Borrowing Base Certificate" means a report and certificate of the Borrower substantially in the form annexed hereto as Schedule I; provided that it is acknowledged and agreed that the Lenders may re-determine the Borrowing Base in accordance with Section 2.19.

"Borrowing Base Notice" has the meaning set out in Section 2.19.

"Borrowing Base Shortfall" has the meaning set out in Section 2.19.

"Canadian Dollars" and "Cdn.\$" mean the lawful money of Canada.

"Canadian Prime Rate" means, for any day, the greater of:

• (a) the rate of interest per annum established from time to time by the Agent as the reference rate of interest for the determination of interest rates that the Agent will charge to customers in Canada for Canadian Dollar demand loans in Canada; and
• (b) the rate of interest per annum equal to the average annual yield rate for one month Canadian Dollar bankers' acceptances which rate is shown on the display referred to as the "CDOR Page" (or any display substituted therefor) of Reuters Limited (or

any successor thereto or Affiliate thereof) at 8:00 a.m. (Toronto time) on such day or, if such day is not a Banking Day, on the immediately preceding Banking Day, plus 1.00% per annum,

provided that if both such rates are equal or if such one-month bankers' acceptance rate is unavailable for any reason on any date of determination, then the "Canadian Prime Rate" shall be the rate specified in (a) above.

"Canadian Prime Rate Loan" means an Advance in, or Conversion into, Canadian Dollars made by the Lenders (or any one of them) to the Borrower with respect to which the Borrower has specified or a provision hereof requires that interest is to be calculated by reference to the Canadian Prime Rate.

"Capital Adequacy Requirements" means Guideline A, dated April 2014, entitled "Capital Adequacy Requirement (CAR) – Simpler Approaches" and Guideline A-I, dated April 2014, entitled "Capital Adequacy Requirements (CAR)" each issued by the Office of the Superintendent of Financial Institutions Canada and all other guidelines or requirements relating to capital adequacy issued by the Office of the Superintendent of Financial Institutions Canada or any other Governmental Authority regulating or having jurisdiction with respect to any Lender, as amended, modified, supplemented, reissued or replaced from time to time.

"Capital Expenditures" means, with respect to any person for any period, the aggregate of all expenditures (on a net basis), whether or not made through the incurrence of Debt, by such person and its Subsidiaries during such period, for the acquisition, leasing (pursuant to a capital lease), construction, replacement, repair, substitution or improvement of fixed or capital assets or additions to Equipment, in each case required to be capitalized under GAAP on a consolidated balance sheet of such person.

"CARES Act" means the Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act and applicable rules and regulations, as amended from time to time.

"CARES Forgivable Uses" means uses of proceeds of an SBA PPP Loan that are eligible for forgiveness under Section 1106 of the CARES Act.

"CARES Payroll Costs" means "payroll costs" as defined in 15 U.S.C. 636(a)(36)(A)(viii) (as added to the Small Business Act by Section 1102 of the CARES Act).

"Cash Equivalents" means, as to any person:

(a) Canadian Dollars or United States Dollars;

• (b) securities issued by or directly and fully guaranteed or insured by the federal governments of Canada or the United States of America or any agency or instrumentality thereof;
• (c) certificates of deposit, guaranteed investment certificates and eurodollar time deposits, bankers' acceptances or bearer deposit notes and overnight bank deposits;
• (d) repurchase obligations for underlying securities of the types described in subparagraphs (b) and (c) above entered into with any financial institution;
• (e) commercial paper; and
• (f) money market funds,

and anything similar to any of the foregoing.

"Cash Taxes" means, for any period of determination, the sum of the provisions for income and other taxes less the provision for future income taxes as reported on the consolidated income statement of the Borrower and the other Loan Parties for the applicable period.

"CDOR Discontinuation Date" has the meaning set out in Section 13.2.

"CDOR Rate" means on any day the annual rate of interest which is the rate determined as being the average of the quotations of all financial institutions listed in respect of the rate for Canadian Dollar bankers' acceptances for the relevant period displayed and identified as such on the "Refinitiv Screen Canadian Dollar Offered Rate (CDOR) Page" (or any display substituted therefor) of Reuters Monitor Money Rates Service (or any successor thereto or Affiliate thereof) as of 10:15 a.m. Toronto, Ontario local time on such day and, if such day is not a Banking Day, then on the immediately preceding Banking Day (as adjusted by the Agent after 10:15 a.m. Toronto, Ontario local time to reflect any error in a posted rate of interest or in the posted average annual rate of interest with notice of such adjustment in reasonable detail evidencing the basis for such determination being concurrently provided to the Borrower). If such rates are not available on the Refinitiv Screen Canadian Dollar Offered Rate (CDOR) Page on any particular day, then the CDOR Rate on that day shall be the rates applicable to Canadian Dollar bankers' acceptances for the relevant period quoted for customers in Canada by the Agent as of 10:15 a.m. Toronto, Ontario local time on such day; or if such day is not a Banking Day, then on the immediately preceding Banking Day, provided further that at no time shall the "CDOR Rate" be less than one (1%) percent.

"Change of Control" means the occurrence of any one or more of the following:

(a) if a person or group of persons, acting "jointly or in concert" within the meaning of the Securities Act (Alberta), acquires, directly or indirectly, beneficial ownership

or control of Voting Shares in the capital of the Parent which have or represent more than 50% of all of the votes entitled to be cast by shareholders for an election of the board of directors of the Parent;

• (b) a "Change of Control" under and as defined in the Senior Secured Indenture;
• (c) if any person (other than the Parent or any entity that is a wholly-owned Subsidiary of the Parent) acquires, directly or indirectly, beneficial ownership or control of any of the Voting Shares in the capital of the General Partner or the Source US General Partner owned by the Parent as of the date hereof; or
• (d) if any person (other than the Parent or any entity that is a wholly-owned Subsidiary of the Parent) acquires, directly or indirectly, beneficial ownership or control of any of the limited partnership units of the Borrower or Source US owned by the Parent as of the date hereof.

"Circular" means the management information circular of the Parent dated November 2, 2020.

"clearing house" has the meaning set out in Section 6.4.

"Closing Date" means the date upon which the conditions precedent in Section 3.1 have been satisfied.

"CN SBLC" means the standby Letter of Credit in an amount not to exceed U.S.\$5,000,000, issued by the Fronting Lender under the SBLC Facility on behalf of the Borrower in favour of Canadian National Railway Company.

"Code" means the Internal Revenue Code of 1986, as amended from time to time.

"Collateral" means, collectively, all of the present and future undertaking, property and assets (whether real, personal or mixed property) against or in respect of which Security Interests in favour of Agent and Lenders are now or are hereafter granted (or purported to be granted) pursuant to the Security.

"Collateral Access Agreement" means a landlord waiver, bailee letter, non-disturbance agreement, acknowledgement agreement or similar agreement executed by any lessor, mortgagee, warehouseman, processor, consignee or other Person (other than a Loan Party), in possession of, having a lien upon, or having rights or interests in any location at which ABL Collateral of a Loan Party is situate, in favour of and for the benefit of the Agent, its successors and assigns, and in form and content satisfactory to the Agent.

"Commitment" means an Operating Facility Commitment, the Additional Liquidity Facility Commitment or a SBLC Facility Commitment.

"Commodity Agreement" means any agreement for the making or taking of delivery of any commodity, any commodity swap agreement, floor, cap or collar agreement or commodity future or option or other similar agreements or arrangements, or any combination thereof, entered into by a Loan Party where the subject matter of the same is any commodity or the price, value or amount payable thereunder is dependent or based upon the price of any commodity or fluctuations in the price of any commodity, but shall not include any agreement for the physical purchase or sale of any commodity by a Loan Party entered into in the ordinary course of business unless such agreement is with a bank, investment bank, securities dealer, insurance company, trust company, pension fund, institutional investor or any other financial institution or any Affiliate of any of the foregoing (and, for certainty, any such agreement referred to in the proviso of this definition shall constitute a "Commodity Agreement" for all purposes hereof).

"Commodity Exchange Act" means the Commodity Exchange Act (7 U.S.C. § 1 et seq.).

"Communications" has the meaning set out in Section 16.16.

"Compliance Certificate" means a certificate of the General Partner on behalf of the Borrower signed on its behalf by any one of the president, chief financial officer, vice president finance or treasurer of the General Partner, substantially in the form annexed hereto as Schedule C, to be given to the Agent and the Lenders by the General Partner pursuant hereto.

"Concentration Account" has the meaning ascribed to such term in the Blocked Account Agreement (US).

"Conversion" means a conversion or deemed conversion of a Loan under a given Credit Facility into another type of Loan under the same Credit Facility pursuant to the provisions hereof.

"Conversion Date" means the date specified by the Borrower as being the date on which the Borrower has elected to convert, or this Agreement requires the conversion of, one type of Loan under a given Credit Facility into another type of Loan under the same Credit Facility and which shall be a Banking Day.

"Conversion Notice" means a notice substantially in the form annexed hereto as Schedule D to be given to the Agent by the Borrower pursuant hereto.

"CPAC" means the Chartered Professional Accountants of Canada, which term shall include any successor body.

"Credit Facilities" means, collectively, the Operating Facility, the Additional Liquidity Facility and the SBLC Facility, and "Credit Facility" means any one of such credit facilities.

"Currency Hedging Agreement" means any currency swap agreement, cross currency agreement, forward agreement, floor, cap or collar agreement, futures or options, insurance or

other similar agreement or arrangement, or any combination thereof, entered into by a Loan Party where the subject matter of the same is currency exchange rates or the price, value or amount payable thereunder is dependent or based upon currency exchange rates or fluctuations in currency exchange rates as in effect from time to time.

"DBNA" has the meaning ascribed thereto in Section 6.4(1)(a) hereof.

"DBRS" means DBRS Limited and any successors thereto.

"Debt" has the meaning given to the term "Indebtedness" in the Senior Secured Indenture.

"Default" means any event or condition which, with the giving of notice, lapse of time or upon a declaration or determination being made (or any combination thereof), would constitute an Event of Default.

"Defaulting Lender" means any Lender:

• (a) that has failed to fund any payment or its portion of any Loan required to be made by it hereunder or to purchase or fund any participation required to be purchased or funded by it hereunder and under the other Documents;
• (b) that has notified the Borrower, the Agent or any Lender (verbally or in writing) that it does not intend to or is unable to comply with any of its funding obligations under this Agreement or has made a public statement to that effect or to the effect that it does not intend to or is unable to fund advances generally under credit arrangements to which it is a party;
• (c) that has failed, within 3 Banking Days after request by the Agent to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans;
• (d) that has otherwise failed to pay over to the Agent, the Fronting Lender or any other Lender any other amount required to be paid by it hereunder within 3 Banking Days of the date when due, unless the subject of a good faith dispute;
• (e) in respect of which a Lender Insolvency Event or a Lender Distress Event has occurred in respect of such Lender or its Lender Parent; or
• (f) that is generally in default of its obligations under other existing credit and loan documentation under which it has commitments to extend credit.

"Defaulting Lender's Assigned Interests" has the meaning set out in Section 16.2(10)(a).

"Demand for Payment" means an Acceleration Notice or a Financial Instrument Demand for Payment.

"Departing Agent" has the meaning set out in Section 11.8.

"Deposit Account" means any bank, deposit, securities or other similar account, including the Senior Secured Account, in which cash, credit balances, Approved Securities or other Financial Assets are deposited or held.

"Disbursement Account" has the meaning ascribed to such term in the Blocked Account Agreement (US).

"Discount Proceeds" means the net cash proceeds to the Borrower from the sale of a Bankers' Acceptance pursuant hereto or, in the case of BA Equivalent Advances, the amount of a BA Equivalent Advance at the BA Discount Rate, in any case, before deduction or payment of the fees to be paid to the Lenders under Section 6.4.

"Discount Rate" means, with respect to the issuance of a bankers' acceptance, the rate of interest per annum, calculated on the basis of a year of 365 days (rounded upwards, if necessary, to the nearest whole multiple of 1/100th of one percent) which is equal to the discount exacted by a purchaser taking initial delivery of such bankers' acceptance, calculated as a rate per annum and as if the issuer thereof received the discount proceeds in respect of such bankers' acceptance on its date of issuance and had repaid the respective face amount of such bankers' acceptance on the maturity date thereof.

"Distribution" means a "Restricted Payment" as defined in Section 5.10 of the Senior Secured Indenture.

"Documents" means this Agreement, the Security, Lender Financial Instruments, documents in respect of Bank Products and all other certificates, notices, instruments and other documents delivered or to be delivered by the Borrower or any other Loan Party to the Agent or the Lenders, or both, in relation to the Credit Facilities pursuant hereto or thereto and, when used in relation to any person, the term "Documents" shall mean and refer to the Documents executed and delivered by such person.

"Drafts" means drafts, bills of exchange, receipts, acceptances, demands and other requests for payment drawn or issued under a Letter of Credit.

"Drawdown" means:

(a) an Advance of a Canadian Prime Rate Loan, U.S. Base Rate Loan or Libor Loan;

• (b) the issue of Bankers' Acceptances (or the making of a BA Equivalent Advance in lieu thereof) other than as a result of Conversions or Rollovers; or
• (c) the issue of Letters of Credit.

"Drawdown Date" means the date on which a Drawdown is made by the Borrower pursuant to the provisions hereof and which shall be a Banking Day.

"Drawdown Notice" means a notice substantially in the form annexed hereto as Schedule E to be given to the Agent by the Borrower pursuant hereto.

"EBITDA" has the meaning given to "Consolidated EBITDA" in the Senior Secured Indenture.

"EDC Amendment" means an amendment to the EDC Guarantee in form and substance satisfactory to the Agent increasing the amount guaranteed thereunder from U.S.\$5,000,000 to U.S.\$8,5000,000 along with corresponding confirmation in form and substance satisfactory to the Agent that the Additional CN SBLC is guaranteed by the EDC Guarantee and correspondingly transferred to or issued under the SBLC Facility.

"EDC Guarantee" means the guarantee in the initial amount of U.S.\$5,000,000 from Export Development Canada in respect of the SBLC Facility, granted to the Agent, for and on behalf of the Lenders, as increased from time to time (for certainty, including pursuant to the EDC Amendment).

"Eligible Inventory" means all Inventory that the Agent determines, acting in accordance with its usual and customary practices, to be "Eligible Inventory" and, without limiting the discretion of the Agent with respect to such determination, the Agent may, acting in accordance with its usual and customary practices, include Inventory that satisfies all of the following criteria:

• (a) such Inventory is raw materials or finished goods (including washed frac sand but excluding raw unextracted sand and minerals);
• (b) such Inventory meets the quality or other standards imposed by any applicable Governmental Authority;
• (c) such Inventory is not obsolete, slow moving, used or otherwise unsaleable, and is of good and merchantable quality free from any defects that might adversely affect the market value thereof;

• (d) such Inventory is subject to the Agent and Lenders' perfected, first priority Security Interest and no other Security Interests, other than Permitted Encumbrances;

• (e) such Inventory is in the possession of the relevant Loan Party and (i) is either located on premises owned in fee simple by the relevant Loan Party and for which such Loan Party has not granted an exclusive right to use or occupy such premises to any other Person (other than another Loan Party); or (ii) on premises in respect of which the Agent has received: (A) a valid and enforceable Collateral Access Agreement in respect of such Inventory in form and substance satisfactory to the Agent and in respect of which the landlord has not claimed any interest in such Inventory or denied or restricted such Loan Party from accessing such Inventory, or (B) established Reserves in respect of rent (in an amount satisfactory to the Agent acting in accordance with its usual and customary practices) payable to the landlord

• of such premises;
• (f) such Inventory is located in Canada or the United States;
• (g) such Inventory is located outside of Canada and the United States for which title has passed to the relevant Loan Party and which is insured to the full value thereof and for which the Agent shall have in its possession (i) all negotiable bills of lading properly endorsed in favour of the Agent, and (ii) all non-negotiable bills of lading issued in the Agent's name;
• (h) such Inventory is not packaging or supplies;
• (i) such Inventory is not rental in nature; and
• (j) such Inventory is not consigned.

"Eligible Receivable" means a Receivable which:

• (a) shipment of the merchandise or the rendition of services in respect of such Receivable has been completed and the sale giving rise to such Receivable was not made on a bill and hold, guaranteed sale, sale-and-return, sale on approval, consignment or any other repurchase or return basis and is not evidenced by chattel paper unless endorsed to the Agent and the Account Debtor's obligation to pay is absolute and is not otherwise conditional upon completion of any further performance under any contract, agreement or arrangement or fulfillment of any condition or other matter;
• (b) is a valid and legally enforceable obligation of the Account Debtor and is not subject to any offset, counter claim or other defence on the part of such Account Debtor or to any other claim on the part of such Account Debtor denying liability thereunder in full or in part; provided that the portion of such Receivable that is not

subject to offset, counter-claim or other such defense shall not be excluded from Eligible Receivable pursuant to this clause (b);

• (c) the sale giving rise to such Receivable was not made to an Account Debtor outside Canada or the United States of America, unless the sale is on letter of credit, guarantee or acceptance terms, in each case, as applicable, acceptable to the Agent;
• (d) to the extent possible under Applicable Law, without the necessity of informing all Account Debtors, is subject to a properly perfected first priority Security Interest in favour of the Agent and the Lenders and not subject to any other Security Interest whatsoever other than the Senior Secured Collateral Agent's second priority Security Interest and statutory liens and trusts arising by operation of law (and which, for certainty, have not been consensually created) which secure amounts which are neither due nor delinquent;
• (e) is evidenced by an invoice, purchase order or other similar written statement and having payment terms in accordance with the usual practice of the industry rendered to the appropriate Account Debtor, and is not evidenced by any instrument or chattel paper unless all necessary steps have been taken to perfect the security interest contained in such instrument or chattel paper;
• (f) is not unpaid more than: (i) 90 days after the original invoice date or more than 60 days after the invoice due date by an Account Debtor that is not an Investment Grade Account Debtor, or (ii) 120 days after the original invoice date or more than 60 days after the invoice due date by an Account Debtor that is an Investment Grade Account Debtor or a Specified Account Debtor;
• (g) if it is subject to a holdback, the amount of such holdback has been deducted;
• (h) is owing from an Account Debtor which is not an Affiliate or Related Party of a Loan Party; provided such Receivable were, for certainty, issued in respect of services or products provided by a Loan Party for fair market value in the ordinary course of such Loan Party's business;
• (i) no covenant, representation or warranty contained in this Agreement with respect to such Receivable has been breached;
• (j) the Account Debtor in respect of such Receivable is not a creditor or supplier of the applicable Loan Party;

• (k) the Account Debtor has not disputed its liability or made any claim with respect to any other Receivable due from such Account Debtor to any Loan Party;

• (l) none of the following events has occurred and is continuing with respect to the applicable Account Debtor for such Receivable: (i) death or judicial declaration of incompetency of an Account Debtor who is an individual; (ii) any act of insolvency; (iii) the failure, cessation of the business of the Account Debtor as a going concern; or (iv) the Account Debtor calling a meeting of its creditors or indicating its consent to any insolvency proceeding or action;

• (m) the Account Debtor is not the Government of Canada nor, any province thereof, or any department, agency or instrumentality thereof, unless the Borrower or applicable Loan Party has complied with all Applicable Laws, statutes (including the Financial Administration Act (Canada)), regulations and ordinances in order to duly and validly assign such Receivable to the Agent;
• (n) the goods giving rise to such Receivable have been shipped and delivered to and accepted by the Account Debtor and title to such goods sold has passed to the Account Debtor or the services giving rise to such Receivable have been performed by the relevant Loan Party and accepted by the Account Debtor and the Receivable otherwise represents a final sale;
• (o) such Receivable does not represent amounts that have been rebilled or that are subject to any credit notes, allowances, or rebates, including volume rebates;
• (p) the applicable Loan Party has not made any agreement with the Account Debtor owing such Receivable for any extension of the time for payment or any deduction from payment, except for discounts or allowances made in the ordinary course of business for prompt payment, all of which discounts or allowances are reflected in the calculation of the face value of each applicable invoice related to such Receivable;
• (q) no return, rejection or repossession of the merchandise has occurred; and
• (r) such Receivable is payable to the applicable Loan Party and is not subject to any right, claim or interest of any Person, other than the Agent and the subordinate Security Interest of the Senior Secured Collateral Agent.

provided that, a Receivable which is at any time an Eligible Receivable, but which subsequently fails to meet any of the foregoing requirements, shall forthwith cease to be an Eligible Receivable.

"Environmental Claims" means any and all administrative, regulatory or judicial actions, suits, demands, claims, liens, notices of non-compliance or violation, investigations, inspections, inquiries or proceedings relating in any way to any Environmental Laws or to any permit issued under any such Environmental Laws including:

• (a) any claim by a Governmental Authority for enforcement, clean up, removal, response, remedial or other actions or damages pursuant to any Environmental Laws; and
• (b) any claim by a person seeking damages, contribution, indemnification, cost recovery, compensation or injunctive or other relief resulting from or relating to Hazardous Materials, including any Release thereof, or arising from alleged injury or threat of injury to human health or safety (arising from environmental matters) or the environment.

"Environmental Laws" means all Applicable Laws with respect to the environment or environmental or public health and safety matters contained in statutes, regulations, rules, ordinances, orders, judgments, approvals, notices, permits or policies, guidelines or directives having the force of law.

"Equipment" means all equipment and any other machinery, tools, fixtures, trade fixtures and all other goods now or hereafter used or usable in connection with the fabrication or manufacturing of Inventory, together with all parts, accessories and attachments relating to any of the foregoing.

"Equivalent Amount" in one currency (the "First Currency") of an amount in another currency (the "Other Currency") means, as of the date of determination, the amount of the First Currency which would be required to purchase such amount of the Other Currency at the Exchange Rate for such currencies on such date of determination or, if such date of determination is not a Banking Day, on the Banking Day immediately preceding such date of determination, or at such other rate as may have been agreed to by the Borrower and the Agent.

"ERISA" means the Employee Retirement Income Security Act of 1974 (United States), as amended from time to time.

"ERISA Affiliate" means any trade or business (whether or not incorporated) under common control with a Loan Party within the meaning of Section 414(b) or (c) of the U.S. Internal Revenue Code of 1986 (the "U.S. Code") (and Sections 414(m) and (o) of the U.S. Code for purposes of provisions relating to Section 412 of the U.S. Code).

"ERISA Event" means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by a Loan Party or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by a Loan Party or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization or insolvency; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate

a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes reasonable grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon a Loan Party or any ERISA Affiliate.

"Event of Default" has the meaning set out in Section 12.1.

"Excess Availability" means, as at any particular date of determination, (a) the lesser of the aggregate Operating Facility Commitments and the Borrowing Base, minus (b) the Outstanding Principal of all Loans outstanding under the Operating Facility, plus (c) the Equivalent Amount in Canadian Dollars of cash in Blocked Accounts.

"Excess Availability Threshold" means Cdn.\$5,000,000.

"Exchange Rate" means, on any day, with respect to the exchange of one currency (the "First Currency") into another currency (the "Other Currency"), the Bank of Canada end of day spot rate at 4:30pm (EST) on the relevant Banking Day for purchases of the First Currency with the Other Currency, or if such rate is not or has not yet been posted on such day, the last preceding end of day rate at 4:30pm (EST) of the Bank of Canada for such purchase.

"Excluded Deposits/Amounts" means cash or Cash Equivalents:

• (a) which are used to fund any incurred payment obligations or incurred expenditures in the ordinary course of business within the next five (5) Banking Days; and
• (b) which, at the request of the Borrower, the Agent (acting reasonably) has previously agreed in writing shall constitute Excluded Deposits/Amounts for all purposes hereof.

"Excluded Taxes" shall mean, with respect to the Agent, any Lender, or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder (each such party, a "Recipient"), (a) all Taxes imposed on, based on, measured by or with respect to the Recipient's net income (however denominated), franchise taxes and branch profits Taxes, in each case (i) imposed, by the jurisdiction under the laws of which such Recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located or (ii) that are Other Connection Taxes, (b) any branch profits taxes imposed by any jurisdiction described in clause (a) above, (c) any Taxes that would not have been imposed but for a Lender not dealing at arm's length with a Loan Party or being a "specified non-resident shareholder" or being a non-resident person not dealing at arm's length with a "specified shareholder" of a Loan Party for the purposes of subsection 18(5) of the Income Tax Act (Canada) and (d) any withholding Taxes imposed under FATCA.

"Existing Credit Agreement" means the fourth amended and restated credit agreement dated as of June 19, 2019 among the Borrower, the Agent and the Lenders party thereto, as amended by a first amending agreement dated as of February 27, 2020, a second amending agreement dated as of April 24, 2020, a third amending agreement dated as of May 8, 2020, and a fourth amending agreement dated as of May 31, 2020 (and as otherwise amended, modified, supplemented or restated prior to the date hereof).

"Existing Credit Agreement Obligations" has the meaning set out in Section 1.9(1)(b).

"Existing Senior Secured Indenture" means the trust indenture made among the Borrower and Source Canada Holdings, as issuers, the Senior Secured Trustee and the Senior Secured Collateral Agent dated December 8, 2016, pursuant to which Senior Secured Notes in an aggregate principal amount of \$130,000,000 were issued by the Borrower and Source Canada Holdings, as the same may be amended, restated, replaced or modified from time to time.

"Existing Senior Secured Notes" means the 10.5% senior secured first lien notes due 2021 issued pursuant to the Existing Senior Secured Indenture.

"FATCA" means (a) Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version), any current or future regulations or official interpretations thereof, and any agreements entered into pursuant to the foregoing; and (b) any similar law adopted by any non-U.S. Governmental Authority pursuant to an intergovernmental agreement between such non-U.S. jurisdiction and the United States to facilitate the enforcement of the provisions described in (a).

"Federal Funds Rate" means, for any day, the rate of interest per annum equal to (a) the weighted average (rounded upwards, if necessary, to the next 1/100th of one percent per annum) of the annual rates of interest on overnight Federal funds transactions with members of the Federal Reserve Board arranged by Federal funds brokers on such day, as published on the next succeeding Banking Day by the Federal Reserve Bank of New York (or any successor thereto) or, (b) if such day is not a Banking Day, such weighted average for the immediately preceding Banking Day for which the same is published or, (c) if such rate is not so published for any day that is a Banking Day, the average (rounded upwards, if necessary, to the next 1/100th of one percent per annum) of the quotations for such day on such transactions received by the Agent, three Federal funds brokers of recognized standing selected by the Agent, provided further that at no time shall the "Federal Funds Rate" be less than zero.

"Federal Reserve Bank of New York's Website" means the website of the Federal Reserve Bank of New York at https://www.newyorkfed.org or any successor source.

"Federal Reserve Board" or "Federal" means the Board of Governors of the Federal Reserve System of the United States of America or any successor thereof.

"Fee Agreement" means the fee letter entered into between the Borrower and the Agent respecting the payment of certain fees and other amounts to the Agent for its own account.

"Final Order" means the Final Order (court file number 2001-13189) of the Court of Queen's Bench of Alberta dated November 27, 2020 in the matter of Section 192 of the Canada Business Corporations Act, R.S.C. 1985, C. C-44 and in the matter of a proposed arrangement involving 1240636 Canada Inc. (predecessor by amalgamation to Source Canada Holdings), the Parent, the Borrower, and Source Energy Services Canada Holdings Ltd. (predecessor by amalgamation to Source Canada Holdings).

"Financial Asset" means a "financial asset" as defined in the PPSA.

"Financial Assistance" means, with respect to any person and without duplication, any loan, guarantee, indemnity, assurance, acceptance, extension of credit, loan purchase, share purchase, equity or capital contribution, investment or other form of direct or indirect financial assistance or support of any other person or any obligation (contingent or otherwise) primarily for the purpose of enabling another person to incur or pay any Debt or to comply with agreements relating thereto or otherwise to assure or protect creditors of the other person against loss in respect of Debt of the other person and includes any guarantee of or indemnity in respect of the Debt of the other person and any absolute or contingent obligation to (directly or indirectly):

• (a) advance or supply funds for the payment or purchase of any Debt of any other person;
• (b) purchase, sell or lease (as lessee or lessor) any property, assets, goods, services, materials or supplies primarily for the purpose of enabling any person to make payment of Debt or to assure the holder thereof against loss;
• (c) guarantee, indemnify, hold harmless or otherwise become liable to any creditor of any other person from or against any losses, liabilities or damages in respect of Debt;
• (d) make a payment to another for goods, property or services regardless of the non delivery or non furnishing thereof to any Loan Party (as applicable); or
• (e) make an advance, loan or other extension of credit to or to make any subscription for equity, equity or capital contribution, or investment in or to maintain the capital, working capital, solvency or general financial condition of another person.

The amount of any Financial Assistance is the amount of any loan or direct or indirect financial assistance or support, without duplication, given, or all Debt of the obligor to which the Financial Assistance relates, unless the Financial Assistance is limited to a determinable amount, in which case the amount of the Financial Assistance is the determinable amount.

"Financial Instrument" means any Interest Hedging Agreement, Currency Hedging Agreement or Commodity Agreement.

"Financial Instrument Demand for Payment" means a demand made by a Lender or its Hedging Affiliate pursuant to a Lender Financial Instrument demanding payment of the Financial Instrument Obligations which are then due and payable relating thereto and shall include any notice under any agreement evidencing a Lender Financial Instrument which, when delivered, would require an early termination thereof and a payment by a Loan Party in settlement of obligations thereunder as a result of such early termination.

"Financial Instrument Obligations" means obligations arising under Financial Instruments entered into by any of the Loan Parties to the extent of the net amount due or accruing due by the applicable Loan Parties thereunder.

"Fiscal Quarter" means the first three calendar months of a Fiscal Year, the fourth through sixth calendar months, inclusive, of a Fiscal Year, the seventh through ninth calendar months, inclusive, of a Fiscal Year, or the tenth through twelfth calendar months, inclusive, of a Fiscal Year.

"Fiscal Quarter End" means the last day of a Fiscal Quarter.

"Fiscal Year" means the 4 Fiscal Quarters ending on December 31 of each calendar year.

"Fixed Charge Coverage Ratio" means, as at any Month End, the ratio of (i) EBITDA for the 12 calendar months ending at such Month End less Unfinanced Capital Expenditures, Cash Taxes and Distributions paid during such 12 calendar month period, to (ii) the Fixed Charges for the 12 calendar months ending at such Month End. For certainty, (x) in the event a Person is acquired, with the prior written consent of the Lenders, and becomes a Restricted Group member during any such period, the Fixed Charge Coverage Ratio shall be calculated pro forma as if such Person had been a Restricted Group member over the entire period and (y) in the event a Person ceases to be a Restricted Group member during any such period, the Fixed Charge Coverage Ratio shall be calculated as if such Person had not been a Restricted Group member during such period.

"Fixed Charges" means, with respect to the Restricted Group for any period of determination, the sum of the following determined on a consolidated basis and without duplication:

(a) the Interest Expense (including, for certainty, interest on the Senior Secured Notes and interest on the Subordinated Debt) for such period that is paid in cash (or in the case of the Senior Secured Notes, at the cash interest rate regardless of whether such Interest Expense is paid in cash or in kind); plus

(b) the amount of Debt (including, for certainty, payments of principal under capital leases) which has a scheduled due date or is otherwise required to be repaid or paid, as the case may be, during such period, excluding principal which is converted into equity and principal associated with the Senior Secured Notes and Subordinated Debt which has been capitalized and paid in kind,

provided that, if any Restricted Group member has guaranteed any Debt of any person which is not the Borrower or another Restricted Group member, then the Fixed Charges shall be determined as if such Debt was directly created, issued, incurred or assumed by the Restricted Group.

"Former Lender" has the meaning set out in Section 11.11.

"Fronted LC" means a Letter of Credit issued by the Fronting Lender for the account of the Lenders under the Operating Facility or the SBLC Facility.

"Fronting Lender" means Bank of Montreal and its successors in accordance with this Agreement.

"GAAP" means, subject to Section 1.4, generally accepted accounting principles which are in effect from time to time in Canada, which as of the Closing Date is IFRS.

"General Partner" means the general partner from time to time of the Borrower which, on the date hereof, is Source Energy Services Canada LP GP Ltd.

"Governmental Authority" means any federal, provincial, state, regional, municipal or local government or any department, agency, board, tribunal or authority thereof or other political subdivision thereof and any entity or person exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, government or the operation thereof.

"Governmental Authorization" means an authorization, order, permit, approval, grant, license, consent, right, franchise, privilege, certificate, judgment, writ, injunction, award, determination, direction, decree or demand or the like issued or granted by law or by rule or regulation of any Governmental Authority.

"Guarantee" means any guarantee, undertaking to assume, endorse, contingently agree to purchase or to provide funds for the payment of, or otherwise become liable in respect of, any obligation of any person; provided that the amount of each Guarantee shall be deemed to be the amount of the obligation guaranteed thereby, unless the Guarantee is limited to a determinable amount in which case the amount of such Guarantee shall be deemed to be the lesser of such determinable amount or the amount of such obligation.

"Guarantor" means (i) the Parent and the Restricted Subsidiaries, and (ii) any other person, in either case that has provided or is by the terms hereof required to provide a Guarantee of the

Obligations, the Lender Financial Instrument Obligations and the Bank Product Obligations and which, as of the date hereof, includes the persons identified on Schedule J hereto.

"Hazardous Materials" means any substance or mixture of substances which, if released into the environment, would likely cause, immediately or at some future time, harm or degradation to the environment or to human health or safety and includes any substance defined as or determined to be a pollutant, contaminant, waste, hazardous waste, hazardous chemical, hazardous substance, toxic substance or dangerous good under any Environmental Law.

"Hedging Affiliate" means any Affiliate of a Lender which enters into a Financial Instrument.

"Hostile Acquisition" means an acquisition or offer to acquire (which shall include an offer to purchase securities, solicitation of an offer to sell securities, an acceptance of an offer to sell securities, whether or not the offer to sell was solicited, or any combination of the foregoing) outstanding securities of any person (the "Target") pursuant to a "take over bid" under or as defined in applicable corporate or securities legislation, where the board of directors, trustees or similar body of the Target whose securities are the subject matter of the take over bid has neither approved such take over bid nor recommended to the security holders of the Target that they tender or sell their securities pursuant to such take over bid.

"IFRS" means International Financial Reporting Standards including International Accounting Standards and Interpretations together with their accompanying documents which are set by the IFRS Foundation and the IFRS Interpretations Committee, the interpretative body of the IFRS Foundation.

"Indemnified Parties" means, collectively, the Agent and the Lenders, including a receiver, receiver manager or similar person appointed under applicable law, and their respective shareholders, Affiliates, officers, directors, employees and agents and "Indemnified Party" means any one of the foregoing.

"Indemnified Third Party" has the meaning set out in Section 14.3.

"Information" has the meaning set out in Section 16.1(2).

"Insolvency Event" means an Event of Default under Sections 12.1(h), 12.1(i) or 12.1(j).

"Insolvent", in respect of any person, means:

• (a) such person is unable to generally pay its debts as such debts become due;
• (b) a decree or order of a court of competent jurisdiction is entered adjudging such person a bankrupt under the Bankruptcy and Insolvency Act (Canada) or the Bankruptcy Code, proceedings are commenced in a court of competent jurisdiction

in respect of such person under the Winding-up and Restructuring Act (Canada), or any proceeding is commenced with respect to such person under the Companies' Creditors Arrangement Act (Canada) or the Bankruptcy Code;

• (c) any case, proceeding or other action shall be instituted in any court of competent jurisdiction against such person, seeking in respect of it an adjudication in bankruptcy, reorganization, dissolution, winding up, liquidation, a composition, proposal or arrangement with creditors, a readjustment of debts, the appointment of trustee in bankruptcy, receiver, receiver and manager, interim receiver, custodian, sequestrator or other person with similar powers with respect to such person or of all or any substantial part of its assets, or any other like relief in respect of such person under any bankruptcy or insolvency law; and
• (i) such case, proceeding or other action results in an entry of an order for such relief or any such adjudication or appointment; or
• (ii) such case, proceeding or other action shall continue undismissed, or unstayed and in effect, for any period of 30 consecutive days; or
• (d) such person makes any assignment in bankruptcy or makes any other assignment for the benefit of creditors, makes any proposal under the Bankruptcy and Insolvency Act (Canada) or any comparable law, seeks relief under the Companies' Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada) or any other bankruptcy, insolvency or analogous law, files a petition or proposal to take advantage of any act of insolvency, consents to or acquiesces in the appointment of a trustee in bankruptcy, receiver, receiver and manager, interim receiver, custodian, sequestrator or other person with similar powers of itself or of all or any substantial portion of its assets, or files a petition or otherwise commences any proceeding seeking any reorganization, arrangement, composition, administration or readjustment under any applicable bankruptcy, insolvency, moratorium, reorganization or other similar law affecting creditors' rights or consents to, or acquiesces in, the filing of such assignment, proposal, relief, petition, proposal, appointment or proceeding.

"Insurance Proceeds" has the meaning set out in Section 2.16(2)(d).

"Insured Receivables" means those Receivables of the Borrower and the other Loan Parties insured for payment by Export Development Canada or similar insurer approved by the Agent.

"Intellectual Property" means, collectively, patents, patents pending, copyrights, proprietary processes or programs, industrial designs, trademarks, trademark applications, trade names and other intellectual property of every nature and kind.

"Interest Expense" has the meaning given to "Consolidated Interest Expense" in the Senior Secured Indenture.

"Interest Hedging Agreement" means any interest swap agreement, forward rate agreement, floor, cap or collar agreement, futures or options, insurance or other similar agreement or arrangement, or any combination thereof, entered into by a Loan Party where the subject matter of the same is interest rates or the price, value or amount payable thereunder is dependent or based upon the interest rates or fluctuations in interest rates in effect from time to time (but, for certainty, shall exclude conventional floating rate debt).

"Interest Payment Date" means:

• (a) with respect to each Canadian Prime Rate Loan and U.S. Base Rate Loan, the last Banking Day of each calendar month; and
• (b) with respect to each Libor Loan, the last day of each applicable Interest Period and, if any Interest Period is longer than 3 months, the last Banking Day of each 3-month period during such Interest Period,

provided that, in any case, the applicable Maturity Date or, if applicable, any earlier date on which a Credit Facility is fully cancelled or permanently reduced in full, shall be an Interest Payment Date with respect to all Loans then outstanding under such Credit Facility.

"Interest Period" means:

• (a) with respect to each Canadian Prime Rate Loan or the U.S. Base Rate Loan, the period commencing on the applicable Drawdown Date or Conversion Date, as the case may be, and terminating on the date selected by the Borrower hereunder for the Conversion of such Loan into another type of Loan or for the repayment of such Loan;
• (b) with respect to each Bankers' Acceptance, the period selected by the Borrower hereunder and being of 28-92 days' duration, subject to market availability, (or, subject to the agreement of the Lenders, a longer or shorter period) commencing on the Drawdown Date, Rollover Date or Conversion Date of such Loan;
• (c) with respect to each Libor Loan, the period selected by the Borrower and being of 1, 2 or 3 months' duration (or, subject to the agreement of the Lenders, a longer or shorter period) commencing on the applicable Drawdown Date, Rollover Date or Conversion Date, as the case may be; and

(d) with respect to each Letter of Credit, the period commencing on the date of issuance of such Letter of Credit and terminating on the last day the Letter of Credit is outstanding,

provided that in any case: (i) the last day of each Interest Period shall be also the first day of the next Interest Period whether with respect to the same or another Loan; and (ii) the last day of all Interest Periods for Loans outstanding under a given Credit Facility shall expire on or prior to the Maturity Date applicable thereto, subject, however, to the provisions of Section 7.2.

"Interim Order" has the meaning attributed thereto in the Final Order.

"Inventory" means all inventory and any other goods which are held for sale or lease or are to be furnished under contracts of service or consumed in a Loan Party's business, all raw materials, work in process and finished goods, all goods that are returned or repossessed, and all materials and supplies of every kind and nature used or usable in connection with the acquisition, manufacture, processing, supply, servicing, storing, packing, shipping, advertising, selling, leasing or furnishing of the foregoing, and any other components or parts thereof.

"Inventory Margin" means, as of any particular date of determination, the least of:

• (a) an amount in Canadian Dollars equal to 60% (or such lesser or greater percentage as the Agent may determine in accordance with Section 2.20) of the Net Orderly Liquidation Value of Eligible Inventory; and
• (b) an amount in Canadian Dollars equal to 60% (or such lesser or greater percentage as the Agent may determine in accordance with Section 2.20) of the cost (on a weighted average basis) of Eligible Inventory,

provided, in no event shall the Inventory Margin exceed the amount of Cdn.\$25,000,000.

"Investment Grade Account Debtor" means an Account Debtor that is ranked by S&P at BBBor higher, or an equivalent rating from Moody's or DBRS.

"Investment Grade Receivable" means an Eligible Receivable from an Investment Grade Account Debtor, excluding for greater certainty, all Insured Receivables.

"ITA" means the Income Tax Act (Canada) and any successor thereto, and any regulations promulgated thereunder.

"Judgment Conversion Date" has the meaning set out in Section 14.4.

"Judgment Currency" has the meaning set out in Section 14.4.

"Lease" means, any lease of real or personal property in respect of which a Loan Party has a leasehold interest, as lessee.

"Lender BA Suspension Notice" has the meaning set out in Section 13.3.

"Lender Distress Event" means, in respect of a given Lender, such Lender or its Lender Parent is subject to a forced liquidation, merger, sale or other change of control supported in whole or in part by guarantees or other support (including the nationalization or assumption of ownership or operating control by the Government of the United States of America, Canada or any other Governmental Authority) or is otherwise adjudicated as, or determined by any Governmental Authority having regulatory authority over such Lender or Lender Parent or their respective assets to be, Insolvent, bankrupt or deficient in meeting any capital adequacy or liquidity standard of any such Governmental Authority.

"Lender Financial Instrument" means a Financial Instrument entered into between a Lender or a Hedging Affiliate and any Loan Party.

"Lender Financial Instrument Obligations" (or "Lender Financial Obligations" or "Lender Financial Instruments Obligations", each as sometimes referred to in the other Documents) means, collectively, all of the obligations, indebtedness and liabilities (present or future, absolute or contingent, mature or not) of the applicable Loan Parties under, pursuant or relating to any and all Lender Financial Instruments.

"Lender Insolvency Event" means, in respect of a given Lender, such Lender or its Lender Parent:

• (a) is dissolved (other than pursuant to a consolidation, amalgamation or merger);
• (b) becomes Insolvent, is deemed Insolvent by applicable law or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;
• (c) makes a general assignment, arrangement or composition with or for the benefit of its creditors;
• (d) (i) institutes, or has instituted against it by a regulator, supervisor or any similar Governmental Authority with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organization or the jurisdiction of its head or home office, (A) a proceeding pursuant to which such Governmental Authority takes control of such Lender's or Lender Parent's assets, (B) a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy, insolvency or winding-up law or other similar law affecting creditors' rights, or (C) a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar Governmental Authority; or (ii) has

instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy, insolvency or winding-up law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation, and such proceeding or petition is instituted or presented by a person or entity not described in clause (i) above and either (A) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained in each case within 15 days of the institution or presentation thereof;

• (e) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);
• (f) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or a substantial portion of all of its assets;
• (g) has a secured party take possession of all or a substantial portion of all of its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case, within 15 days thereafter;
• (h) causes or is subject to any event with respect to it which, under the Applicable Law of any jurisdiction, has an analogous effect to any of the events specified in subparagraphs (a) to (g) above, inclusive; or
• (i) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing.

"Lender Parent" means any person that directly or indirectly controls a Lender and, for the purposes of this definition, "control" shall have the same meaning as set forth in the definition of "Affiliate" contained herein.

"Lenders' Counsel" means the firm of Blake, Cassels & Graydon LLP or such other firm of legal counsel as the Agent may from time to time designate.

"Letter of Credit" or "LC" means a letter of credit in form satisfactory to and issued by the Fronting Lender, for the account of the Lenders under the Operating Facility or the SBLC Facility, as applicable, acting at the request of and in accordance with the instructions of the Borrower, to make payment in accordance with the terms and conditions thereof of an amount to or to the order of a third party.

"Libor Discontinuation Date" has the meaning set out in Section 13.1(2)(a).

"Libor Loan" means an Advance in, or Conversion into, United States Dollars made by the Lenders (or any of them) to the Borrower with respect to which the Borrower has specified that interest is to be calculated by reference to the Libor Rate, and each Rollover in respect thereof.

"Libor Rate" means, for each Interest Period applicable to a Libor Loan, the rate of interest per annum, expressed on the basis of a year of 360 days, determined by the Agent at approximately 11:00 a.m. (London, England time) on the second Banking Day prior to the first day of such Interest Period by reference to the rate set by ICE Benchmark Administration for deposits in United States Dollars (as set forth by any service selected by the Agent that has been nominated by ICE Benchmark Administration as an authorized information vendor for the purpose of displaying such rates) for a period equal to the Interest Period in question; provided, however, that, to the extent that such rate is not ascertainable pursuant to the foregoing provisions of this definition, the "Libor Rate" shall be determined by the Agent as the rate for the relevant period at which deposits of comparable term and amount are offered by it to prime banks in the London interbank market at approximately 11:00 a.m. London, England time on such date, provided further that, if the "Libor Rate" determined as hereinabove contemplated shall ever be less than one (1%) percent, such rate shall be deemed to be one (1%) percent for the purposes of this Agreement.

"Loan" means a Canadian Prime Rate Loan, U.S. Base Rate Loan, Libor Loan, Bankers' Acceptance or BA Equivalent Advance or Letter of Credit outstanding hereunder.

"Loan Parties" means, collectively, the Borrower and the Guarantors and their respective successors and permitted assigns and "Loan Party" means any one of the foregoing.

"Majority of the Lenders" means:

• (a) when there are two or fewer Lenders, all of the Lenders; and
• (b) when there are three or more Lenders, the Lenders holding Commitments of which are, in the aggregate, at least 66⅔% of the Commitments of all Lenders hereunder.

"Material Adverse Effect" means a material adverse effect on:

• (a) the financial condition of the Loan Parties on a consolidated basis and taken as a whole;
• (b) the ability of the Borrower or any of the other Loan Parties to observe or perform its obligations under the Documents to which it is a party or the validity or enforceability of such Documents or any material provision thereof;
• (c) the property, business, operations, liabilities or capitalization of the Borrower and the other Loan Parties on a consolidated basis and taken as a whole; or

(d) the Security, the priority thereof or any right or remedy of the Agent and the Lenders thereunder.

"Material Contracts" means such contracts and agreements entered into by the Loan Parties or their nominees from time to time that are, in the opinion of the Lenders in consultation with the Borrower, each acting reasonably, material to business or operations of the Loan Parties, and which if terminated and not replaced would result or would reasonably be expected to result, in a Material Adverse Effect, including the contracts listed and described in Schedule L, any additional Material Contracts entered into in the future by the Loan Parties, and all amendments, modifications and supplements to, and restatements and replacements of, such contacts as permitted hereunder.

"Maturity Date" means September 30, 2023.

"Month End" means the last day of each calendar month.

"Moody's" means Moody's Investors Service, Inc. and any successors thereto.

"Multiemployer Plan" means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which a Loan Party or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

"Multiple Employer Plan" means a Plan which has two or more contributing sponsors (including a Loan Party or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

"Net Orderly Liquidation Value" means the value of Eligible Inventory, based upon definitions and assumptions acceptable to the Agent in its sole discretion and confirmed in an appraisal report by an accredited appraiser satisfactory to the Agent in its sole discretion as the estimated most probable price (net of all related selling expenses and costs) that such Eligible Inventory could typically realize at a public auction sale, held under orderly sale conditions.

"Non-Acceptance Lender" means (a) a Lender which does not accept bankers' acceptances in the ordinary course of its business or (b) in respect of Lenders other than Schedule I Lenders, a Lender who, by notice in writing to the Agent and the Borrower, elects thereafter to make BA Equivalent Advances in lieu of accepting Bankers' Acceptances.

"Non-Additional Liquidity Facility Portion" means, at any date of determination, the quotient obtained by dividing (i) the Secured Obligations (other than the Additional Liquidity Facility Obligations) to (ii) the Secured Obligations.

"Obligations" means, at any time and from time to time, all of the obligations, indebtedness and liabilities (present or future, absolute or contingent, matured or not) of the Borrower and the other

Loan Parties to the Lenders and the Agent under, pursuant or relating to the Documents and the Credit Facilities and whether the same are from time to time reduced and thereafter increased or entirely extinguished and thereafter incurred again and including all principal, interest, fees, legal and other costs, charges and expenses, and other amounts payable by the Borrower under this Agreement.

"OFAC" means The Office of Foreign Assets Control of the U.S. Department of the Treasury.

"Officer's Certificate" means a certificate or notice (other than a Compliance Certificate) signed by any one of the president, chief financial officer, a vice president, treasurer, assistant treasurer, controller, corporate secretary or assistant secretary of the General Partner of the Borrower, on behalf of the Borrower, or another Loan Party, as the case may be, (including, in the case of a partnership a certificate or notice signed by such an officer of a general partner or managing partner of such partnership); provided, however, that Drawdown Notices, Conversion Notices, Rollover Notices and Repayment Notices shall be executed on behalf of the Borrower by any one of the foregoing persons of the General Partner or such other persons as may from time to time be designated by written notice from the Borrower to the Agent.

"Operating Facility" means the credit facility in the maximum principal amount of Cdn.\$50,000,000 (or the Equivalent Amount thereof in United States Dollars) to be made available to the Borrower by the Lenders under the Operating Facility in accordance with the provisions hereof, subject to any reduction in accordance with the provisions hereof.

"Operating Facility Commitment" means the commitment by each Lender under the Operating Facility to provide up to the amount of Canadian Dollars (or the Equivalent Amount thereof in United States Dollars) set forth opposite its name in Schedule A annexed hereto, subject to any reduction in accordance with the provisions hereof.

"Operating Facility Obligations" means, at any time and from time to time, all of the Obligations of the Borrower and the other Loan Parties to the Lenders and the Agent under or relating to the Operating Facility.

"Order" has the meaning set out in Section 7.9(5).

"Other Collateral" means, with respect to any Loan Party, (a) all now owned and hereafter acquired Blocked Accounts and any other Deposit Accounts (other than the Senior Secured Account) of such Loan Party maintained with any bank, financial institution or securities intermediary into which the proceeds of any ABL Collateral are deposited, or are required by the Documents to be deposited, and all cash and other monies and properties of a Loan Party in the possession or control of the Agent; provided, however, that "Other Collateral" shall also include proceeds of ABL Collateral deposited in the Senior Secured Account, if any; (b) all investments and reinvestments (however evidenced) of amounts from time to time credited to any of the

aforementioned accounts; and (c) all interest, dividends, distributions and other proceeds payable on or with respect to (i) such investments and reinvestments, and (ii) such accounts. Notwithstanding the foregoing, "Other Collateral" shall exclude all proceeds of Senior Secured Collateral (including all interest, dividends, distributions and other proceeds payable on or with respect to Senior Secured Collateral).

"Other Connection Taxes" shall mean, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Document, or sold or assigned an interest in any Loan or Document).

"Outstanding BAs Collateral" has the meaning set out in Section 2.17(3).

"Outstanding Principal" means, at any time, the aggregate of (i) the principal amount of all outstanding Canadian Prime Rate Loans, (ii) the Equivalent Amount in Canadian Dollars of the principal amount of all outstanding U.S. Base Rate Loans and Libor Loans, (iii) the amounts payable at maturity of all outstanding Bankers' Acceptances and BA Equivalent Advances, (iv) the maximum amount available to be drawn under all outstanding Letters of Credit denominated in Canadian Dollars, and (v) the Equivalent Amount in Canadian Dollars of the maximum amount available to be drawn under all outstanding Letters of Credit denominated in United States Dollars.

"Ownership Interest" means:

• (a) in respect of a body corporate, any shares in the capital of such body corporate;
• (b) in respect of a partnership, any partnership units or interests in such partner and includes any other income, capital, beneficial or ownership interest (however designated) in such partnership; and
• (c) in respect of any other person, any income, capital, beneficial or ownership interest (however designated) in such person (including, for certainty, any trust units in the case of a trust),

in each case, whether any of the foregoing are voting or non-voting and including any securities, instruments or contractual rights capable of being converted into, exchanged or exercised for any of the foregoing (including options, warrants, conversion or exchange privileges and similar rights).

"Parent" means Source Energy Services Ltd. and its successors and assigns.

"Patriot Act" has the meaning set out in Section 16.17.

"PBGC" means the U.S. Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

"Pension Act" means the Pension Protection Act of 2006.

"Pension Funding Rules" means the rules of the U.S. Code and ERISA regarding minimum required contributions (including any instalment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the U.S. Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Sections 412, 430, 431, 432 and 436 of the U.S. Code and Sections 302, 303, 304 and 305 of ERISA.

"Pension Plan" means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by a Loan Party or any ERISA Affiliate, or with respect to which a Loan Party or ERISA Affiliate has any obligation, liability, contingent or otherwise, and either is covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the U.S. Code.

"Permitted Asset Sale" means any Asset Sale permitted in accordance with Section 5.14 of the Senior Secured Indenture.

"Permitted Assignee" has the meaning set out in Section 16.6.

"Permitted Collateral Location" subject to Section 10.1(g), means a location set forth on Schedule M or a location approved by the Agent in writing.

"Permitted Contest" means action taken by or on behalf of the Borrower, Source US or any of their respective Subsidiaries in good faith by appropriate proceedings diligently pursued to contest a Tax, claim or Security Interest, provided that:

• (a) the person to which the Tax, claim or Security Interest being contested is relevant (and, in the case of a Subsidiary of either the Borrower or Source US, the Borrower and Source US on a consolidated basis) has established reasonable reserves therefor if and to the extent required by GAAP;
• (b) proceeding with such contest does not have, and would not reasonably be expected to have, a Material Adverse Effect; and

• (c) proceeding with such contest will not create a material risk of sale, seizure, forfeiture or loss of, or interference with the use or operation of, the ABL Collateral or any other material part of the consolidated assets of the Borrower, Source US and their respective Subsidiaries.

• (a) the Obligations;

• (b) any Debt owing by a Loan Party to another Loan Party;
• (c) the Senior Secured Debt, provided such Senior Secured Debt is subject to the terms and conditions of the Restated Intercreditor Agreement;
• (d) any Senior Secured Indenture Permitted Debt, provided that:
• (i) "Existing Indebtedness" in Section 5.11(b)(ix) of the Senior Secured Indenture shall not be considered Permitted Debt unless it is Subordinated Debt;
• (ii) the Debt being guaranteed in Section 5.11(b)(xiv) f the Senior Secured Indenture is Subordinated Debt; and
• (iii) in Section 5.11(b)(xvi) of the Senior Secured Indenture, "Cash Management Obligations" (as defined in the Senior Secured Indenture) shall only be permitted to the extent that such "Cash Management Obligations" are with Bank of Montreal.

Notwithstanding the foregoing, for greater certainty, any Debt that is contractually subordinated in right of payment to any other Debt of such member of the Restricted Group shall not be considered Permitted Debt unless such additional Debt is also contractually subordinated in right of payment to the Obligations, on substantially identical terms; provided, however, that no Debt will be deemed to be contractually subordinated in right of payment to any other Debt solely by virtue of being unsecured or by virtue of being secured on a junior priority basis.

"Permitted Disposition" means, in respect of the Borrower or any other Loan Party, any of the following:

• (a) Permitted Asset Sales;
• (b) a sale or disposition of tangible personal property that is obsolete or no longer used or useful for its intended purpose;
• (c) sales or dispositions by a Loan Party to another Loan Party; and
• (d) sales or dispositions of Inventory in the ordinary course of business; and

(e) any sale or disposition of tangible personal or real property permitted under the Senior Secured Indenture.

"Permitted Encumbrances" means as at any particular time any of the following encumbrances on the property or any part of the property of the Borrower or any other Loan Party:

• (a) Security Interests in favour of the Lenders or the Agent on behalf of the Lenders (including, for certainty, the Security);
• (b) Security Interests securing the Senior Secured Debt owing to the Senior Secured Noteholders, provided that such Security Interests are subject to the provisions of the Restated Intercreditor Agreement;
• (c) "Permitted Liens" as defined in the Senior Secured Indenture; provided that:
• (i) Security Interests in respect of "Cash Management Obligations" (as referred to in subsection (a) of the definition of "Permitted Liens") shall only be permitted if they are in favour of Bank of Montreal or unless consented to in writing by the Agent, and if so consented, such Security Interests shall be Subordinated Debt;
• (ii) the reference to "Event of Default" in Subsection (f) shall be deemed to be a reference to an Event of Default hereunder; and
• (iii) the term "Permitted Refinancing Indebtedness" (as defined in Section 1.1 of the Senior Secured Indenture) referred to in Subsection (o) of the "Permitted Liens" definition is hereby revised by:
  • (A) deeming the reference to "Subordinated Indebtedness" to be a reference to Subordinated Debt; and
  • (B) deeming the reference to "the Notes issued by, or the Note Guarantee," in Subsection (d) of the definition of "Permitted Refinancing Indebtedness" to be a reference to the Obligations;
• (d) other Security Interests from time to time disclosed by the Borrower to the Agent and which are consented to by the Lenders; and
• (e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Security Interest referred to in the preceding subparagraphs (a) to (d) inclusive of this definition, so long as any such extension, renewal or replacement of such Security Interest is limited to all or any part of the same property that secured the Security Interest extended, renewed or

replaced (plus improvements on such property) and the indebtedness or obligation secured thereby is not increased,

provided that nothing in this definition shall in and of itself cause the Obligations hereunder to be subordinated in priority of payment to any such Permitted Encumbrance or cause any Security Interests in favour of the Lenders or the Agent on behalf of the Lenders to rank subordinate to any such Permitted Encumbrance (other the priorities expressly agreed to in the Restated Intercreditor Agreement).

"Permitted Hedging" means Financial Instruments:

• (a) which are entered into in the ordinary course of business with the Lenders or their Hedging Affiliates and for hedging purposes and not for speculative purposes (determined, where relevant, by reference to GAAP); for certainty, Interest Hedging Agreements having as a subject matter principal amounts (either individually or in the aggregate, but determined on a net basis taking into account transactions or agreements entered into to reverse the position or limit the exposure under an existing Interest Hedging Agreement) greater than the aggregate liability of the Borrower and the other Loan Parties for borrowed money shall be deemed to be for speculative purposes; and
• (b) which have a term of 5 years or less (for certainty, for all purposes relating hereto and to the other Documents, (i) the term of any Financial Instrument shall commence on the date that the Financial Instrument in question is entered into notwithstanding the fact that the effective date of such Financial Instrument, or other date from which payments or deliveries are to be made or determined thereunder, is subsequent to the date such Financial Instrument is entered into and (ii) without limiting the foregoing, and in addition thereto, the term of a swap transaction or other transaction entered into pursuant to or governed by a Master Agreement published by the International Swaps and Derivatives Association, Inc. (including by International Swap Dealers Association, Inc.) or any successor thereto shall commence on the trade date thereof).

"Person" or "person" means any individual, firm, partnership, company, corporation, joint venture, agency or instrumentality, unincorporated body of persons, association or other entity or a government or any agency or political subdivision thereof.

"Plan" means an employee benefit plan (as defined in Section 3(3) of ERISA) covered by ERISA, other than a Multiemployer Plan, which a Loan Party sponsors or maintains or to which a Loan Party makes, is making or is obligated to make contributions and includes any Pension Plan.

"Plan of Arrangement" has the meaning attributed thereto in the Final Order.

"Platform" has the meaning set out in Section 16.16.

"Power of Attorney" means a power of attorney provided by the Borrower to a Lender with respect to Bankers' Acceptances in accordance with and pursuant to Section 6.4 hereof.

"PPSA" means the Personal Property Security Act (Alberta).

"Priority Payables" means, as at any particular time of determination, any amount due and payable at such time by a Loan Party that is secured by a lien (whether choate or inchoate) or a statutory right in favour of a Governmental Authority, that encumbers any ABL Collateral and that ranks, or is capable of ranking prior to or pari passu with any Security Interest on such ABL Collateral granted in favour of the Agent and Lenders, including to the extent it constitutes a Priority Payable under Applicable Law, amounts due deducted or withheld, as applicable, and not yet paid, contributed or remitted, as applicable, by any Loan Party in respect of vacation pay, termination and severance pay, realty, municipal or similar Taxes, or pursuant to any legislation relating to workers' compensation, employment insurance, the ITA, any Canadian Pension Plan, the Wage Earners Protection Act or any similar legislation.

"Purchase Money Obligation" means any monetary obligation created or assumed as part of the purchase price of real or tangible personal property, whether or not secured, any extensions, renewals or refundings of any such obligation, provided that the principal amount of such obligation outstanding on the date of such extension, renewal or refunding is not increased and further provided that any security given in respect of such obligation shall not extend to any property other than the property acquired in connection with which such obligation was created or assumed and fixed improvements, if any, erected or constructed thereon and the proceeds thereof.

"Qualified ECP Guarantor" means, in respect of any Swap Obligation, as applicable, the Parent, the Borrower, Source US and any Subsidiary of either the Parent, the Borrower or Source US (that provides a guarantee to the Agent, the Lenders, the Hedging Affiliates and the Bank Product Providers) that has total assets exceeding U.S.\$10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an "eligible contract participant" under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an "eligible contract participant" at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

"Rateable" and "Rateably" means, at any date of determination, the proportion that the Equivalent Amount in Canadian Dollars of the amount of the Operating Facility Obligations, Additional Liquidity Facility Obligations, Bank Product Obligations and Lender Financial Instrument Obligations of any Lender (including, for certainty, as a Bank Product Provider) and Hedging Affiliates thereof bears to the aggregate of the Equivalent Amount in Canadian Dollars of the Operating Facility Obligations, Additional Liquidity Facility Obligations, Bank Product

Obligations and Lender Financial Instrument Obligations of all Lenders and Hedging Affiliates, as determined at the Adjustment Time.

"Rateable Portion" means, subject to Section 6.5 in respect of the rounding of allocations of Bankers' Acceptances, in respect of each Lender from time to time:

• (a) in respect of the Operating Facility and Drawdowns, Conversions, Rollovers and Loans and other amounts payable thereunder, the product obtained by multiplying that amount by the quotient obtained by dividing (i) that Lender's Operating Facility Commitment by (ii) the Total Operating Facility Commitment;
• (b) in respect of the Additional Liquidity Facility and Drawdowns, Conversions, Rollovers and Loans and other amounts payable thereunder, the product obtained by multiplying that amount by the quotient obtained by dividing (i) that Lender's Additional Liquidity Facility Commitment by (ii) the Total Additional Liquidity Facility Commitment; and
• (c) in respect of the SBLC Facility and Drawdowns, Conversions, Rollovers and Loans and other amounts payable thereunder, the product obtained by multiplying that amount by the quotient obtained by dividing (i) that Lender's SBLC Facility Commitment by (ii) the aggregate of all of the Lenders' SBLC Facility Commitments.

"Realization Proceeds" has the meaning set out in Section 12.7.

"Recapitalization Transaction" has the meaning attributed thereto in the Circular.

"Receivable" means all "accounts", as such term is now defined in the PPSA, now or hereafter acquired by any Loan Party, arising out of or in connection with the sale or lease of Inventory or the performance of services, including (a) all guarantees and other security therefor, whether secured or unsecured, now existing or hereafter created; (b) credit balances arising in connection with or pursuant to any of the foregoing; (c) notes, deposits or property of the applicable account debtors securing the obligations of any such account debtors to a Loan Party; (d) cash and noncash proceeds of any and all of the foregoing; (e) all demands, monies, choses in action and claims for monies now or hereafter due and payable in connection with any and all of the foregoing; and (f) all unpaid seller's or lessor's rights (including rescission, replevin, reclamation, repossession and stoppage in transit) relating to the foregoing or arising therefrom and all rights to any goods represented by any of the foregoing, including rights to returned, reclaimed or repossessed goods; whether or not specifically sold or assigned to the Agent under the Security.

"Related Party" means any person which is any one or more of the following:

• (a) an Affiliate of the Parent, the Borrower, Source US or any Subsidiary of either the Parent, the Borrower or Source US;
• (b) a unitholder, shareholder or partner of the Parent, the Borrower, Source US or any Subsidiary of either the Parent, the Borrower or Source US which, together with all Affiliates of such person, owns or controls, directly or indirectly, more than 10% of the units, shares, capital or other ownership interests (however designated) of the Parent, the Borrower, Source US or any Subsidiary of either the Parent, the Borrower or Source US, or an Affiliate of any such unitholder, shareholder or partner;
• (c) an officer, director or trustee of any of the foregoing; and
• (d) a person which is not at arm's length from the Parent, the Borrower, Source US and each of their Subsidiaries.

"Release" means any release, spill, emission, leak, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration into the environment including the movement of Hazardous Materials through ambient air, soil, surface water, ground water, wetlands, land or sub surface strata.

"Relevant Governmental Body" means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.

"Repayment Notice" means a notice substantially in the form annexed hereto as Schedule F to be given to the Agent by the Borrower pursuant hereto.

"Replacement Benchmark Conforming Changes" means, with respect to any proposed Replacement Benchmark, any conforming changes to paragraph (c) of the definition of "U.S. Base Rate", paragraph (c) of the definition of "Interest Period", paragraph (b) of the definition of "Interest Payment Date", the definition of "Libor Loan", timing and frequency of determining rates and making payments of interest and other administrative matters as may be appropriate, in the reasonable discretion of the Agent in consultation with the Borrower, to reflect the adoption of such Replacement Benchmark and to permit the administration thereof by the Agent in a manner substantially consistent with market practice (or, if the Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of the Replacement Benchmark exists, in such other manner of administration as the Agent determines is reasonably necessary in connection with the administration of this Agreement).

"Replacement Benchmark Spread" means, with respect to any replacement of the Libor Rate with an alternate benchmark rate for each applicable Libor Rate Interest Period, a spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) as may be agreed between the Agent and the Borrower, in each case giving due consideration to any evolving or then existing convention for similar U.S. Dollar denominated syndicated credit facilities for such adjustments, which may include any selection, endorsement or recommendation by the Relevant Governmental Body with respect to such facilities for the applicable alternate benchmark rate.

"Reportable Event" means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30-day notice period has been waived.

"Required Permits" means all Governmental Authorizations which are necessary at any given time for the Borrower and each of the other Loan Parties to own and operate its property, assets, rights and interests or to carry on its business and affairs.

"Reserves" means reserves that limit the Excess Availability under the Operating Facility, consisting of reserves against Eligible Receivables and Eligible Inventory, established and as may be adjusted from time to time by the Agent, in the Agent's credit judgment in accordance with Section 2.20, including, without limitation, rent reserves, reserves in respect of Bank Products, in respect of Lender Financial Instruments (including Swap Obligations with a Lender or any of its Hedging Affiliates), reserves in respect of suppliers the Agent has identified would be likely to exercise unpaid seller's thirty (30) day goods rights to repossess goods or revendication rights, reserves in respect of dilution in excess of the percentage assumed by the Agent for the purpose of establishing the advance rates used to calculate the Borrowing Base, warehousemen's and bailees' charges (unless such charges are dealt with, to the Agent's satisfaction, in Collateral Access Agreements) reserves established from time to time by the Agent in its credit judgment in respect of Priority Payables and with respect to amounts that the Agent believes may be required to be paid in connection with the preservation, protection, collection or realization of ABL Collateral, or in connection with any obligation of any Loan Party set forth in any Document.

"Restated Intercreditor Agreement" means the intercreditor agreement dated December 8, 2016, as amended and restated on or about the date hereof, between, among others, the Agent, the Senior Secured Collateral Agent, the Senior Secured Trustee, the Borrower and Source Canada Holdings and the other Loan Parties as amended, supplemented, restated or replaced from time to time in accordance with the terms thereof.

"Restricted Group" means the Parent, collectively with each of its direct and indirect existing and future Restricted Subsidiaries, and each individually as a "member" of the Restricted Group.

"Restricted Subsidiary" of a Person means any Subsidiary of such Person that is not an Unrestricted Subsidiary. On the Closing Date, every Subsidiary of the Parent will be a Restricted

Subsidiary other than Sahara Field Solutions Ltd., Source Energy Services Chemical US LP and Source Energy Services US Chemical GP, Inc..

"Rollover" means:

• (a) with respect to any Libor Loan, the continuation of all or a portion of such Loan (subject to the provisions hereof) for an additional Interest Period subsequent to the initial or any subsequent Interest Period applicable thereto;
• (b) with respect to Bankers' Acceptances, the issuance of new Bankers' Acceptances or the making of new BA Equivalent Advances (subject to the provisions hereof) in respect of all or any portion of Bankers' Acceptances (or BA Equivalent Advances made in lieu thereof) maturing at the end of the Interest Period applicable thereto, all in accordance with Article 6 hereof; and
• (c) with respect to Letters of Credit, the extension or replacement of an existing Letter of Credit, provided the beneficiary thereof (including any successors or permitted assigns thereof) remains the same, the maximum amount available to be drawn thereunder is not increased, the currency in which the same is denominated remains the same and the terms upon which the same may be drawn remain the same,

in each case, under the same Credit Facility under which the maturing Loan was made.

"Rollover Date" means the date of commencement of a new Interest Period applicable to a Loan and which shall be a Banking Day.

"Rollover Notice" means a notice substantially in the form annexed hereto as Schedule G to be given to the Agent by the Borrower pursuant hereto.

"S&P" means the Standard & Poor's Rating Group (a division of The McGraw Hill Companies, Inc.) and any successors thereto.

"Sanctioned Country" means a country subject to comprehensive, territorial sanctions administered by OFAC.

"Sanctioned Person" means any of the following currently or in the future: (i) an entity, vessel, or individual named on the list of Specially Designated Nationals or Blocked Persons maintained by OFAC or under the provision of the Special Economic Measures Act (Canada), the Criminal Code (Canada), the Freezing Assets of Corrupt Foreign Officials Act (Canada) or the United Nations Act (Canada) or any associated regulations; (ii) anyone more than 50-percent owned by an entity or individual described in clause (i) above or (iii) (A) an agency or instrumentality of, or an entity owned or controlled by, the government of a Sanctioned Country, or (B) an individual

who is a citizen or resident of, or located in, a Sanctioned Country, to the extent that the agency, instrumentality, entity or individual is subject to a sanctions program administered by OFAC.

"Sanctions Laws" means any sanction laws and regulations issued by the United States of America, Canada, the United Nations Security Council or any other applicable country or association of countries where the Borrower, Source US or any of its Subsidiaries operates and includes the laws, regulations, and rules promulgated or administered by OFAC to implement US sanctions programs, including any enabling legislation or Executive Order related thereto, as amended from time to time; the US Comprehensive Iran Sanctions, Accountability, and Divestment Act and the regulations and rules promulgated thereunder, as amended from time to time; the US Iran Threat Reduction and Syria Human Rights Act and the regulations and rules promulgated thereunder, as amended from time to time; and the US Iran Freedom and Counter-Proliferation Act and the regulations and rules promulgated thereunder.

"Sand Crusher" means the sand crusher to be located at the wash plant in Barron County, Wisconsin, together with related fixtures and chattels.

"SBA" means the U.S. Small Business Administration.

"SBA PPP Loan" means a loan incurred by the SBA PPP Loan Applicant under 15 U.S.C. 636(a)(36) (as added to the Small Business Act by Section 1102 of the CARES Act).

"SBA PPP Loan Applicant" means Source Energy Services Proppants LP.

"SBA PPP Loan Date" means the date on which SBA PPP Loan Applicant receives the proceeds of the SBA PPP Loan.

"SBLC Facility" means the standby letter of credit facility in the initial maximum principal amount of U.S.\$5,000,000 (or the Equivalent Amount thereof in Canadian Dollars) to be made available to the Borrower by the Lenders in accordance with the provisions hereof and guaranteed by the EDC Guarantee, provided that, the maximum principal amount of such standby letter of credit facility shall be automatically increased to U.S.\$8,500,000 (or the Equivalent Amount thereof in Canadian Dollars) upon confirmation by the Agent that the EDC Amendment has been completed.

"SBLC Facility Commitment" means the commitment of the Fronting Lender under the SBLC Facility up to the amount of U.S. Dollars set forth opposite its name in Schedule A annexed hereto, both prior to and after the completion of the EDC Amendment, subject to any increase or reduction in accordance with the provisions hereof (including, for certainty, any increase pursuant to Section 2.4(6) in connection with the completion of the EDC Amendment).

"SBLC Facility Obligations" means, at any time and from time to time, all of the Obligations of the Borrower and the other Loan Parties to the Fronting Lender and the Agent under or relating to the SBLC Facility.

"Schedule I Lender" means a Lender which is a Canadian chartered bank listed on Schedule I to the Bank Act (Canada).

"Schedule II Lender" means a Lender which is a Canadian chartered bank listed on Schedule II to the Bank Act (Canada).

"Schedule III Lender" means a Lender which is an authorized foreign bank listed on Schedule III to the Bank Act (Canada).

"Secured Obligations" has the meaning given to it in Section 12.7.

"Security" means, collectively, the guarantees, debentures, debenture pledge agreements, pledge agreements, assignments, indemnities and other security agreements executed and delivered, or required to be executed and delivered, by the Borrower and the other Loan Parties under and pursuant to this Agreement to secure the Obligations (or any of them) and shall include, (i) in respect of each Guarantor, an unlimited omnibus guarantee agreement substantially in the form of Schedule H-1 annexed hereto, with such modifications and insertions as may be required by the Agent, acting reasonably, (ii) in respect of each of the Loan Parties domiciled in Canada, an omnibus general security agreement in the form of Schedule H-2 annexed hereto, with such modifications and insertions as may be required by the Agent, acting reasonably and, to the extent a Loan Party domiciled in Canada is required to provide a mortgage pursuant to Section 11.1(2) and Section 11.1(3) of this Agreement, a mortgage in each applicable jurisdiction in a form acceptable to the Agent and the Majority of the Lenders and (iii) in respect of each of the Loan Parties domiciled in the United States of America, an omnibus security agreement in the form of Schedule H-3 annexed hereto, with such modifications and insertions as may be required by the Agent, acting reasonably, and, to the extent a Loan Party domiciled in the United States of America is required to provide a mortgage pursuant to Section 11.1(2) and Section 11.1(3) of this Agreement, a mortgage in each applicable jurisdiction in a form acceptable to the Agent and the Majority of the Lenders.

"Security Interest" means mortgages, charges, pledges, hypothecs, assignments by way of security, conditional sales or other title retentions, security created under the Bank Act (Canada), liens (whether statutory or otherwise), encumbrances, deemed trusts, easements, right of way, security interests or other interests in property, howsoever created or arising, whether fixed or floating, perfected or not, which secure payment or performance of an obligation and, including, in any event:

• (a) deposits or transfers of cash, marketable securities or other Financial Assets under any agreement or arrangement whereby such cash, securities or assets may be withdrawn, returned or transferred only upon fulfilment of any condition as to the discharge of any other indebtedness or other obligation to any creditor;
• (b) (i) rights of set off or (ii) any other right or arrangement of any kind with any creditor, which in any case are made, created or entered into, as the case may be, for the purpose of or having the effect (directly or indirectly) of (A) securing Debt, (B) preferring some holders of Debt over other holders of Debt or (C) having the claims of any creditor be satisfied prior to the claims of other creditors with or from the proceeds of any properties, assets or revenues of any kind now owned or later acquired;
• (c) the rights of lessors under capital leases, operating leases and any other lease financing;
• (d) absolute assignments of Receivables;
• (e) in the case of an Ownership Interest, any purchase option, call or similar right of a third party with respect to such Ownership Interest; and
• (f) any option, trust or other preferential arrangement having the practical effect of any of the foregoing.

"Senior Secured Account" means an account to be opened by the Borrower with Bank of Montreal, which will be established by the Borrower or Source Canada Holdings solely to hold proceeds of Senior Secured Collateral.

"Senior Secured Collateral" means, for so long as the Senior Secured Debt remains outstanding, all of the Collateral of the Loan Parties, other than the ABL Collateral and the proceeds thereof.

"Senior Secured Collateral Agent" means Computershare Trust Company of Canada, as collateral agent (together with its successors and assigns) for the Senior Secured Noteholders under the Senior Secured Indenture.

"Senior Secured Debt" means the indebtedness and other obligations owing by the Borrower and Source Canada Holdings under or in connection with the Senior Secured Indenture.

"Senior Secured Documents" means the Senior Secured Indenture, Senior Secured Notes, all Guarantees provided thereof, all Security Documents (as defined in the Senior Secured Indenture) and all other agreements, instruments and other documents governing, securing or relating thereto.

"Senior Secured Indenture" means the trust indenture made among the Borrower, Source Canada Holdings, as issuers, the Senior Secured Trustee and the Senior Secured Collateral Agent dated December 30, 2020, pursuant to which Senior Secured Notes in an aggregate principal amount of \$142,238,201 have been issued by the Borrower and Source Canada Holdings, as the same may be amended, restated, replaced or modified from time to time with the prior written consent of the Lenders to the extent required hereunder or under the Restated Intercreditor Agreement.

"Senior Secured Indenture Borrowing Base" has the meaning ascribed to the term "Borrowing Base" under the Senior Secured Indenture.

"Senior Secured Indenture Credit Facilities" has the meaning ascribed to the term "Credit Facilities" under the Senior Secured Indenture.

"Senior Secured Indenture Permitted Debt" has the meaning ascribed to the term "Permitted Debt" in the Senior Secured Indenture.

"Senior Secured Noteholders" mean the holders of the Senior Secured Notes issued from time to time pursuant to the Senior Secured Indenture.

"Senior Secured Notes" means the 10.5% senior secured first lien notes due March 15, 2025 issued pursuant to the Senior Secured Indenture.

"Senior Secured Trustee" means Computershare Trust Company of Canada, as trustee (together with its successors and assigns) for the Senior Secured Noteholders under the Senior Secured Indenture.

"Small Business Act" means the Small Business Act (15 U.S. Code Chapter 14A – Aid to Small Business).

"SOFR" means the daily Secured Overnight Financing Rate provided by the Federal Reserve Bank of New York, as the administrator of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New York's Website.

"Sole Additional Liquidity Facility Drawdown" has the meaning set out in Section 2.4(3).

"Sole Arranger" means Bank of Montreal.

"Source Canada Holdings" means Source Energy Services Canada Holdings Ltd. (as successor by amalgamation to Source Energy Services Canada Holdings Ltd. and 12406365 Canada Inc.) and its successors and assigns.

"Source US" means Source Energy Services US LP and its successors and assigns.

"Source US General Partner" means the general partner from time to time of Source US which, on the date hereof, is Source Energy Services US II LP GP Ltd.

"Specified Account Debtors" means, collectively, Seven Generations Energy Ltd. and any other Account Debtors that the Agent agrees in writing to deem as a Specified Account Debtor from time to time in its sole and absolute discretion.

"Specified Permitted Collateral Locations" subject to Section 10.1(g), means, collectively, the Permitted Collateral Location at (a) 500, 438 – 11 Ave SE, Calgary, Alberta, (b) 3430 Oakwood Mall Drive, Suite 300, Eau Claire, Wisconsin 54701; and (c) such other location as permitted in Section 10.1(g)(ii)(A).

"Subordinated Debt" means any indebtedness of the Borrower and the other Loan Parties that is subordinated (on terms that are satisfactory to the Lenders, acting reasonably) to the Obligations, the Financial Instrument Obligations and the Bank Product Obligations.

"Subsidiary" means, with respect to any person ("X"):

• (a) any corporation of which at least a majority of the outstanding shares having by the terms thereof 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 might have voting power by reason of the happening of any contingency, unless the contingency has occurred and then only for as long as it continues) is at the time directly, indirectly or beneficially owned or controlled by X or one or more of its Subsidiaries, or X and one or more of its Subsidiaries;
• (b) any partnership of which, at the time, X, or one or more of its Subsidiaries, or X and one or more of its Subsidiaries: (i) directly, indirectly or beneficially own or control more than 50% of the income, capital, beneficial or ownership interests (however designated) thereof; and (ii) is a general partner, in the case of limited partnerships, or is a partner or has authority to bind the partnership, in all other cases; or
• (c) any other person of which at least a majority of the income, capital, beneficial or ownership interests (however designated) are at the time directly, indirectly or beneficially owned or controlled by X, or one or more of its Subsidiaries, or X and one or more of its Subsidiaries,

provided that, unless otherwise expressly provided or the context otherwise requires, references herein to "Subsidiary" or "Subsidiaries" shall be and shall be deemed to be references to Subsidiaries of the Parent.

"Successor Agent" has the meaning set out in Section 15.10.

"Swap Obligation" means, with respect to any person that has provided Security, any obligation to pay or perform under any agreement, contract or transaction that constitutes a "swap" within the meaning of Section 1a(47) of the Commodity Exchange Act.

"Taxes" means all taxes, levies, imposts, stamp taxes, duties, fees, deductions, withholdings, charges, compulsory loans or restrictions or conditions resulting in a charge which are imposed, levied, collected, withheld or assessed by any country or political subdivision or taxing authority thereof now or at any time in the future, together with interest thereon and penalties, charges or other amounts with respect thereto, if any, and "Tax" and "Taxation" shall be construed accordingly.

"Term SOFR" means the forward-looking term SOFR rate, for a term equal to the applicable Libor Rate Interest Period, that is selected, endorsed or recommended as the replacement for the Libor Rate by the Relevant Governmental Body in each case as displayed on a screen or other information service that publishes such rate from time to time as selected by the Agent giving due consideration to any evolving or then existing convention for similar U.S. Dollar denominated syndicated credit facilities.

"Termination Event" means an automatic early termination of obligations relating to a Lender Financial Instrument under any agreement relating thereto without any notice being required from a Lender.

"Three Month Average EBITDA" means, for any calendar month, the 3 month rolling average of trailing twelve month EBITDA of such calendar month and the two previous calendar months. For certainty, for the calendar month ending December 31, 2020, the Three Month Average EBITDA shall be calculated by taking the sum of EBITDA for each of the twelve month periods ending as of October 31, 2020, November 30, 2020 and December 31, 2020, and dividing such sum by three.

"Threshold Amount" means Cdn.\$5,000,000 or the Equivalent Amount in United States Dollars.

"Total Additional Liquidity Facility Commitment" means, as at any relevant date of determination, an amount equal to the aggregate Additional Liquidity Facility Commitments of all Lenders under the Additional Liquidity Facility.

"Total Operating Facility Commitment" means, as at any relevant date of determination, an amount equal to the aggregate Operating Facility Commitments of all Lenders under the Operating Facility.

"Unfinanced Capital Expenditures" means Capital Expenditures not financed by any of (i) Permitted Debt or (ii) the proceeds of the issuance of any Ownership Interests.

"Unfunded Vested Liabilities" means, for any Pension Plan at any time, the amount (if any) by which the present value of all vested nonforfeitable accrued benefits under such Pension Plan exceeds the fair market value of all Pension Plan assets allocable to such benefits, all determined as of the then most recent valuation date for such Pension Plan, but only to the extent that such excess represents a potential liability of an ERISA Affiliate to the PBGC or the Pension Plan under Title IV of ERISA.

"Uniform Customs" has the meaning set out in Section 7.9(7).

"United States Dollars", "U.S. Dollars" and "U.S.\$" means the lawful money of the United States of America.

"Unrestricted Subsidiary" means any Restricted Subsidiary (including a newly acquired or newly formed Subsidiary) of the Parent that is designated by the board of directors of the applicable entity as an Unrestricted Subsidiary pursuant to Section 11.1(8) of this Agreement or Section 5.7 of the Senior Secured Indenture, and includes any Subsidiary of an Unrestricted Subsidiary. On the Closing Date, the only Unrestricted Subsidiaries will be Sahara Field Solutions Ltd., Source Energy Services Chemical US LP and Source Energy Services US Chemical GP, Inc..

"Updated Cash Flow Projection" means the written report delivered by the Borrower to the Agent with sufficient copies for each of the Lenders summarizing (on a week by week basis) the Loan Parties' 13 week cash flow, cash requirement projection and budget such report to be in form and substance satisfactory to the Lenders in their sole discretion.

"U.S. Base Rate" means, for any day, the greatest of:

• (a) the rate of interest per annum established from time to time by the Agent, as the reference rate of interest for the determination of interest rates that the Agent will charge to customers of varying degrees of creditworthiness in Canada for United States Dollar demand loans in Canada;
• (b) the rate of interest per annum for such day or, if such day is not a Banking Day, on the immediately preceding Banking Day, equal to the sum of the Federal Funds Rate (expressed for such purpose as a yearly rate per annum in accordance with Section 5.2), plus 1.00% per annum; and
• (c) the Libor Rate for a period of 1 month on such day (or in respect of any day that is not a Banking Day, such Libor Rate in effect on the immediately preceding Banking Day) plus 1.00% per annum,

provided that if all such rates are equal or if such Federal Funds Rate and such Libor Rate are unavailable for any reason on the date of determination, then the "U.S. Base Rate" shall be the rate specified in (a) above.

"U.S. Base Rate Loan" means an Advance in, or Conversion into, United States Dollars made by the Lenders (or any one of them) to the Borrower with respect to which a provision hereof requires that interest is to be calculated by reference to the U.S. Base Rate.

"Voting Shares" means capital stock of any class of any corporation which carries voting rights to elect the board of directors thereof under any circumstances, provided that, for purposes hereof, shares which carry the right to so vote conditionally upon the happening of an event shall not be considered Voting Shares until the occurrence of such event.

1.2 Headings; Articles and Sections

The division of this Agreement into Articles and Sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms "this Agreement", "hereof", "hereunder" and similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof and include any agreement supplemental hereto. Unless something in the subject matter or context is inconsistent therewith, references herein to Articles and Sections are to Articles and Sections of this Agreement.

1.3 Number; persons; including; successors

Words importing the singular number only shall include the plural and vice versa, words importing the masculine gender shall include the feminine and neuter genders and vice versa, words importing persons shall include individuals, partnerships, associations, trusts, unincorporated organizations and corporations and vice versa and words and terms denoting inclusiveness (such as "include" or "includes" or "including"), whether or not so stated, are not limited by their context or by the words or phrases which precede or succeed them. References herein to any person shall, unless the context otherwise requires, include such person's successors and permitted assigns.

1.4 Accounting Terms and Principles

(1) Subject to Section 1.4(2), wherever in this Agreement reference is made to GAAP, such reference shall be deemed to be to the recommendations of the CPAC applicable on a consolidated basis as at the date hereof (unless otherwise specifically provided or contemplated herein to be applicable on an unconsolidated basis).

(2) For the purposes of this Agreement, including for the purposes of all Financial Calculations to be made hereunder (including those incorporated by reference from the Senior Secured Indenture) but excluding for the purposes of financial statements delivered hereunder, any lease which would have been accounted for as an operating lease or other expense under GAAP as in effect on December 31, 2018 shall be, notwithstanding any subsequent change in GAAP,

deemed to continue to be accounted for as an operating lease or other expense was accounted for on such date, regardless of whether such lease is entered into or assumed before or after December 31, 2018.

1.5 Accounting Principles

• (1) If:
• (a) there occurs a material change in GAAP; or
• (b) the Borrower or any Subsidiary, as permitted by GAAP, adopts a material change in an accounting policy in order to more appropriately present events or transactions in its financial statements,

and any such change would require disclosure under GAAP in the consolidated financial statements of the Borrower and Source US and would cause an amount required to be determined for the purposes of any financial ratio or any other financial calculation hereunder (each a "Financial Calculation") to be materially different than the amount that would be determined without giving effect to such change, the Borrower shall notify the Agent of such change (an "Accounting Change"). Such notice (an "Accounting Change Notice") shall describe the nature of the Accounting Change, its effect on the current and immediately prior year's financial statements and state whether the Borrower wishes to revise the method of calculating the Financial Calculation in order that amounts determined after giving effect to such Accounting Change and the revised method of calculating the Financial Calculation will approximate the amount that would be determined without giving effect to such Accounting Change and without giving effect to the revised method of calculating the Financial Calculation. The Accounting Change Notice shall be delivered to the Agent within 90 days after the end of the Fiscal Quarter in which the Accounting Change is implemented or, if such Accounting Change is implemented in the fourth Fiscal Quarter of any Fiscal Year or in respect of an entire Fiscal Year, within 120 days after the end of such period.

(2) If, pursuant to the Accounting Change Notice, the Borrower does not indicate that it desires to revise the method of calculating the Financial Calculation, the Agent or the Majority of the Lenders may within 30 days after receipt of the Accounting Change Notice, notify the Borrower that they wish to revise the method of calculating the Financial Calculation in the manner described above.

(3) If either the Borrower, the Agent or the Majority of the Lenders so indicate that they wish to revise the method of calculating the Financial Calculation, the Borrower and the Lenders shall in good faith attempt to agree on a revised method of calculating the Financial Calculation. If, however, within 30 days after receipt of the foregoing notice by the Borrower, the Agent or the Majority of the Lenders of their desire to revise the method of calculating the

Financial Calculation, the Borrower and the Majority of the Lenders have not reached agreement in writing on such revised method of calculation, such method of calculation shall not be revised and all amounts to be determined thereunder shall be determined without giving effect to the Accounting Change. For greater certainty, if no notice of a desire to revise the method of calculating the Financial Calculation in respect of an Accounting Change is given by either the Borrower, the Agent or the Majority of the Lenders within the applicable time period described above, then the method of calculating the Financial Calculation shall not be revised in response to such Accounting Change and all amounts to be determined pursuant to the Financial Calculation shall continue to be determined without giving effect to such Accounting Change.

(4) If a Compliance Certificate is delivered in respect of a calendar month, Fiscal Quarter or Fiscal Year in which an Accounting Change is implemented without giving effect to any revised method of calculating the Financial Calculation, and subsequently, as provided above, the method of calculating the Financial Calculation is revised in response to such Accounting Change, or the amount to be determined pursuant to the Financial Calculation is to be determined without giving effect to such Accounting Change, the Borrower shall deliver a revised Compliance Certificate. Any Event of Default which occurred as a result of the Accounting Change and which is cured by this Section 1.5 shall be deemed to be immediately cured and any notice with respect thereto issued between the parties hereto shall be deemed to be immediately revoked, in each case, without further action of the parties hereto.

1.6 References to Agreements and Enactments

Reference herein to any agreement, instrument, licence or other document shall be deemed to include reference to such agreement, instrument, licence or other document as the same may from time to time be amended, modified, supplemented or restated in accordance with the provisions of this Agreement if and to the extent such provisions are applicable; and reference herein to any enactment shall be deemed to include reference to such enactment as re enacted, amended or extended from time to time and to any successor enactment.

1.7 Per Annum Calculations

Unless otherwise stated, wherever in this Agreement reference is made to a rate "per annum" or a similar expression is used, such rate is expressed on the basis of, and shall be calculated on the basis of a year of 365 days or 366 days, as applicable.

1.8 Schedules

The following are the Schedules annexed hereto and incorporated by reference and deemed to be part hereof:

Schedule A Lenders and Commitments

Schedule B	Assignment Agreement
Schedule C	Compliance Certificate
Schedule D	Conversion Notice
Schedule E	Drawdown Notice
Schedule F	Repayment Notice
Schedule G	Rollover Notice
Schedules H-1 to H-3	Security
Schedule I	Borrowing Base Certificate
Schedule J -	Guarantors
Schedule K -	Legal Structure
Schedule L -	Material Contracts
Schedule M -	Locations of Property and Offices and Permitted Collateral Locations
Schedule N -	Deposit Accounts

1.9 Amendment and Restatement

(1) On the date on which all of the conditions precedent set forth in Section 3.1 have been satisfied (or waived in writing by all of the Lenders in accordance with Section 3.2):

• (a) the Existing Credit Agreement shall be and is hereby amended and restated in the form of this Agreement;
• (b) all "Obligations" outstanding under the Existing Credit Agreement that are not repaid to the Agent and "Lenders" on or before the Closing Date (collectively, the "Existing Credit Agreement Obligations"), shall be deemed to be outstanding Obligations under this Agreement and shall be deemed to be (i) in respect of the Additional CN SBLC, a Letter of Credit Advance under the Operating Facility (subject to Section 2.4(5)); (ii) in respect of the CN SBLC, a Letter of Credit Advance under the SBLC Facility; (iii) in respect of the other "LCs" outstanding under the Existing Credit Agreement, Letter of Credit Advances under the Operating Facility; (iv) in respect of all "Non-Conforming Loans" outstanding under the Existing Credit Agreement, Loans under the Additional Liquidity Facility, and (v) for all other outstanding "Loans", Loans under the Operating Facility. The Lenders hereby agree to take all steps and actions and execute and deliver all agreements, instruments and other documents as may be required by the Agent (including the assignment of interests in, or the purchase of participations in,

such Loans) to give effect to the foregoing and to ensure that the aggregate Obligations owing to each Lender are outstanding in proportion to each Lender's Rateable Portion in respect to its Operating Facility Commitment and Additional Liquidity Facility Commitment, as applicable, after giving effect to the foregoing; and

(c) each "Financial Instrument" previously entered into by the Borrower with Bank of Montreal pursuant to the Existing Credit Agreement which remains outstanding shall be deemed to be continuing as Permitted Hedging between the Borrower and Bank of Montreal or its Hedging Affiliate hereunder.

(2) Notwithstanding the foregoing or any other term hereof, all of the terms of the Existing Credit Agreement and all of the claims and causes of action arising against the Borrower in connection therewith, in respect of all matters, events, circumstances and obligations arising or existing prior to the date hereof shall, as to the extent amended and restated hereunder, continue, survive and shall not be merged in the execution of this Agreement or any other Documents or any advance or provision of any Loan hereunder.

(3) The Borrower hereby acknowledges and agrees that the "Security" previously delivered by it to the Agent remains in full force and effect, enforceable against it in accordance with their respective terms and shall continue to secure the payment and performance of the Obligations and for clarity, the "Security" and the fixed and floating charges created therein shall survive and continue to charge the assets originally charged thereunder from and after the date of this Agreement to secure the Obligations.

(4) In: (i) Section 1.9(1)(b) above, the terms in quotation marks "Obligations", "Lenders", "Letter of Credit Advances", "LCs", "Loans" and "Non-Conforming Loans"; (ii) Section 1.9(1)(c) above, the term "Financial Instrument" in quotation marks, and (iii) Section 1.9(3), the term "Security" in quotation marks, in each case, shall have the meanings ascribed to such terms in the Existing Credit Agreement.

ARTICLE 2 THE CREDIT FACILITIES

2.1 The Credit Facilities

Subject to the terms and conditions hereof, each of the Lenders shall make available to the Borrower such Lender's Rateable Portion of each Credit Facility. The Outstanding Principal under a given Credit Facility shall not exceed the maximum principal amount of such Credit Facility.

2.2 Types of Availments

(1) Availability of Operating Facility. The Borrower may, in Canadian Dollars, make Drawdowns, Conversions and Rollovers under the Operating Facility of Canadian Prime Rate Loans and Bankers' Acceptances and may, in United States Dollars, make Drawdowns, Conversions and Rollovers under the Operating Facility of U.S. Base Rate Loans and Libor Loans. In addition, the Borrower may make Drawdowns and Rollovers under the Operating Facility of Letters of Credit denominated in Canadian Dollars and United States Dollars; provided that the Outstanding Principal of Letters of Credit outstanding under the Operating Facility shall not exceed (i) prior to the EDC Amendment and provided that the EDC Guarantee remains in full force and effect, Cdn.\$16,000,000 (or the Equivalent Amount thereof in United States Dollars), (ii) after the EDC Amendment provided that the EDC Guarantee remains in full force and effect, Cdn.\$12,500,000 (or the Equivalent Amount thereof in United States Dollars) or (iii) following the termination of the EDC Guarantee, Cdn.\$24,500,000 (or the Equivalent Amount thereof in United States Dollars). The Borrower shall have the option, subject to the terms and conditions hereof, to determine which types of Loans shall be drawn down and in which combinations or proportions.

(2) Additional Liquidity Facility. The Borrower may make the Sole Additional Liquidity Facility Drawdown is hereby made pursuant to and as set forth in Section 2.4(3). The Borrower may effect Conversions in respect of its Canadian Prime Rate Loans or U.S. Base Rate Loans, as applicable, under the Additional Liquidity Facility. Any repayments or prepayments (whether pursuant to Sections 2.15(2), 2.16(2)(a), 2.16(2)(b) and 2.16(2)(c) or otherwise) under the Additional Liquidity Facility (except upon a Conversion) shall effect a permanent reduction of the Additional Liquidity Facility Commitment Amount.

2.3 Purpose

(1) Subject to the restrictions in use stated herein, the Operating Facility and the Additional Liquidity Facility are being made available for general working capital and general corporate requirements including financing Receivables and Inventory and, in the case of the Operating Facility, the Operating Facility is being made available if and to the extent required in connection with the repayment of the Additional Liquidity Facility in accordance with Sections 2.4(5), 2.15(2), 2.16(2)(a), 2.16(2)(b) and 2.16(2)(c).

(2) The SBLC Facility is to be used for the sole purpose of issuing the CN SBLC and the Additional CN SBLC.

2.4 Availability and Nature of the Credit Facilities

(1) Subject to the terms and conditions hereof, the Borrower may make Drawdowns under the Operating Facility prior to the Maturity Date.

(2) Prior to the Maturity Date, the Operating Facility shall be a revolving credit facility: that is, the Borrower may increase or decrease Loans under the Operating Facility by making Drawdowns, repayments and further Drawdowns.

(3) The Lenders hereby establish the Additional Liquidity Facility in favour of the Borrower as a non-revolving term credit facility. The Additional Liquidity Facility is being drawn down by the Borrower by way of a single Drawdown on the Closing Date in Canadian Prime Rate Loans or U.S. Base Rate Loans, or any combination thereof, to a maximum of the Additional Liquidity Facility Commitment (the "Sole Additional Liquidity Facility Drawdown"). Amounts repaid in respect of the Additional Liquidity Facility may not be re-borrowed.

(4) The SBLC Facility shall be deemed to be fully advanced (i) prior to the EDC Amendment, by the issuance of the CN SBLC and (ii) after the EDC Amendment, by the issuance of the CN SBLC and the Additional CN SBLC. The SBLC Facility is non-revolving and the unutilized portion of the SBLC Facility is cancelled and the Borrower shall not be entitled to make further Drawdowns in respect of the SBLC Facility, other than extensions, renewals and amendments of the CN SBLC or the Additional CN SBLC, unless otherwise agreed to by the Lenders.

(5) Upon confirmation by the Agent that the EDC Amendment has been completed (a) the Additional CN SBLC shall be deemed to (i) no longer be outstanding under the Operating Facility and (ii) be outstanding under the SBLC Facility, and (b) the SBLC Facility Commitments shall be increased as set forth in Schedule A annexed hereto. If the EDC Guarantee is terminated then the CN SBLC and Additional CN SBLC shall be deemed to (i) no longer be outstanding under the SBLC Facility and (ii) be outstanding under the Operating Facility.

(6) For certainty, in no event shall a Lender be required to fund, participate in, or otherwise provide any portion of a Loan which has a maturity or expiry date, or which has an Interest Period which will expire, after the Maturity Date applicable to such Credit Facility. In no event shall the Borrower request, or be entitled to obtain, a Loan which has a maturity or expiry date, or which has an Interest Period which will expire after the Maturity Date for such Credit Facility.

(7) Provided funds are available under the Concentration Account and subject to the terms of the Blocked Account Agreement (US), prior to making any Drawdowns under the Credit Facilities of Advances denominated in United States Dollars, the Borrower shall first use all available funds available under the Concentration Account by providing instructions in writing to the Agent to remit or transfer the required amount of funds in United States Dollars from the Concentration Account to the Disbursement Account.

2.5 Minimum Drawdowns

Each Drawdown under the Credit Facilities of the following types of Loans shall be in the following amounts indicated:

• (a) Bankers' Acceptances in minimum aggregate amounts of Cdn.\$1,000,000 at maturity and Drawdowns in excess thereof in integral multiples of Cdn.\$100,000;
• (b) Libor Loans in minimum principal amounts of U.S.\$1,000,000 and Drawdowns in excess thereof in integral multiples of U.S.\$100,000;
• (c) Canadian Prime Rate Loans in minimum principal amounts of Cdn.\$1,000,000 and Drawdowns in excess thereof in integral multiples of Cdn.\$100,000; and
• (d) U.S. Base Rate Loans in minimum principal amounts of U.S.\$1,000,000 and Drawdowns in excess thereof in integral multiples of U.S.\$100,000.

2.6 Libor Loan Availability

Drawdowns of, Conversions into and Rollovers of requested Libor Loans may only be made upon the Agent's prior favourable determination with respect to the matters referred to in Section 13.1.

2.7 Notice Periods for Drawdowns, Conversions and Rollovers

The Borrower may make Drawdowns and each of its subsequent Conversions or Rollovers under the applicable Credit Facility by delivering a Drawdown Notice, Conversion Notice or Rollover Notice, as the case may be (executed in accordance with the definition of Officer's Certificate), with respect to a specified type of Loan to the Agent not later than:

• (a) 10:00 a.m. (Toronto time) three Banking Days prior to the proposed Drawdown Date, Conversion Date or Rollover Date, as the case may be, for the Drawdown of, Conversion into or the Rollover of Libor Loans;
• (b) 10:00 a.m. (Toronto time) two Banking Days prior to the proposed Drawdown Date, Conversion Date or Rollover Date, as the case may be, for the Drawdown of, Conversion into or Rollover of Bankers' Acceptances;
• (c) 10:00 a.m. (Toronto time) one Banking Day prior to the proposed Drawdown Date or Conversion Date, as the case may be, for Drawdowns of or Conversions into Canadian Prime Rate Loans or U.S. Base Rate Loans; and

(d) in the case of the Operating Facility only, 10:00 a.m. (Toronto time) three Banking Days prior to the proposed Drawdown Date or Rollover Date, as the case may be, for the Drawdown or Rollover of Letters of Credit.

2.8 Conversion Option

Subject to the provisions of this Agreement and except for Letters of Credit, the Borrower may convert the whole or any part of any type of Loan under a Credit Facility into any other type of permitted Loan under the same Credit Facility by giving the Agent a Conversion Notice in accordance herewith; provided that:

• (a) Conversions of Libor Loans and Bankers' Acceptances may only be made on the last day of the Interest Period applicable thereto;
• (b) the Borrower may not convert a portion only or the whole of an outstanding Loan unless both the unconverted portion and converted portion of such Loan are equal to or exceed, in the relevant currency of each such portion, the minimum amounts required for Drawdowns of Loans of the same type as that portion (as set forth in Section 2.5); and
• (c) a Conversion shall not result in an increase in Outstanding Principal; increases in Outstanding Principal may only be effected by Drawdowns.

2.9 Libor Loan Rollovers; Selection of Libor Interest Periods

At or before 10:00 a.m. (Toronto time) three Banking Days prior to the expiration of each Interest Period of each Libor Loan, the Borrower shall, unless it has delivered a Conversion Notice pursuant to Section 2.8 and/or a Repayment Notice pursuant to Section 2.15 (together with a Rollover Notice if a portion only is to be converted or repaid; provided that a portion of a Libor Loan may be continued only if the portion which is to remain outstanding is equal to or exceeds the minimum amount required hereunder for Drawdowns of Libor Loans) with respect to the aggregate amount of such Loan, deliver a Rollover Notice to the Agent selecting the next Interest Period applicable to the Libor Loan, which new Interest Period shall commence on and include the last day of such prior Interest Period. If the Borrower fails to deliver a Rollover Notice to the Agent as provided in this Section, the Borrower shall be deemed to have given a Conversion Notice to the Agent electing to convert the entire amount of the maturing Libor Loan into a U.S. Base Rate Loan.

2.10 Rollovers and Conversions not Repayments

Any amount converted shall be a Loan of the type converted to upon such Conversion taking place, and any amount rolled over shall continue to be the same type of Loan under the same Credit Facility as before the Rollover, but such Conversion or Rollover (to the extent of the

amount converted or rolled over) shall not of itself constitute a repayment or a fresh utilization of any part of the amount available under the relevant Credit Facility.

2.11 Agent's Obligations with Respect to Canadian Prime Rate Loans, U.S. Base Rate Loans and Libor Loans

Upon receipt of a Drawdown Notice, Rollover Notice or Conversion Notice with respect to a Canadian Prime Rate Loan, U.S. Base Rate Loan or Libor Loan, the Agent shall forthwith notify the relevant Lenders of the requested type of Loan, the proposed Drawdown Date, Rollover Date or Conversion Date, each Lender's Rateable Portion of such Loan and, if applicable, the account of the Agent to which each Lender's Rateable Portion is to be credited.

2.12 Lenders' and Agent's Obligations with Respect to Canadian Prime Rate Loans, U.S. Base Rate Loans and Libor Loans

Each Lender shall, for same day value prior to 10:00 am (Toronto time) on the Drawdown Date specified by the Borrower in a Drawdown Notice with respect to a Canadian Prime Rate Loan, U.S. Base Rate Loan or Libor Loan, credit the Agent's Account specified in the Agent's notice given under Section 2.11 with such Lender's Rateable Portion of each such requested Loan and for same day value on the same date the Agent shall pay to the Borrower the full amount of the amounts so credited in accordance with any payment instructions set forth in the applicable Drawdown Notice.

2.13 Irrevocability

A Drawdown Notice, Rollover Notice, Conversion Notice or Repayment Notice given by the Borrower hereunder shall be irrevocable and, subject to any options the Lenders may have hereunder in regard thereto and the Borrower's rights hereunder in regard thereto, shall oblige the Borrower to take the action contemplated on the date specified therein.

2.14 Optional Cancellation or Reduction of Operating Facility

The Borrower may, at any time and from time to time, upon giving at least 1 Banking Day prior written notice to the Agent, cancel in full or, from time to time, permanently reduce in part the unutilized portion of the Operating Facility; provided, however, that any such reduction shall be in a minimum amount of Cdn.\$1,000,000, and reductions in excess thereof shall be in integral multiples of Cdn.\$100,000. If the Operating Facility is so reduced, the Commitments of each of the Lenders under the Operating Facility shall be reduced pro rata in the same proportion that the amount of the reduction in the Operating Facility bears to the amount of the Operating Facility in effect immediately prior to such reduction.

2.15 Optional Repayment of Credit Facilities

(1) The Borrower may at any time and from time to time repay, without premium or penalty, to the Agent for the account of the Lenders the whole or any part of any Loan outstanding under the Operating Facility together with accrued interest thereon to the date of such repayment or, in the case of Letters of Credit return the same to the Fronting Lender for cancellation or provide for the funding thereof, provided that:

• (a) the Borrower shall give a Repayment Notice (executed in accordance with the definition of Officer's Certificate) to the Agent prior to the date of the proposed repayment not later than the time by which prior notice would be required to be given under Section 2.7 for a Drawdown of the type of Loan proposed to be repaid;
• (b) repayments pursuant to this Section may only be made on a Banking Day;
• (c) subject to the following provisions and Section 2.17, each such repayment may only be made on the last day of the applicable Interest Period with regard to a Libor Loan that is being repaid;
• (d) a Bankers' Acceptance may only be repaid on its maturity unless collateralized in accordance with Section 2.17(3);
• (e) obligations in respect of unexpired Letters of Credit may only be satisfied by the return thereof to the Fronting Lender for cancellation or providing funding therefor in accordance with Section 2.17(2);
• (f) except in the case of Letters of Credit, each such repayment shall be in a minimum amount of the lesser of: (i) the minimum amount required pursuant to Section 2.5 for Drawdowns of the type of Loan proposed to be repaid and (ii) the Outstanding Principal of all Loans outstanding under the applicable Credit Facility immediately prior to such repayment; any repayment in excess of such amount shall be in integral multiples of the amounts required pursuant to Section 2.5 for multiples in excess of the minimum amounts for Drawdowns; and
• (g) except in the case of Letters of Credit, the Borrower may not repay a portion only of an outstanding Loan unless the unpaid portion is equal to or exceeds the minimum amount required pursuant to Section 2.5 for Drawdowns of the type of Loan proposed to be repaid.

(2) Commencing March 31, 2022, the Borrower may at any time and from time to time repay, without premium or penalty, to the Agent for the account of the Lenders the whole or any part of any Loan outstanding under the Additional Liquidity Facility together with accrued interest thereon to the date of such repayment, provided that:

• (a) the Borrower shall give a Repayment Notice (executed in accordance with the definition of Officer's Certificate) to the Agent prior to the date of the proposed repayment not later than the time by which prior notice would be required to be given under Section 2.7 for a Drawdown of the type of Loan proposed to be repaid;
• (b) repayments pursuant to this Section may only be made on a Banking Day;
• (c) no Default or Event of Default is continuing or will exist upon making such payment;
• (d) Excess Availability is, and will be on a pro forma basis taking into account such repayment (and any Drawdown contemplated to be completed in connection therewith), greater than or equal to the Excess Availability Threshold;
• (e) the Fixed Charge Coverage Ratio shall have been equal or greater than 1.25:1 as of each of the three most recent Month Ends; and
• (f) satisfactory evidence has been provided to the Agent that all financial covenants set out in Section 10.3 are projected to be met on a pro-forma basis on the next reporting period after giving effect to such payment.

2.16 Mandatory Repayment and Reduction of Credit Facilities

(1) Subject to Section 12.2 and Article 8, the Borrower shall repay or pay, as the case may be, to the Agent, on behalf of the Lenders, all Loans and other Obligations outstanding under each Credit Facility by the Maturity Date applicable thereto.

(2) In addition to and without limiting the provisions of Sections 2.16(1), the Borrower shall or shall cause each of the following to be paid to the Agent, on behalf of the Lenders:

• (a) if the EDC Amendment becomes effective prior to March 31, 2022, within three (3) Banking Days thereafter, all payments necessary to ensure that the Outstanding Principal under the Additional Liquidity Facility does not exceed Cdn.\$18,000,000 (or the Equivalent Amount thereof in United States Dollars);
• (b) if the EDC Amendment has become effective and provided that no Default or Event of Default has occurred and is continuing at such time, on the earlier of (i) April 1, 2022, and (ii) 12 calendar months after completion of the EDC Amendment, all payments necessary to ensure that the Outstanding Principal under the Additional Liquidity Facility is reduced by Cdn.\$2,000,000 (or the Equivalent Amount thereof in United States Dollars) (and for certainty, if the EDC Amendment has become effective prior to March 31, 2022, on March 31, 2022 the Outstanding Principal

under the Additional Liquidity Facility shall be required to be reduced to Cdn.\$10,500,000 and not Cdn.\$12,500,000);

• (c) all payments necessary to ensure that Outstanding Principal under the Additional Liquidity Facility does not exceed (i) on March 31, 2022, Cdn.\$12,500,000 (or the Equivalent Amount thereof in United States Dollars), and (ii) on March 31, 2023, Cdn.\$5,000,000 (or the Equivalent Amount thereof in United States Dollars);
• (d) all Excess Proceeds (as defined in the Senior Secured Indenture) required to be applied to the repay Debt owing under the Additional Liquidity Facility pursuant to Section 5.14 of the Senior Secured Indenture shall be so applied to repay Outstanding Principal under the Additional Liquidity Facility and other Additional Liquidity Facility Obligations;
• (e) following the occurrence and continuance of an Event of Default, all insurance or condemnation proceeds which may become payable to any Loan Party in respect of any ABL Collateral ("Insurance Proceeds") shall be deposited into a Blocked Account promptly upon receipt thereof for application to the repayment of any outstanding Obligations under the Operating Facility (on a non-permanent basis); and
• (f) to the extent there is a Borrowing Base Shortfall, the Borrower shall repay the Loans under the Operating Facility to the extent necessary to reduce the Outstanding Principal of Loans under the Operating Facility by not less than the amount of such Borrowing Base Shortfall in accordance with Section 2.19(3).

The amount of any Insurance Proceeds received by the Borrower or any other Loan Party shall be certified by the Borrower to the Agent and the Lenders in an Officer's Certificate.

(3) Any optional repayment pursuant to Section 2.15 or mandatory repayment pursuant to Section 2.16(2) (excluding any mandatory payment made pursuant to Sections 2.16(2)(f) and 2.17(4)) shall, unless otherwise required by the Lenders and subject to terms set out in the Blocked Account Agreement (CAD) for repayments in accordance with Section 2.17(4), be applied (i) firstly, to any Borrowing Base Shortfall in accordance with Section 2.16(2)(f) and then, at the option of the Lenders in their sole discretion, to the Outstanding Principal amount due under the Operating Facility, and (ii) secondly, to the extent that the Lenders did not require a repayment under (i) above, to the Outstanding Principal amount due under the Operating Facility. For certainty, any repayment or prepayment of the Outstanding Principal due under the Operating Facility pursuant to this Section 2.16 shall not constitute a cancellation of any portion thereof and, subject to the other provisions hereunder, the full amount thereof shall remain available for Drawdown by the Borrower in accordance with Section 2.4.

2.17 Additional Repayment Terms

(1) If any Libor Loan is repaid or converted on other than the last day of the applicable Interest Period, the Borrower shall, within three Banking Days after notice is given by the Agent, pay to the Agent for the account of the relevant Lenders all costs, losses, premiums and expenses incurred by such Lenders by reason of the liquidation or re-deployment of deposits or other funds, or for any other reason whatsoever, resulting in each case from the repayment of such Loan or any part thereof on other than the last day of the applicable Interest Period. Any Lender, upon becoming entitled to be paid such costs, losses, premiums and expenses, shall deliver to the Borrower and the Agent a certificate of the Lender certifying as to such amounts and, in the absence of manifest error, such certificate shall be conclusive and binding for all purposes.

(2) With respect to the funding of the repayment of unexpired Letters of Credit pursuant to Section 2.15(1)(e) or otherwise hereunder, it is agreed that the Borrower shall provide for the funding in full of the repayment of unexpired Letters of Credit by paying to and depositing with the Fronting Lender cash collateral for each such unexpired Letter of Credit equal to the maximum amount thereof, plus the fees payable pursuant to Section 7.8 through to the expiry of such Letter of Credit, in each case, in the respective currency which the relevant Letter of Credit is denominated; such cash collateral deposited by the Borrower shall be held by the Fronting Lender in an interest bearing cash collateral account with interest to be credited to the Borrower at rates prevailing at the time of deposit for similar accounts with the Fronting Lender. Such cash collateral accounts shall be assigned to the Fronting Lender as security for the obligations of the Borrower in relation to such Letters of Credit and the Security Interest of the Fronting Lender thereby created in such cash collateral shall rank in priority to all other Security Interests and adverse claims against such cash collateral. Such cash collateral shall be applied to satisfy the obligations of the Borrower for such Letters of Credit as payments are made thereunder and the Fronting Lender is hereby irrevocably directed by the Borrower to so apply any such cash collateral. Amounts held in such cash collateral accounts may not be withdrawn by the Borrower without the consent of the Lenders; however, interest on such deposited amounts shall be for the account of the Borrower and may be withdrawn by the Borrower so long as no Default or Event of Default is then continuing. If after expiry of the Letters of Credit for which such funds are held and application by the Fronting Lender of the amounts in such cash collateral accounts to satisfy the obligations of the Borrower hereunder with respect to the Letters of Credit being repaid, any excess remains, such excess shall be promptly paid by the Fronting Lender to the Borrower so long as no Default or Event of Default is then continuing.

(3) With respect to the repayment of unmatured Bankers' Acceptances pursuant to Section 2.15(1)(d) or otherwise hereunder, it is agreed that the Borrower shall provide for the funding in full of the unmatured Bankers' Acceptances to be repaid by paying to and depositing with the Agent cash collateral for each such unmatured Bankers' Acceptances equal to the face amount payable at maturity thereof. The (a) cash collateral, (b) cash collateral accounts and (c)

any proceeds of any of the foregoing (collectively the "Outstanding BAs Collateral") shall be assigned to the Agent as security for the obligations of the Borrower in relation to such Bankers' Acceptances and the Security Interest of the Agent thereby created in such Outstanding BAs Collateral shall rank in priority to all other Security Interests and adverse claims against such Outstanding BAs Collateral. Such Outstanding BAs Collateral shall be applied to satisfy the obligations of the Borrower for such Bankers' Acceptances as they mature and the Agent is hereby irrevocably directed by the Borrower to apply any such Outstanding BAs Collateral to such maturing Bankers' Acceptances. The Outstanding BAs Collateral created herein shall not be released to the Borrower without the consent of the Lenders.

(4) With respect to any amounts remitted by an account bank under a Blocked Account Agreement to the Agent, on behalf of the Lenders, as repayment of certain Loans and Obligations outstanding, shall be applied in accordance with terms of such Blocked Account Agreement.

2.18 Hedging with Lenders and Hedging Affiliates

If a Lender or Hedging Affiliate enters into a Financial Instrument with the Borrower which such Lender or Hedging Affiliate (as the case may be) believes, acting reasonably, in good faith and without any actual notice or knowledge to the contrary, is Permitted Hedging, then each such Lender Financial Instrument and the Lender Financial Instrument Obligations under such Financial Instrument shall be secured by the Security equally and rateably with the Obligations, regardless of whether the Borrower has complied herewith (but, for certainty, without in any manner lessening or relieving the Borrower from its obligation to comply therewith).

2.19 Borrowing Base Limit on Operating Facility; Determinations of Borrowing Base

(1) The Borrower shall not, at any time, have or allow

the Outstanding Principal of all Loans under the Operating Facility to exceed the lesser of:

• (a) the aggregate Operating Facility Commitments; and
• (b) the Borrowing Base; and
• (2) The Borrowing Base shall be determined and re determined as follows:
• (a) subject to the other provisions of this Section 2.19, the Borrowing Base shall be the amount certified as such in the most recent Borrowing Base Certificate delivered by the Borrower to the Lenders;
• (b) within 5 days after receipt by the Lenders of each Borrowing Base Certificate required to be delivered hereunder, each Lender shall advise the Agent if it agrees with the certification of the Borrowing Base provided in the Borrowing Base

Certificate (such determination to be made in each Lender's sole discretion based upon each Lender's determination of whether Receivables are or are not Eligible Receivables and such Lender's determination of the amounts referred in clauses (a) to (d) of the definition of Borrowing Base); provided that, if a Lender shall not so advise the Agent, then such Lender shall be deemed to have agreed with the certification of the Borrower in the Borrowing Base Certificate;

• (c) if all the Lenders do not agree to the amount of the Borrowing Base as certified in the Borrowing Base Certificate, the Lenders may re determine the Borrowing Base (in their sole discretion based upon the Lenders' determination of whether Receivables are or are not Eligible Receivables and the Lenders' determination of the amounts referred in clauses (a) to (g) of the definition of Borrowing Base) and the Agent shall deliver to the Borrower written notice of the re determination of the Borrowing Base (each such notice, a "Borrowing Base Notice") (with a copy thereof to each Lender) specifying such re determined Borrowing Base;
• (d) if all the Lenders cannot agree on the re-determination of the Borrowing Base within 5 days after receipt of the Borrowing Base Certificate, then the Borrowing Base shall be deemed to have been determined by the Lenders as the lowest Borrowing Base amount proposed by a Lender or Lenders to the Agent and the other Lenders and promptly after the expiry of such 5 day period the Agent shall deliver a Borrowing Base Notice to the Borrower (with a copy thereof to each Lender) specifying such Borrowing Base; and
• (e) for certainty, the re-determined Borrowing Base shall be effective immediately upon receipt by the Borrower of a Borrowing Base Notice delivered pursuant to Section 2.19(2)(c) or Section 2.19(2)(d), as applicable.

(3) If, after a Borrowing Base determination or redetermination, the Outstanding Principal of all Loans outstanding under the Operating Facility exceeds the Borrowing Base then in effect (a "Borrowing Base Shortfall"), the Borrower shall immediately and without notice or demand prepay the Operating Facility to the extent necessary to eliminate such Borrowing Base Shortfall.

2.20 Reserves

Notwithstanding any other provision of this Agreement to the contrary, the Agent shall have the right at any time and from time to time to establish Reserves, and to adjust the amount of any existing Reserve, against the amount of the Loans under the Operating Facility which the Borrower may otherwise request hereunder, in such amounts and with respect to such matters as the Lenders shall deem necessary or appropriate in accordance with its usual and customary practices and after consultation with the Borrower, including, without limitation, (i) Reserves in

respect of dilution and Reserves in respect of amounts owing by any Loan Party to any person with a Security Interest that may have priority over the Security Interest of the Agent and Lenders (regardless of whether such third party Security Interests are Permitted Encumbrances) and (ii) Reserves in respect of any accounts payable that are more than thirty (30) days past the date on which payment thereof is due. The amount of all Reserves established by the Agent shall be subtracted from the Borrowing Base when calculating the Excess Availability. In addition, the Agent may from time to time reduce the percentages applicable to any one of, all of or some of Eligible Receivables, Insured Receivables, Investment Grade Receivables and Eligible Inventory as they relate to the Borrowing Base, to the extent determined necessary or appropriate by the Agent (in accordance with its usual and customary practices and after consultation with the Borrower).

2.21 Replacement of Lenders

(1) The Borrower shall have the right, at its option, to (i) replace Lenders under the applicable Credit Facilities (by causing them to assign their rights and interests under such Credit Facilities to additional financial institutions which have agreed to become Lenders or by increasing the Commitments of existing Lenders under such Credit Facilities with, in the latter case, the consent of such increasing Lenders, or any combination thereof), (ii) repay the Obligations outstanding to certain Lenders under the applicable Credit Facilities and cancelling their Commitments (without corresponding repayment to other Lenders), or (iii) any combination of the foregoing, with respect to the following Lenders:

• (a) Lenders which have claimed Additional Compensation in accordance with the provisions hereof (each, a "Lender Claiming Additional Compensation");
• (b) Lenders which, pursuant to Section 13.6, have declared their obligations under this Agreement in respect of any Loan to be terminated (each, a "Declaring Lender"); and
• (c) Lenders which have not agreed to consent under, waiver of or proposed amendment to the provisions of the Documents (each, a "Dissenting Lender") requested by the Borrower; provided that the Borrower shall not be entitled to replace or repay a Dissenting Lender unless, after doing so, the requested consent, waiver or amendment would be approved in accordance with this Agreement,

provided that the Borrower shall not be entitled to replace or repay a Dissenting Lender unless it is concurrently repaying or replacing all Dissenting Lenders in connection with the relevant extension, consent, waiver or amendment and further provided that increases in the Commitments of existing Lenders and the addition of new financial institutions as Lenders shall require the consent of each of the Agent and the Fronting Lender (such consents not to be unreasonably withheld).

(2) In order to give effect to the provisions of Section 2.21(1) (but subject to such provisions), the Borrower may, from time to time:

• (a) require any Lender Claiming Additional Compensation, Declaring Lender or Dissenting Lender to assign all of its rights, benefits and interests under the Documents, its Commitments and its Rateable Portion of all Loans and other Obligations (collectively, the "Assigned Interests") to (a) any other Lenders which have agreed to increase their Commitments and purchase the Assigned Interests, and (b) to third party financial institutions selected by the Borrower and acceptable to each of the Agent and the Fronting Lender. The Borrower shall provide the Agent with 10 Banking Days' prior written notice of its desire to proceed under this Section. The assignment of the Assigned Interests shall be effective upon: (a) execution and delivery of assignment documentation satisfactory to the relevant Lender Claiming Additional Compensation, Declaring Lender or Dissenting Lender, as the case may be, the assignee, the Borrower and the Agent (each acting reasonably); (b) upon payment to the relevant Dissenting Lender, Declaring Lender or Lender Claiming Additional Compensation, as the case may be, by the relevant assignee of an amount equal to such Lender's Rateable Portion of all Loans being assigned and all accrued but unpaid interest and fees hereunder in respect of those portions of the Loans and Commitments being assigned; (c) upon payment by the relevant assignee to the Agent (for the applicable Agent's own account) of the transfer fee contemplated in Section 16.6; and (d) upon provision satisfactory to the Dissenting Lender, Declaring Lender or Lender Claiming Additional Compensation, as the case may be, (acting reasonably) being made for payment at maturity of outstanding Bankers' Acceptances accepted by it. Upon such assignment and transfer, the assigning Dissenting Lender, Declaring Lender or Lender Claiming Additional Compensation, as the case may be, shall have no further right, interest, benefit or obligation in respect of the Assigned Interests (except as provided in Section 7.9(3)) and the assignee thereof shall succeed to the position of such Lender as if the same was an original party hereto in the place and stead of such Dissenting Lender, Declaring Lender or Lender Claiming Additional Compensation, as the case may be, and such assignee shall be deemed to be a Lender for all purposes of this Agreement and shall execute and deliver an Assignment Agreement and such other documentation as may be reasonably required by the Agent, the Fronting Lender and the Borrower to confirm its agreement to be bound by the provisions hereof as a Lender and to give effect to the foregoing; and
• (b) to the extent that the Borrower has not caused any Dissenting Lender, Declaring Lender or Lender Claiming Additional Compensation, as the case may be, to assign its rights, benefits and interests to another Lender or other financial institution as

provided in paragraph (a) above, repay to such Dissenting Lender, Declaring Lender or Lender Claiming Additional Compensation, as the case may be, at any time while such Lender continues to be a Dissenting Lender, Declaring Lender or Lender Claiming Additional Compensation, all such Lender's Rateable Portion of all Loans outstanding under the Credit Facilities, together with all accrued but unpaid interest and fees thereon and with respect to its Commitments, without making corresponding repayment to the other Lenders and, upon such repayment and provision satisfactory to the relevant Dissenting Lender, Declaring Lender or Lender Claiming Additional Compensation, as the case may be, (acting reasonably) being made for (i) payment at maturity of all outstanding Bankers' Acceptances accepted by such Lender and (ii) indemnity in respect of its share of outstanding Letters of Credit, or, with respect to outstanding Fronted LCs (for which the procedures in Section 2.17 shall be deemed satisfactory), release by the Fronting Lender of its obligations in respect thereof or, the Borrower may cancel such Lender's Commitments. Upon completion of the foregoing, such Dissenting Lender, Declaring Lender or Lender Claiming Additional Compensation, as the case may be, shall have no further right, interest, benefit or obligation in respect of the Credit Facilities (except as provided in Section 7.9(3)) and each Credit Facility shall be reduced by the amount of such Lender's cancelled Commitment thereunder.

2.22 Currency Excess

If the Agent shall determine that the aggregate Outstanding Principal of the outstanding Loans under any Credit Facility exceeds the maximum amount of such Credit Facility by at least 5% of such Credit Facility due to fluctuations in currency (the amount of such excess is herein called the "Currency Excess"), then, upon written request by the Agent (which request shall detail the applicable Currency Excess), the Borrower shall repay an amount of such Loans no later than 5 Banking Days after receipt of such request, such that the Equivalent Amount in Canadian Dollars of such repayments is, in the aggregate, at least equal to the Currency Excess.

2.23 Accordion Option

(a) The Borrower may, at any time prior to the Maturity Date, upon providing 45 days prior written notice to the Agent (a "Request for Increase") at any time, request a one-time increase to the aggregate Operating Facility Commitments up to the total amount of \$13,000,000 Canadian Dollars (or the Equivalent Amount thereof in United States Dollars). Such Request for Increase shall be for an amount no less than \$5,000,000 (the requested amount of the increase shall be referred to herein as, the "Requested Increased Commitment Amount"). The Agent shall forthwith, and in any event within two (2) Banking Days upon receiving the Request for Increase, notify the Lenders of such Request for Increase by the

Borrower (such date being the "Increase Notification Date"). Each Lender shall advise the Agent as to whether or not it agrees to such Request for Increase, and any terms and conditions to which its approval is subject, not later than twenty (20) Banking Days after the Increase Notification Date; provided that in the event any Lender does not advise the Agent within such twenty (20) Banking Day period, such Lender shall be deemed to have elected not to agree to such Request for Increase. Within two (2) Banking Days of the Agent having received from all of the Lenders their respective decision or deemed decision with regard to the Request for Increase, the Agent shall advise the Borrower whether all of the Lenders have agreed to such Request for Increase. For greater certainty, any Request for Increase shall require the unanimous written consent of the Lenders;

• (b) If unanimous written consent of the Lenders provided with respect to a Request for Increase and, pursuant to Section 2.23(a) hereof, one or more Lenders elect not to participate in the Requested Increased Commitment Amount, the Borrower may, with and subject to the prior written approval of the Agent and Lenders, in each case acting reasonably, include additional lenders (which may be a Lender(s) who has already elected to participate in the Request for Increase) to assist with funding the Requested Increased Commitment Amount. The parties hereto shall enter into a further amending agreement to this Agreement to incorporate the new lenders who participate in funding the Requested Increased Commitment Amount, along with the terms and provisions relating thereto. For clarification, the Lenders who participate in the Requested Increased Commitment Amount shall have the same rights and obligations as currently contained in this Agreement, but subject to their respective Ratable Portion after giving effect to the Request for Increase and the amending agreement referred to in Subsection 2.23(c)(vi) below.
• (c) In addition to the requirements set out in Section 2.23(a) above, the Requested Increased Commitment Amount shall be subject to the satisfaction of the following conditions precedent:
• (i) a review by the Lenders, in their sole discretion, of the margin conditions, liquidity reserves and Excess Availability;
• (ii) the Agent shall have received binding commitments from the Lenders in the amount of the Requested Increased Commitment Amount and that are on terms mutually acceptable to the Lenders and Borrower;

• (iii) the Borrower shall have established a Borrowing Base in an amount equal to or greater than the aggregate Operating Facility Commitments plus the Requested Increased Commitment Amount;

• (iv) each existing Lender that has agreed to such Request for Increase has received final internal approval to their Rateable Portion of the Requested Increased Commitment Amount;

• (v) no Default or Event of Default shall have occurred that is continuing under this Agreement or would occur as a result of such increase as determined by the Agent and Lenders;
• (vi) payment of increased fees as determined by the Lenders in their reasonable discretion; and
• (vii) the Borrower shall deliver an amending agreement to the Credit Agreement in form and substance satisfactory to the Agent and Lenders, which amendment may contain, inter alia, additional or modified terms and conditions, together with such additional Security, other Documents and supporting certificates, resolutions and opinions of the Borrower's Counsel as may be required by the Agent and Lenders, each in form and substance satisfactory to the Agent and the Lenders.

ARTICLE 3 CONDITIONS PRECEDENT TO DRAWDOWNS

3.1 Conditions Precedent to Credit Agreement

This Agreement shall be effective upon, the Existing Credit Agreement shall be amended and restated as herein provided, and the Sole Additional Liquidity Facility Drawdown shall be advanced to the Borrower upon satisfaction of the following conditions and the receipt, where applicable, by the Agent, for and on behalf of the Lenders, of the following documents, each in full force and effect, and in form and substance satisfactory to all the Lenders:

• (a) all fees and expenses previously agreed to in writing between the Borrower and each of the Sole Arranger, the Agent and the Lenders (for certainty, including fees payable pursuant to the Fee Agreement, the fees of the Lender's Counsel and the fees incurred by other third party advisors on behalf of the Lenders) shall be paid by the Borrower to the Sole Arranger, the Agent or the Lenders (or to the Agent on their behalf), as applicable (or arrangements satisfactory to the Agent for same have been made);

• (b) the Lenders shall have completed a due diligence investigation on the Borrower and the other Loan Parties and shall be satisfied with the results of such investigation, each in its sole discretion;

• (c) each corporate Loan Party which is executing and delivering Documents shall have delivered to the Agent a current certificate of status, compliance or good standing, as the case may be, in respect of its jurisdiction of incorporation and certified copies of its constating documents and by laws and the resolutions authorizing the Documents to which it is a party and the transactions hereunder and an Officer's Certificate confirming or including, inter alia, the incumbency of the officers of the applicable Loan Party signing the Documents to which it is a party;

• (d) the Borrower and each other Loan Party which is not a corporation and which is executing and delivering Documents shall have delivered, or caused to be delivered, to the Agent certificates as to the matters set forth in Section 3.1(c) with respect to the general partner thereof or other separate legal person executing and delivering the Documents on its behalf, and, in addition, shall have delivered to the Agent certified copies of the partnership agreement, declaration of trust or other agreements or instruments creating or governing the same;
• (e) the Borrower and each other Loan Party shall have executed and delivered to the Agent, on behalf of the Lenders, the Restated Intercreditor Agreement;
• (f) the Borrower and each other Loan Party shall have executed and delivered to the Agent, on behalf of the Lenders, this Agreement, the Security (to the extent not previously delivered) and the other Documents and all registrations, filings and recordings required hereby or otherwise necessary or desirable (as determined by the Lenders' Counsel, acting reasonably) in connection with the Security shall have been made and completed; for certainty, the Loan Parties that were not "Guarantors" under and as defined in the Existing Credit Agreement include the Parent, SES Sand Holding (US) LP, SES Sand Investments (US) Ltd. and SES Sand Holdings (Canada) Inc..
• (g) the Borrower and each other Loan Party that was a "Guarantor" under and as defined in the Existing Credit Agreement shall have delivered to the Agent, on behalf of the Lenders, a confirmation of its existing Guarantee and Security;
• (h) the Agent and the Lenders shall have received legal opinions from each of (i) Borrower's Counsel (including with respect to both Canadian and U.S. Loan Parties), (ii) if requested by the Agent, local counsel in relation to any security registrations, as applicable, each in form and substance as may be required by the Lenders in their sole discretion;

• (i) the Borrower shall have delivered to the Agent the most current (last 3 calendar months) aged Receivables, accounts payable and inventory listings for the Loan Parties;

• (j) the Borrower shall have delivered to the Agent a Borrowing Base Certificate evidencing that on the Closing Date, Excess Availability is greater than or equal to the Excess Availability Threshold after, for greater certainty, taking into account any Reserves established as of the Closing Date and transaction costs in respect of this Agreement;

• (k) the Agent and the Lenders shall have received an updated inventory appraisal from Gordon Brothers;
• (l) the Borrower shall have delivered to the Agent a pro forma Compliance Certificate evidencing the calculation of, and compliance with, the financial covenants set out in Section 10.3 and Excess Availability;
• (m) the Borrower shall have delivered to the Agent and the Lenders the consolidated financial projections of the Borrower, prepared on a monthly basis, which shall include actual and projected results for the Fiscal Year ending December 31, 2020 and projections for the 5 years thereafter until 2025, which shall show projected compliance with the financial covenants set out in Section 10.3 over the 12-month period following the Closing Date;
• (n) the Collateral of the Borrower and the other Loan Parties shall be free and clear of all Security Interests except for Permitted Encumbrances and evidence of the foregoing satisfactory to the Agent and the Lenders, each acting reasonably, shall have been received by the Agent and the Lenders;
• (o) the Agent and the Lenders shall have received all Material Contracts of the Loan Parties and the Agent and the Lenders shall be satisfied with the review of the Material Contracts, each in its sole discretion;
• (p) the Borrower shall have delivered to the Agent an updated certificate of insurance in respect of the Borrower and the other Loan Parties, which names the Agent as an additional insured and first loss payee on ABL Collateral and an additional insured and second loss payee on the Senior Secured Collateral, subject only to the Senior Secured Collateral Agent in respect of the Senior Secured Debt together with certified copies of the underlying insurance policies of the Borrower, if and to the extent required by the Agent;
• (q) the Recapitalization Transaction shall have been completed pursuant to the Arrangement Documents prior to or substantially concurrent with the effectiveness of this Agreement and without any material amendment to the Arrangement Documents or waiver of, or consent under, the conditions and other provisions thereof, in each case, that would, in the Lenders' reasonable discretion, be

detrimental to, or otherwise adversely affect the rights of, the Lenders (unless approved by all of the Lenders, each acting reasonably) and the Agent shall have received an Officer's Certificate certifying the same to the Agent and the Lenders;

• (r) the Agent and the Lenders shall have received true, correct and complete copies of the Arrangement Documents (together with an Officer's Certificate certifying the same), in each case, in form and substance satisfactory to the Lenders, acting reasonably;
• (s) the Agent and the Lenders shall have received true, correct and complete copies of the Senior Secured Indenture, all Guarantees (as defined in the Senior Secured Indenture), all Security Documents (as defined in the Senior Secured Indenture) and all other material Senior Secured Documents (together with an Officer's Certificate certifying the same), in each case, in form and substance satisfactory to the Agent and Lenders;
• (t) the representations and warranties set forth in Section 9.1 shall be true and accurate in all respects on and as of the date of the Closing Date and the Borrower shall have certified the same to the Agent and the Lenders;
• (u) no Default or Event of Default shall have occurred and be continuing on and as of the Closing Date and the Borrower shall have certified the same to the Agent and the Lenders;
• (v) no Material Adverse Effect shall have occurred on and as of the Closing Date and the Borrower shall have certified the same to the Agent and the Lenders; and
• (w) the Agent and the Lenders shall have received all such other documentation and information reasonably requested from the Borrower including all documentation and other information reasonably requested by any Lender or the Agent, in order to comply with any applicable "know your customer" and Anti-Money Laundering Laws.

3.2 Conditions for Drawdowns

On or before each Drawdown hereunder (other than the Sole Additional Liquidity Facility Drawdown) the following conditions shall be satisfied:

• (a) the Agent shall have received a proper and timely Drawdown Notice from the Borrower requesting the Drawdown;

• (b) the representations and warranties set forth in Section 9.1 shall be true and accurate in all respects on and as of the date of the requested Drawdown;

• (c) no Default or Event of Default shall have occurred and be continuing on and as of the date of the requested Drawdown nor shall the Drawdown result in the occurrence of a Default or Event of Default;

• (d) no Material Adverse Effect shall have occurred on and as of the date of the requested Drawdown nor shall the Drawdown result in the occurrence of a Material Adverse Effect;
• (e) a Borrowing Base Shortfall shall not exist and, after giving effect to the proposed Drawdown, the Outstanding Principal of all Loans under the Operating Facility shall not violate the limits set forth in Section 2.19(1) of the Credit Agreement; and
• (f) prior to making any proposed Drawdown denominated in United States Dollars, no funds are available under the Concentration Account and the Borrower has complied with Section 2.4(7) of the Credit Agreement.

3.3 Waiver

The conditions set forth in Sections 3.2 and 3.1 are inserted for the sole benefit of the Lenders and the Agent and may only be waived with the unanimous consent of the Lenders, in whole or in part (with or without terms or conditions) without prejudicing the right of the Lenders or Agent at any time to assert such waived conditions in respect of any subsequent Drawdown.

ARTICLE 4 EVIDENCE OF DRAWDOWNS

4.1 Account of Record

The Agent shall open and maintain books of account evidencing all Loans and all other amounts owing by the Borrower to the Lenders hereunder. The Agent shall enter in the foregoing accounts details of all amounts from time to time owing, paid or repaid by the Borrower hereunder. The information entered in the foregoing accounts shall constitute prima facie evidence of the obligations of the Borrower to the Lenders hereunder with respect to all Loans and all other amounts owing by the Borrower to the Lenders hereunder. After a request by the Borrower, the Agent shall promptly advise the Borrower of such entries made in the Agent's books of account.

ARTICLE 5 PAYMENTS OF INTEREST AND FEES

5.1 Interest on Canadian Prime Rate Loans

The Borrower shall pay interest on each Canadian Prime Rate Loan owing by it during each Interest Period applicable thereto in Canadian Dollars at a rate per annum equal to the

Canadian Prime Rate in effect from time to time during such Interest Period plus the Applicable Pricing Rate. Each determination by the Agent of the Canadian Prime Rate applicable from time to time during an Interest Period shall be prima facie evidence thereof. Such interest shall accrue daily and shall be payable in arrears on each Interest Payment Date for such Loan for the period from and including the Drawdown Date or the preceding Conversion Date or Interest Payment Date, as the case may be, for such Loan to and including the day preceding such Interest Payment Date and shall be calculated on the principal amount of the Canadian Prime Rate Loan outstanding during such period and on the basis of the actual number of days elapsed in a year of 365 days or 366 days, as applicable. Changes in the Canadian Prime Rate shall cause an immediate adjustment of the interest rate applicable to such Loans without the necessity of any notice to the Borrower.

5.2 Interest on U.S. Base Rate Loans

The Borrower shall pay interest on each U.S. Base Rate Loan owing by it during each Interest Period applicable thereto in United States Dollars at a rate per annum equal to the U.S. Base Rate in effect from time to time during such Interest Period plus the Applicable Pricing Rate. Each determination by the Agent of the U.S. Base Rate applicable from time to time during an Interest Period shall, in the absence of manifest error, be prima facie evidence thereof. Such interest shall accrue daily and shall be payable in arrears on each Interest Payment Date for such Loan for the period from and including the Drawdown Date or the preceding Conversion Date or Interest Payment Date, as the case may be, for such Loan to and including the day preceding such Interest Payment Date and shall be calculated on the principal amount of the U.S. Base Rate Loan outstanding during such period and on the basis of the actual number of days elapsed in a year of 365 days or 366 days, as applicable. Changes in the U.S. Base Rate shall cause an immediate adjustment of the interest rate applicable to such Loans without the necessity of any notice to the Borrower.

5.3 Interest on Libor Loans

The Borrower shall pay interest on each Libor Loan owing by it during each Interest Period applicable thereto in United States Dollars at a rate per annum, calculated on the basis of a 360 day year, equal to the Libor Rate with respect to such Interest Period plus the Applicable Pricing Rate. Each determination by the Agent of the Libor Rate applicable to an Interest Period shall, in the absence of manifest error, be prima facie evidence thereof. Such interest shall accrue daily and shall be payable in arrears on each Interest Payment Date for such Loan for the period from and including the Drawdown Date or the preceding Rollover Date, Conversion Date or Interest Payment Date, as the case may be, for such Loan to and including the day preceding such Interest Payment Date and shall be calculated on the principal amount of the Libor Loan outstanding during such period and on the basis of the actual number of days elapsed divided by 360.

5.4 Interest Act (Canada); Conversion of 360 Rates

(1) Whenever a rate of interest or other rate per annum hereunder is calculated on the basis of a year (the "deemed year") which contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest shall be expressed as a yearly rate for purposes of the Interest Act (Canada) by multiplying such rate of interest by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year.

(2) Whenever a rate of interest or other rate per annum hereunder is expressed or calculated on the basis of a year of 360 days, such rate of interest or other rate shall be expressed as a rate per annum, calculated on the basis of a 365 day year, by multiplying such rate of interest or other rate by 365 and dividing it by 360.

(3) The Borrower acknowledges and confirms that the Borrower and its Subsidiaries are each able to calculate the yearly rate or percentage of interest payable under any document based on the methodology set out herein and under the other Documents, including this Article 5 and the constituent definitions herein and under the other Documents relating to interest and other amounts payable hereunder and thereunder.

(4) To the extent permitted by Applicable Laws, the Borrower hereby irrevocably agrees not to, and agrees to cause each of its Subsidiaries not to, plead or assert, whether by way of defence or otherwise, in any proceeding relating to the documents, that the interest payable under the Documents and the calculation thereof has not been adequately disclosed to the Borrower or any of its Subsidiaries, whether pursuant to Section 4 of the Interest Act (Canada) or any other applicable law or legal principle.

5.5 Nominal Rates; No Deemed Reinvestment

The principle of deemed reinvestment of interest shall not apply to any interest calculation under this Agreement; all interest payments to be made hereunder shall be paid without allowance or deduction for deemed reinvestment or otherwise, before and after maturity, default and judgment. The rates of interest specified in this Agreement are intended to be nominal rates and not effective rates. Interest calculated hereunder shall be calculated using the nominal rate method and not the effective rate method of calculation.

5.6 Standby Fees

(1) The Borrower shall pay to the Agent for the account of the relevant Lenders a standby fee in Canadian Dollars in respect of the Operating Facility calculated at a rate per annum equal to the Applicable Pricing Rate on the amount, if any, by which the amount of the Outstanding Principal under the Operating Facility, for each day in the period of determination is less than the maximum amount for each such day of the Operating Facility. Fees determined in accordance

with this Section shall accrue daily from and after the date hereof and shall be calculated quarterly in arrears to and including the last day of each calendar quarter and shall be payable on the third day following each such calendar quarter and on cancellation in full of the Operating Facility on the Maturity Date.

(2) For purposes of calculating standby fees payable pursuant to this Section 5.6 with respect to the Operating Facility, the Outstanding Principal from time to time in United States Dollars on each day during the period for which such standby fees are payable shall, for the purposes of determining an Equivalent Amount on such day, be notionally converted to the Equivalent Amount in Canadian Dollars using the Exchange Rate for converting United States Dollars to Canadian Dollars on the first Banking Day of each calendar month for any calculation with respect to each month in the calculation period.

5.7 Agent's Fees

From and after the date hereof, the Borrower shall pay to the Agent, for its own account, until the Credit Facilities have been fully cancelled and all Obligations hereunder have been paid in full, the non-refundable agency fees agreed to in writing from time to time between the Borrower and the Agent including such fees provided for in the Fee Agreement.

5.8 Upfront Fee

The Borrower shall pay to the Agent, on behalf of the Lenders, the upfront fee set out in the Fee Agreement payable on the dates set out therein.

5.9 Intentionally Deleted

5.10 Field Examination Fees

The Borrower shall, forthwith upon request by the Agent, pay to the Agent a fee for each field examination of the ABL Collateral performed by the Agent or its agents or representatives, calculated in a manner consistent with the Agent's normal practices at the Agent's then standard rate charged by it for such field examinations and the Borrower shall reimburse the Agent for all reasonable out-of-pocket expenses incurred in connection therewith.

5.11 Monthly Administration Fees

The Borrower shall pay to the Agent an administration fee in the amount of \$1,750 on the first Banking Day of each calendar month (provided that the monthly administration fee for the calendar month during which the initial Advance is made hereunder shall be pro-rated, based upon the number of days in such calendar month) and such administration fee shall be paid by the Borrower so long as any Obligations remain owing to any Lender or any Lender has any obligation to make any Advance available to the Borrower.

5.12 Interest on Overdue Amounts

Notwithstanding any other provision hereof, in the event that any amount due hereunder (including any interest payment) is not paid when due (whether by acceleration or otherwise), the Borrower shall pay interest on such unpaid amount (including interest on interest), if and to the fullest extent permitted by Applicable Law, from the date that such amount is due until the date that such amount is paid in full (but excluding the date of such payment if the payment is received for value at the required place of payment on the date of such payment), and such interest shall accrue daily, be calculated and compounded monthly and be payable on demand, after as well as before maturity, default and judgment, at a rate per annum that is equal to (i) in respect of amounts due in Canadian Dollars, the rate of interest then payable on Canadian Prime Rate Loans plus 2.0% per annum or (ii) in respect of amounts due in United States Dollars the rate of interest then payable on the U.S. Base Rate Loans plus 2.0% per annum.

5.13 Waiver

To the extent permitted by Applicable Law, the covenant of the Borrower to pay interest at the rates provided herein shall not merge in any judgment relating to any obligation of the Borrower to the Lenders or the Agent and any provision of the Interest Act (Canada), Judgment Interest Act (Alberta) or any other Applicable Law which restricts any rate of interest set forth herein shall be inapplicable to this Agreement and is hereby waived by the Borrower.

5.14 Maximum Rate Permitted by Law

No interest or fee to be paid hereunder shall be paid at a rate exceeding the maximum rate permitted by Applicable Law. In the event that such interest or fee exceeds such maximum rate, such interest or fees shall be reduced or refunded, as the case may be, so as to be payable at the highest rate recoverable under Applicable Law.

ARTICLE 6 BANKERS' ACCEPTANCES

6.1 Bankers' Acceptances

The Borrower may give the Agent notice that Bankers' Acceptances will be required under a Credit Facility pursuant to a Drawdown, Rollover or Conversion.

6.2 Fees

Upon the acceptance by a Lender of a Bankers' Acceptance, the Borrower shall pay to the Agent for the account of such Lender a fee in Canadian Dollars equal to the Applicable Pricing Rate calculated on the principal amount at maturity of such Bankers' Acceptance and for the period of time from and including the date of acceptance to but excluding the maturity date of such

Bankers' Acceptance and calculated on the basis of the number of days elapsed in a year of 365 days or 366 days, as applicable.

6.3 Form and Execution of Bankers' Acceptances

The following provisions shall apply to each Bankers' Acceptance hereunder:

• (a) the face amount at maturity of each draft drawn by the Borrower to be accepted as a Bankers' Acceptance shall be Cdn.\$1,000,000 and in integral multiples of \$100,000;
• (b) the term to maturity of each draft drawn by the Borrower to be accepted as a Bankers' Acceptance shall, subject to market availability as determined by the Lenders, be 28-92 days (or such other longer or shorter term as agreed by the Lenders), as selected by the Borrower in the relevant Drawdown, Rollover or Conversion Notice, and each Bankers' Acceptance shall be payable and mature on the last day of the Interest Period selected by the Borrower for such Bankers' Acceptance (which, for certainty, pursuant to the definition of "Interest Period" shall be on or prior to the Maturity Date);
• (c) each draft drawn by the Borrower and presented for acceptance by a Lender shall be drawn on the standard form of such Lender in effect at the time; provided, however, that the Agent may require the Lenders to use a generic form of Bankers' Acceptance, in a form satisfactory to each Lender, acting reasonably, provided by the Agent for such purpose in place of the Lenders' own forms;
• (d) subject to Section 6.3(e) below, Bankers' Acceptances shall be signed by duly authorized officers of the Borrower or, in the alternative, the signatures of such officers may be mechanically reproduced in facsimile thereon and Bankers' Acceptances bearing such facsimile signatures shall be binding on the Borrower as if they had been manually executed and delivered by such officers on behalf of the Borrower; notwithstanding that any person whose manual or facsimile signature appears on any Bankers' Acceptance may no longer be an authorized signatory for the Borrower on the date of issuance of a Bankers' Acceptance, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such Bankers' Acceptance shall be binding on the Borrower; and
• (e) in lieu of signing Bankers' Acceptances in accordance with Section 6.3(d) above, the Borrower may provide a Power of Attorney to a Lender; for so long as a Power of Attorney is in force with respect to a given Lender, such Lender shall execute and deliver Bankers' Acceptances on behalf of the Borrower in accordance with the

provisions thereof and, for certainty, all references herein to drafts drawn by the Borrower, Bankers' Acceptances executed by the Borrower or similar expressions shall be deemed to include Bankers' Acceptances executed in accordance with a Power of Attorney, unless the context otherwise requires.

6.4 Power of Attorney; Provision of Bankers' Acceptances to Lenders

(1) Unless revoked with respect to a given Lender in accordance herewith, the Borrower hereby appoints each Lender, acting by any authorized signatory of the Lender in question, the attorney of the Borrower:

• (a) to sign for and on behalf and in the name of the Borrower as drawer, drafts in such Lender's standard form which are depository bills as defined in the Depository Bills and Notes Act (Canada) (the "DBNA"), payable to a "clearing house" (as defined in the DBNA) (the "clearing house");
• (b) for drafts which are not depository bills, to sign for and on behalf and in the name of the Borrower as drawer and to endorse on its behalf, Bankers' Acceptances drawn on the Lender payable to the order of the undersigned or payable to the order of such Lender;
• (c) to fill in the amount, date and maturity date of such Bankers' Acceptances; and
• (d) to deposit and/or deliver such Bankers' Acceptances which have been accepted by such Lender,

provided that such acts in each case are to be undertaken by the Lender in question strictly in accordance with instructions given to such Lender by the Borrower as provided in this Section. For certainty, signatures of any authorized signatory of a Lender may be mechanically reproduced in facsimile on Bankers' Acceptances in accordance herewith and such facsimile signatures shall be binding and effective as if they had been manually executed by such authorized signatory of such Lender.

Instructions from the Borrower to a Lender relating to the execution, completion, endorsement, deposit and/or delivery by that Lender on behalf of the Borrower of Bankers' Acceptances which the Borrower wishes to submit to the Lender for acceptance by the Lender shall be communicated by the Borrower in writing to the Agent by delivery to the Agent of Drawdown Notices, Conversion Notices and Rollover Notices, as the case may be, in accordance with this Agreement which, in turn, shall be communicated by the Agent, on behalf of the Borrower, to the Lender.

The communication in writing by the Borrower, or on behalf of the Borrower by the Agent, to the Lender of the instructions set out in the Drawdown Notices, Conversion Notices and

Rollover Notices referred to above shall constitute (a) the authorization and instruction of the Borrower to the Lender to sign for and on behalf and in the name of the Borrower as drawer the requested Bankers' Acceptances and to complete and/or endorse Bankers' Acceptances in accordance with such information as set out above and (b) the request of the Borrower to the Lender to accept such Bankers' Acceptances and deposit the same with the clearing house or deliver the same, as the case may be, in each case in accordance with this Agreement and such instructions. The Borrower acknowledges that a Lender shall not be obligated to accept any such Bankers' Acceptances except in accordance with the provisions of this Agreement.

A Lender shall be and it is hereby authorized to act on behalf of the Borrower upon and in compliance with instructions communicated to that Lender as provided herein if the Lender reasonably believes such instructions to be genuine. If a Lender accepts Bankers' Acceptances pursuant to any such instructions, that Lender shall confirm particulars of such instructions and advise the Agent that it has complied therewith by notice in writing addressed to the Agent and served personally or sent by telecopier in accordance with the provisions hereof. A Lender's actions in compliance with such instructions, confirmed and advised to the Agent by such notice, shall be conclusively deemed to have been in accordance with the instructions of the Borrower.

This power of attorney may be revoked by the Borrower with respect to any particular Lender at any time upon not less than 5 Banking Days' prior written notice served upon the Lender in question and the Agent, provided that no such revocation shall reduce, limit or otherwise affect the obligations of the Borrower in respect of any Bankers' Acceptance executed, completed, endorsed, deposited and/or delivered in accordance herewith prior to the time at which such revocation becomes effective.

(2) Unless the Borrower has provided Powers of Attorney to the Lenders, to facilitate Drawdowns, Rollovers or Conversions of Bankers' Acceptances, the Borrower shall, upon execution of this Agreement and thereafter from time to time as required by the Lenders, provide to the Agent for delivery to each Lender drafts drawn in blank by the Borrower (pre endorsed and otherwise in fully negotiable form, if applicable) in quantities sufficient for each Lender to fulfil its obligations hereunder. Any such pre signed drafts which are delivered by the Borrower to the Agent or a Lender shall be held in safekeeping by the Agent or such Lender, as the case may be, with the same degree of care as if they were the Agent's or such Lender's property, and shall only be dealt with by the Lenders and the Agent in accordance herewith. No Lender shall be responsible or liable for its failure to make its share of any Drawdown, Rollover or Conversion of Bankers' Acceptances required hereunder if the cause of such failure is, in whole or in part, due to the failure of the Borrower to provide such pre signed drafts to the Agent (for delivery to such Lender) on a timely basis.

(3) By 10:00 a.m. (Toronto time) on the applicable Drawdown Date, Conversion Date or Rollover Date, the Borrower shall (a) either deliver to each Lender in Toronto, or, if previously

delivered, be deemed to have authorized each Lender to complete and accept, or (b) where the Borrower has previously executed and delivered a Power of Attorney to the Lender, be deemed to have authorized each such Lender to sign on behalf of the Borrower, complete and accept, drafts drawn by the Borrower on such Lender in a principal amount at maturity equal to such Lender's share of the Bankers' Acceptances specified by the Borrower in the relevant Drawdown Notice, Conversion Notice or Rollover Notice, as the case may be, as notified to the Lenders by the Agent.

6.5 Mechanics of Issuance

(1) Upon receipt by the Agent of a Drawdown Notice, Conversion Notice or Rollover Notice from the Borrower requesting the issuance of Bankers' Acceptances, the Agent shall promptly notify the Lenders thereof and advise each Lender of the aggregate face amount of Bankers' Acceptances to be accepted by such Lender, the date of issue, the Interest Period for such Loan and, whether such Bankers' Acceptances are to be self-marketed by the Borrower or purchased by such Lender for its own account; the apportionment among the Lenders of the face amounts of Bankers' Acceptances to be accepted by each Lender shall be determined by the Agent by reference and in proportion to the respective Commitments of each Lender, provided that, when such apportionment cannot be evenly made, the Agent shall round allocations amongst such Lenders consistent with the Agent's normal money market practices.

(2) Unless the Borrower has elected pursuant to Section 6.5(3) to have each Lender purchase for its own account the Bankers' Acceptances to be accepted by it in respect of any Drawdown, Rollover or Conversion, on each Drawdown Date, Rollover Date or Conversion Date involving the issuance of Bankers' Acceptances:

• (a) the Borrower shall obtain quotations from prospective purchasers regarding the sale of the Bankers' Acceptances and shall accept such offers in its sole discretion;
• (b) by no later than 8:30 a.m. (Toronto time) on such date, the Borrower shall provide the Agent with details regarding the sale of the Bankers' Acceptances described in (a) above whereupon the Agent shall promptly notify the Lenders of the identity of the purchasers of such Bankers' Acceptances, the amounts being purchased by such purchasers, the Discount Proceeds and the acceptance fees applicable to such issue of Bankers' Acceptances (including each Lender's share thereof);
• (c) each Lender shall complete and accept in accordance with the Drawdown Notice, Conversion Notice or Rollover Notice delivered by the Borrower and advised by the Agent in connection with such issue, its share of the Bankers' Acceptances to be issued on such date; and
• (d) in the case of a Drawdown, each Lender shall, on receipt of the Discount Proceeds, remit the Discount Proceeds (net of the acceptance fee payable to such Lender

pursuant to Section 6.2) to the Agent for the account of the Borrower; the Agent shall make such funds available to the Borrower for same day.

(3) The Borrower may, with respect to the issuance of Bankers' Acceptances hereunder from time to time, elect in the Drawdown Notice, Conversion Notice or Rollover Notice, as the case may be, delivered in respect of such issuance to have the Lenders purchase such Bankers' Acceptances for their own account. On each such Drawdown Date, Rollover Date or Conversion Date involving the issuance of Bankers' Acceptances being so purchased by the Lenders:

• (a) before 8:30 a.m. (Toronto time) on such date, the Agent shall determine the CDOR Rate and, if applicable, shall obtain quotations from each Schedule II Lender or Schedule III Lender of the Discount Rate then applicable to bankers' acceptances accepted by such Schedule II Lender or Schedule III Lender in respect of an issue of bankers' acceptances in a comparable amount and with comparable maturity to the Bankers' Acceptances proposed to be issued on such date;
• (b) as soon as possible on such date, the Agent shall determine the BA Discount Rate applicable to each Lender and shall advise each Lender of the BA Discount Rate applicable to it;
• (c) each Lender shall complete and accept, in accordance with the Drawdown Notice, Conversion Notice or Rollover Notice delivered by the Borrower and advised by the Agent in connection with such issue, its share of the Bankers' Acceptances to be issued on such date and shall purchase such Bankers' Acceptances for its own account at a purchase price which reflects the BA Discount Rate applicable to such issue; and
• (d) in the case of a Drawdown, each Lender shall, for same day value on the Drawdown Date, remit the Discount Proceeds or advance the BA Equivalent Advance, as the case may be, payable by such Lender (net of the acceptance fee payable to such Lender pursuant to Section 6.2) to the Agent for the account of the Borrower; the Agent shall make such funds available to the Borrower for same day value.
• (e) Each Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all Bankers' Acceptances accepted and purchased by it for its own account.

6.6 Rollover, Conversion or Payment on Maturity

In anticipation of the maturity of Bankers' Acceptances, the Borrower shall, subject to and in accordance with the requirements hereof, do one or a combination of the following with respect to the aggregate face amount at maturity of all such Bankers' Acceptances:

• (a) (i) deliver to the Agent a Rollover Notice that the Borrower intends to draw and present for acceptance on the maturity date new Bankers' Acceptances (issued under the same Credit Facility as the maturing Bankers' Acceptances) in an aggregate face amount up to the aggregate amount of the maturing Bankers' Acceptances and (ii) on the maturity date pay to the Agent for the account of the Lenders an additional amount equal to the difference between the aggregate face amount of the maturing Bankers' Acceptances and the Discount Proceeds of such new Bankers' Acceptances;
• (b) (i) deliver to the Agent a Conversion Notice requesting a Conversion of the maturing Bankers' Acceptances to another type of Loan under the same Credit Facility as the maturing Bankers' Acceptances and (ii) on the maturity date pay to the Agent for the account of the Lenders an amount equal to the difference, if any, between the aggregate face amount of the maturing Bankers' Acceptances and the amount of the Loans into which Conversion is requested; or
• (c) on the maturity date of the maturing Bankers' Acceptances, pay to the Agent for the account of the Lenders an amount equal to the aggregate face amount of such Bankers' Acceptances.

If the Borrower fails to so notify the Agent or make such payments on maturity, the Agent shall effect a Conversion into a Canadian Prime Rate Loan under the same Credit Facility as the maturing Bankers' Acceptances of the entire amount of such maturing Bankers' Acceptances as if a Conversion Notice had been given by the Borrower to the Agent to that effect.

6.7 Restriction on Rollovers and Conversions

Subject to the other provisions hereof, Conversions and Rollovers of Bankers' Acceptances may only occur on the maturity date thereof.

6.8 Rollovers

Without duplication of the obligations of the Borrower under Section 6.6(a), in order to satisfy the continuing liability of the Borrower to a Lender for the face amount of maturing Bankers' Acceptances accepted by such Lender, the Lender shall receive and retain for its own account the Discount Proceeds of new Bankers' Acceptances issued on a Rollover, and the Borrower shall on the maturity date of the Bankers' Acceptances being rolled over pay to the Agent for the account of the Lenders an amount equal to the difference between the face amount of the maturing Bankers' Acceptances and the Discount Proceeds from the new Bankers' Acceptances, together with the acceptance fees to which the Lenders are entitled pursuant to Section 6.2.

6.9 Conversion into Bankers' Acceptances

Without duplication of the obligations of the Borrower under Section 6.6(b), in respect of Conversions into Bankers' Acceptances, in order to satisfy the continuing liability of the Borrower to the Lenders for the amount of the converted Loan, each Lender shall receive and retain for its own account the Discount Proceeds of the Bankers' Acceptances issued upon such Conversion, and the Borrower shall on the Conversion Date pay to the Agent for the account of the Lenders an amount equal to the difference between the principal amount of the converted Loan and the aggregate Discount Proceeds from the Bankers' Acceptances issued on such Conversion, together with the acceptance fees to which the Lenders are entitled pursuant to Section 6.2.

6.10 Conversion from Bankers' Acceptances

In order to satisfy the continuing liability of the Borrower to the Lenders for an amount equal to the aggregate face amount of the maturing Bankers' Acceptances converted to another type of Loan, the Agent shall record the obligation of the Borrower to the Lenders as a Loan of the type into which such continuing liability has been converted.

6.11 BA Equivalent Advances

Notwithstanding the foregoing provisions of this Article, a Non-Acceptance Lender shall, in lieu of accepting Bankers' Acceptances, make a BA Equivalent Advance. The amount of each BA Equivalent Advance shall be equal to the Discount Proceeds which would be realized from a hypothetical sale of those Bankers' Acceptances which, but for this Section, such Lender would otherwise be required to accept as part of such a Drawdown, Conversion or Rollover of Bankers' Acceptances. To determine the amount of such Discount Proceeds, the hypothetical sale shall be deemed to take place at the BA Discount Rate for such Loan. Any BA Equivalent Advance shall be made on the relevant Drawdown Date, Rollover Date or Conversion Date as the case may be and shall remain outstanding for the term of the relevant Bankers' Acceptances. Concurrent with the making of a BA Equivalent Advance, a Non-Acceptance Lender shall be entitled to deduct therefrom an amount equal to the acceptance fee which, but for this Section, such Lender would otherwise be entitled to receive as part of such Loan. Subject to Section 6.6, upon the maturity date for such Bankers' Acceptances, the Borrower shall pay to each Non-Acceptance Lender an amount equal to the face amount at maturity of the Bankers' Acceptances which, but for this Section, such Lender would otherwise be required to accept as part of such a Drawdown, Conversion or Rollover of Bankers' Acceptances.

All references herein to "Loans" and "Bankers' Acceptances" shall, unless otherwise expressly provided herein or unless the context otherwise requires, be deemed to include BA Equivalent Advances made by a Non-Acceptance Lender as part of a Drawdown, Conversion or Rollover of Bankers' Acceptances.

6.12 Termination of Bankers' Acceptances

If at any time a Lender ceases to accept bankers' acceptances in the ordinary course of its business, such Lender shall be deemed to be a Non-Acceptance Lender and shall make BA Equivalent Advances in lieu of accepting Bankers' Acceptances under this Agreement.

6.13 Borrower Acknowledgements

In the event that the Borrower is marketing its own Bankers' Acceptances in accordance with Section 6.5(2), the Borrower hereby agrees that it shall make its own arrangements for the marketing and sale of the Bankers' Acceptances to be issued hereunder and that the Lender shall have no obligation nor be responsible in that regard. The Borrower further acknowledges and agrees that the availability of purchasers for Bankers' Acceptances requested to be issued hereunder, as well as all risks relating to the purchasers thereof, are its own risk.

ARTICLE 7 LETTERS OF CREDIT

7.1 Availability

Subject to the provisions hereof, the Borrower may require that Letters of Credit be issued by the Fronting Lender under the Operating Facility or the SBLC Facility, as applicable, in accordance with the Drawdown Notices and Rollover Notices of the Borrower; provided that, (i) upon issuing such Letter of Credit under the Operating Facility, the aggregate Outstanding Principal represented by all outstanding Letters of Credit under the Operating Facility shall not exceed (A) prior to the EDC Amendment and provided that the EDC Guarantee remains in full force and effect, Cdn.\$16,000,000 (or the Equivalent Amount thereof in United States Dollars), (B) after the EDC Amendment provided that the EDC Guarantee remains in full force and effect, Cdn.\$12,500,000 (or the Equivalent Amount thereof in United States Dollars) and (C) following the termination of the EDC Guarantee, Cdn.\$24,500,000 (or the Equivalent Amount thereof in United States Dollars) or (ii) upon issuing such Letter of Credit under the SBLC Facility, the amount equal to the aggregate face amount of all outstanding Letters of Credit under the SBLC Facility shall not exceed the SBLC Facility Commitment. The issuance of Letters of Credit shall constitute Drawdowns or Rollovers (as applicable) hereunder and shall reduce the availability of the applicable Credit Facility by the amount equal to the aggregate face amount of all outstanding Letters of Credit under such Credit Facility.

7.2 Currency, Type, Form and Expiry

Letters of Credit issued pursuant hereto shall be denominated in Canadian Dollars or U.S. Dollars and amounts payable thereunder shall be paid in the currency in which the Letter of Credit is denominated. A Letter of Credit issued hereunder shall be issued as a Fronted LC by the

Fronting Lender under the Operating Facility or the SBLC Facility, as applicable, and shall be in a form satisfactory to the Fronting Lender, acting reasonably, and shall have an expiration date not in excess of one year from the date of issue (provided that this limitation shall not preclude the Fronting Lender from issuing "evergreen" Letters of Credit) and, in any event, not later than the then current Maturity Date or otherwise extended with the consent of the Fronting Lender. On the Maturity Date, the Borrower shall provide or cause to be provided to the Fronting Lender cash collateral or letters of credit (or any combination thereof) in accordance with the provisions of Section 2.17(2) in an amount equal to or greater than the aggregate undrawn amount of all unexpired Letters of Credit outstanding under the Operating Facility and the SBLC Facility, as applicable; such cash collateral and letters of credit shall be held by the Fronting Lender and be applied in accordance with said Section 2.17(2) in satisfaction of and security for the Obligations of the Borrower for such unexpired Letters of Credit.

7.3 No Conversion

Except as provided in Section 7.6, the Borrower may not effect a Conversion of a Letter of Credit.

7.4 Fronted LC Provisions

(1) With respect to Fronted LCs, the Fronting Lender will exercise and give the same care and attention to each Fronted LC issued by it hereunder as it gives to its other letters of credit and similar obligations, and the Fronting Lender's sole liability to each applicable Lender shall be to promptly return to the Agent for the account of the applicable Lenders, each such Lender's Rateable Portion of any payments made to the Fronting Lender by the Borrower hereunder (other than the fees and amounts payable to the Fronting Lender for its own account) if the Borrower has made a payment to the Fronting Lender hereunder. Each applicable Lender agrees that, in paying any drawing under a Fronted LC, the Fronting Lender shall not have any responsibility to obtain any document (other than as expressly required by such Fronted LC) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any person delivering any such document. Neither the Fronting Lender nor any of its representatives, officers, employees or agents shall be liable to any Lender for:

• (a) any action taken or omitted to be taken in connection herewith at the request or with the approval of the applicable Lenders;
• (b) any action taken or omitted to be taken in connection with any Fronted LC in the absence of gross negligence or wilful misconduct; or
• (c) the execution, effectiveness, genuineness, validity, or enforceability of any Fronted LC, or any other document contemplated thereby.

The Fronting Lender shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, telex or similar writing) believed by it to be genuine or to be signed by the proper person or persons.

(2) The Borrower and each applicable Lender hereby authorize the Fronting Lender to review on behalf of each such applicable Lender each draft and other document presented under each Fronted LC issued by the Fronting Lender. The determination of the Fronting Lender as to the conformity of any documents presented under a Fronted LC issued by it to the requirements of such Fronted LC shall, in the absence of the Fronting Lender's gross negligence or wilful misconduct, be conclusive and binding on the Borrower and each applicable Lender. The Fronting Lender shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent a demand for payment under any Fronted LC issued by it. The Fronting Lender shall promptly after such examination:

• (a) notify the Agent and the Borrower by telephone (confirmed in writing) of such demand for payment;
• (b) deliver to the Agent a copy of each document purporting to represent a demand for payment under such Fronted LC; and
• (c) notify the Agent and the Borrower whether said demand for payment was properly made under such Fronted LC.

7.5 Records

The Fronting Lender shall maintain records showing the undrawn and unexpired amount of each Letter of Credit outstanding hereunder and each Lender's share of such amount and showing for each Letter of Credit issued hereunder:

• (a) the dates of issuance and expiration thereof;
• (b) the amount thereof; and
• (c) the date and amount of all payments made thereunder.

The Fronting Lender shall make copies of such records available to the Borrower, the Agent or any Lender upon its request.

7.6 Reimbursement or Conversion on Presentation;

(1) On presentation of a Letter of Credit issued under the Operating Facility and payment thereunder by the Fronting Lender, the Borrower shall forthwith pay to and reimburse the Fronting Lender for all amounts paid pursuant to such Letter of Credit or, failing such payment,

the Borrower shall be deemed to have effected a Conversion of the amount so paid pursuant to such Letter of Credit into: (a) a Canadian Prime Rate Loan in the case of a Letter of Credit denominated in Canadian Dollars or (b) a U.S. Base Rate Loan in the case of a Letter of Credit denominated in United States Dollars, in each case, to the extent of the payment by the Fronting Lender thereunder.

(2) On presentation of a Letter of Credit issued under the SBLC Facility and payment thereunder by the Fronting Lender, the Fronting Lender shall be paid and reimbursed for all amounts paid for such Letter of Credit by the Fronting Lender, in accordance with and pursuant to the EDC Guarantee.

7.7 Fronting Lender Indemnity

(1) If the Fronting Lender makes payment under any Fronted LC issued under the Operating Facility and the Borrower does not fully reimburse the Fronting Lender on or before the date of payment, then Section 7.6 (1) shall apply to deem a Loan to be outstanding to the Borrower under this Agreement in the manner herein set out. Each applicable Lender shall, on request by the Fronting Lender, immediately pay to the Fronting Lender an amount equal to such applicable Lender's Rateable Portion of the amount paid by the Fronting Lender such that each such applicable Lender is participating in the deemed Loan in accordance with its Rateable Portion and, for certainty, regardless of whether any Default or Event of Default is then outstanding or whether any other condition to the making of a Loan has been satisfied or not.

(2) If the Fronting Lender makes payment under any Fronted LC issued under the SBLC Facility, then Section 7.6(2) shall apply and the Fronting Lender shall be reimbursed pursuant to the EDC Guarantee. Notwithstanding anything in this Agreement or in any other Document:

• (a) all Outstanding Principal and other Obligations outstanding under the SBLC Facility shall be owing solely to the Fronting Lender, and no other Lender shall be required in any circumstance (including as a result of Acceleration or Insolvency Event) to participate in Loans under the SBLC Facility; and
• (b) the EDC Guarantee shall solely be utilized to secure Obligations under the SBLC Facility.

(3) Each applicable Lender shall immediately on demand indemnify the Fronting Lender to the extent of such applicable Lender's Rateable Portion of any amount paid or liability incurred by the Fronting Lender under each Fronted LC issued by it to the extent that the Borrower does not fully reimburse the Fronting Lender therefor.

(4) For certainty, the obligations in this Section 7.7 shall continue as obligations of those applicable Lenders who were applicable Lenders at the time when each such Letter of Credit was issued notwithstanding that such applicable Lender may assign its rights and obligations hereunder, unless the Fronting Lender specifically releases such applicable Lender from such obligations in writing.

7.8 Fees and Expenses

(1) The Borrower shall pay to the Fronting Lender, in respect of the issuance of any Fronted LC, an issuance fee, payable quarterly in arrears on the third day of each calendar quarter and payable on the Maturity Date or (if applicable) any earlier date on which the Operating Facility or SBLC Facility, as applicable, is fully cancelled, calculated, in respect of Letters of Credit issued under the Operating Facility or SBLC Facility at a rate per annum equal to the Applicable Pricing Rate, and on the daily amount of each such Letter of Credit for the number of days such Letter of Credit was outstanding for the period from and including the date of issuance or the date of the immediately preceding determination of issuance fees (as the case may be) to but excluding that date of determination, in each case, in a year of 365 days or 366 days, as applicable.

(2) The Borrower shall pay to the Fronting Lender, in respect of the issuance of any Fronted LC by the Fronting Lender, a fronting fee payable quarterly in arrears on the third day of each calendar quarter and payable on the date which the Operating Facility or SBLC Facility, as applicable, is fully cancelled, calculated at a rate of 0.25% on the amount of each such Fronted LC for the number of days which such Fronted LC will be outstanding; provided that such fronting fee shall not be payable in respect of any Fronted LC issued under any Credit Facility if the Fronting Lender is the only Lender with a Commitment under such Credit Facility.

(3) In addition, with respect to all Letters of Credit, the Borrower shall from time to time pay to the Fronting Lender its usual and customary fees and charges (at the then prevailing rates) for the amendment, delivery and administration of letters of credit such as the Letters of Credit and shall pay and reimburse the Fronting Lender for any reasonable out of pocket costs and expenses incurred in connection with any Letter of Credit, including in connection with any payment thereunder.

7.9 Additional Provisions

(1) Indemnity and No Lender Liability

The Borrower shall indemnify and save harmless the Lenders, the Fronting Lender and the Agent against all claims, losses, costs, expenses or damages to the Lenders, the Fronting Lender and the Agent arising out of or in connection with any Letter of Credit, the issuance thereof, any payment thereunder or any action taken by the Lenders, the Fronting Lender or the Agent or any other person in connection therewith, including all costs relating to any legal process or proceeding

instituted by any party restraining or seeking to restrain the issuer of a Letter of Credit or the Agent from accepting or paying any Draft or any amount under any such Letter of Credit, except as a result of such Lender's, the Fronting Lender's or the Agent's gross negligence or wilful misconduct (as applicable). The Borrower also agrees that the Lenders, the Fronting Lender and the Agent shall have no liability to it for any reason in respect of or in connection with any Letter of Credit, the issuance thereof, any payment thereunder or any other action taken by the Lenders, the Fronting Lender or the Agent or any other person in connection therewith, except as a result of the Agent's, Lenders' or Fronting Lender's (as applicable) gross negligence or wilful misconduct.

(2) No Obligation to Inquire

The Borrower hereby acknowledges and confirms to the Fronting Lender that the Fronting Lender and the Lenders shall not be obliged to make any inquiry or investigation as to the right of any beneficiary to make any claim or Draft or request any payment under a Letter of Credit and payment pursuant to a Letter of Credit shall not be withheld by reason of any matters in dispute between the beneficiary thereof and the Borrower. The sole obligation of the Fronting Lender and the Lenders with respect to Letters of Credit is to cause to be paid a Draft drawn or purporting to be drawn in accordance with the terms of the applicable Letter of Credit and for such purpose the Fronting Lender is only obliged to determine that the Draft purports to comply with the terms and conditions of the relevant Letter of Credit.

The Fronting Lender and the Lenders shall not have any responsibility or liability for or any duty to inquire into the form, sufficiency (other than to the extent provided in the preceding paragraph), authorization, execution, signature, endorsement, correctness (other than to the extent provided in the preceding paragraph), genuineness or legal effect of any Draft, certificate or other document presented to it pursuant to a Letter of Credit and the Borrower unconditionally assumes all risks with respect to the same. The Borrower agrees that it assumes all risks of the acts or omissions of the beneficiary of any Letter of Credit with respect to the use by such beneficiary of the relevant Letter of Credit. The Borrower further agrees that neither the Fronting Lender nor any Lender, nor any of their respective officers, directors or correspondents will assume liability for, or be responsible for:

• (a) the validity, correctness, genuineness or legal effect of any document or instrument relating to any Letter of Credit, even if such document or instrument should in fact prove to be in any respect invalid, insufficient, inaccurate, fraudulent or forged;
• (b) the failure of any document or instrument to bear any reference or adequate reference to any Letter of Credit;

• (c) any failure to note the amount of any Draft on any Letter of Credit or on any related document or instrument; any failure of the beneficiary of any Letter of Credit to meet the obligations of such beneficiary to the Borrower or any other person;

• (d) any errors, inaccuracies, omissions, interruptions or delays in transmission or delivery of any messages, directions or correspondence by mail, facsimile or otherwise, whether or not they are in cipher;

• (e) any inaccuracies in the translation of any messages, directions or correspondence or for errors in the interpretation of any technical terms; or
• (f) any failure by the Fronting Lender or any Lender to make payment under any Letter of Credit as a result of any law, control or restriction rightfully or wrongfully exercised or imposed by any domestic or foreign court or government or Governmental Authority or as a result of any other cause beyond the control of the Fronting Lender or any Lender, or their respective officers, directors or correspondents.
• (3) Obligations Unconditional

The obligations of the Borrower hereunder with respect to all Letters of Credit shall be absolute, unconditional and irrevocable and shall not be reduced by any event, circumstance or occurrence, including any lack of validity or enforceability of a Letter of Credit, or any Draft paid or acted upon by the Fronting Lender, the Agent, the Lenders or any of their respective correspondents being fraudulent, forged, invalid or insufficient in any respect (except with respect to their gross negligence or wilful misconduct or payment under a Letter of Credit other than in substantial compliance herewith), or any set off, defenses, rights or claims which the Borrower may have against any beneficiary or transferee of any Letter of Credit. The obligations of the Borrower hereunder shall remain in full force and effect and shall apply to any alteration to or extension of the expiration date of any Letter of Credit or any Letter of Credit issued to replace, extend or alter any Letter of Credit.

(4) Other Actions

Any action, inaction or omission taken or suffered by the Fronting Lender, the Agent or any Lenders or by any of their respective correspondents under or in connection with a Letter of Credit or any Draft made thereunder, if in good faith and in conformity with foreign or domestic laws, regulation or customs applicable thereto shall be binding upon the Borrower and shall not place the Fronting Lender, the Agent, any Lender or any of their respective correspondents under any resulting liability to the Borrower. Without limiting the generality of the foregoing, the Fronting Lender, the Agent, any Lender and their respective correspondents may receive, accept or pay as complying with the terms of a Letter of Credit, any Draft thereunder, otherwise in order which may be signed by, or issued to, the administrator or any executor of, or the trustee in bankruptcy of, or the receiver for any property of, or any person or entity acting as a representative or in the place of, such beneficiary or its successors and assigns. The Borrower covenants that it will not take any steps, issue any instructions to the Fronting Lender, the Agent, any Lender or any

of their respective correspondents or institute any proceedings intended to derogate from the right or ability of the Fronting Lender, the Agent, any Lender or their respective correspondents to honour and pay any Letter of Credit or any Drafts.

(5) Payment of Contingent Liabilities

The Borrower shall pay to the Fronting Lender an amount equal to the maximum amount available to be drawn under any unexpired Letter of Credit which becomes the subject of any order, judgment, injunction or other such determination (an "Order"), or any petition, proceeding or other application for any Order by the Borrower or any other party, restricting payment under and in accordance with such Letter of Credit or extending the Fronting Lender's or Lenders liability, as the case may be, under such Letter of Credit beyond the expiration date stated therein; payment in respect of each such Letter of Credit shall be due forthwith upon demand in the currency in which such Letter of Credit is denominated.

Any amount paid to the Fronting Lender pursuant to the preceding paragraph shall be held by the Fronting Lender in interest bearing cash collateral accounts (with interest payable for the account of the Borrower at the rates and in accordance with the then prevailing practices of the Agent for accounts of such type) as continuing security for the Obligations (and the Borrower hereby grants to the Agent a fixed charge and specific Security Interest in such amounts as security for the Obligations) and shall, prior to an Event of Default be applied by the Fronting Lender against the Obligations for, or (at the option of the Fronting Lender) be applied in payment of, such Letter of Credit if payment is required thereunder; after an Event of Default the Agent may apply such amounts, firstly, against any Obligations in respect of the relevant Letter of Credit, and, after satisfaction of such Obligations or expiry of such Letter of Credit, against any other Obligations as it sees fit or as is directed by the Lenders.

The Fronting Lender shall release to the Borrower any amount remaining in the cash collateral accounts after applying the amounts necessary to discharge the Obligations relating to such Letter of Credit, upon the later of:

• (a) the date on which any final and non-appealable order, judgment or other determination has been rendered or issued either terminating any applicable Order or permanently enjoining the Fronting Lender or Lenders, as the case may be, from paying under such Letter of Credit;
• (b) the earlier of:

• (i) the date on which either the original counterpart of such Letter of Credit is returned to the Fronting Lender for cancellation or the Fronting Lender or Lenders, as the case may be, is or are released by the beneficiary thereof from any other obligation in respect of such Letter of Credit; and

• (ii) the expiry of such Letter of Credit; and

• (c) if an Event of Default has occurred, the payment and satisfaction of all Obligations and the cancellation or termination of the Credit Facilities.
• (6) No Consequential Damages

Notwithstanding any other provision of the Documents to the contrary, the Fronting Lender, the Agent and the Lenders shall not be liable to the Borrower for any consequential, indirect, punitive or exemplary damages with respect to action taken or omitted to be taken by any of them under or in respect of any Letter of Credit.

(7) Uniform Customs and Practice

The Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce (the "Uniform Customs") shall in all respects apply to each Letter of Credit unless expressly provided to the contrary therein and shall be deemed for such purpose to be a part of this Agreement as if fully incorporated herein. In the event of any conflict or inconsistency between the Uniform Customs and the governing law of this Agreement, the Uniform Customs shall, to the extent permitted by Applicable Law, prevail to the extent necessary to remove the conflict or inconsistency.

7.10 Certain Notices to the Agent with Respect to Letters of Credit

(1) The Fronting Lender (if other than the Agent) shall forthwith advise the Agent of any payment under, or cancellation of (whether full or partial), any Letter of Credit issued by such Fronting Lender pursuant hereto.

(2) For certainty, all Rollover Notices requesting a Rollover of a Letter of Credit shall be delivered to the Agent (rather than directly to the Fronting Lender) and, in addition to the other provisions hereof applicable to such a Rollover, no Rollover of a Letter of Credit shall be made unless a Rollover Notice is given to the Agent in accordance with Section 2.7(d).

ARTICLE 8 PLACE AND APPLICATION OF PAYMENTS

8.1 Place of Payment of Principal, Interest and Fees; Payments to Agent

All payments of principal, interest, fees and other amounts to be made by the Borrower to the Agent and the Lenders pursuant to this Agreement shall be made to the Agent (for, as applicable, the account of the Lenders or its own account) without set off, counterclaim, deduction or reduction of any nature or kind whatsoever in the currency in which the Loan is outstanding for value on the day such amount is due, and if such day is not a Banking Day on the Banking Day

next following, by deposit or transfer thereof to the applicable Agent's Accounts or at such other place as the Borrower and the Agent may from time to time agree; provided that, for any interest payment, interest shall continue to accrue until payment is made on the Banking Day following the Banking Day such interest payment was due. Notwithstanding anything to the contrary expressed or implied in this Agreement, the receipt by the Agent in accordance with this Agreement of any payment made by the Borrower for the account of any of the Lenders shall, insofar as the Borrower's obligations to the relevant Lenders are concerned, be deemed also to be receipt by such Lenders and the Borrower shall have no liability in respect of any failure or delay on the part of the Agent in disbursing or accounting to the relevant Lenders in regard thereto.

8.2 Designated Accounts of the Lenders

All payments of principal, interest, fees or other amounts to be made by the Agent to the Lenders pursuant to this Agreement shall be made for value on the day required hereunder, provided the Agent receives funds from the Borrower for value on such day, and if such funds are not so received from the Borrower or if such day is not a Banking Day, on the Banking Day next following, by deposit or transfer thereof at the time specified herein to the account of each Lender designated by such Lender to the Agent for such purpose or to such other place or account as the Lenders may from time to time notify the Agent.

8.3 Funds

Each amount advanced, disbursed or paid hereunder shall be advanced, disbursed or paid, as the case may be, in such form of funds as may from time to time be customarily used in Calgary, Alberta, Toronto, Ontario and New York, New York in the settlement of banking transactions similar to the banking transactions required to give effect to the provisions of this Agreement on the day such advance, disbursement or payment is to be made (for certainty, each such amount advanced, disbursed or paid, as the case may be, in immediately available funds to the extent possible in the relevant jurisdiction).

8.4 Application of Payments

(1) The Borrower hereby irrevocably waives the right to direct the application of payments and collections at any time received by the Agent from or on behalf of the Borrower, and the Borrower hereby irrevocably agrees that the Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time by the Agent (including payments received pursuant to a Borrowing Base Shortfall) against the Obligations in such manner as the Agent determines appropriate.

(2) Subject to the terms of each of the Blocked Account Agreements, the Borrower hereby irrevocably authorizes the Agent to charge any Blocked Account or other Deposit Account (other than the Senior Secured Account) for the amounts from time to time necessary to pay any

Obligations (whether or not then due and payable), including in respect to any repayments in accordance with Section 2.17(4), any fees owing pursuant to Sections 5.6 to 5.11 and appraisal fees incurred in Section 10.1(f); provided that the Borrower acknowledges and agrees that the Agent shall be under no obligation to do so and the Agent shall incur no liability to the Borrower or any other Person for the Agent's failure to do so.

8.5 Payments Clear of Taxes

(1) Any and all payments by the Borrower to the Agent or the Lenders hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present or future Taxes and all liabilities with respect thereto imposed, levied, collected, withheld or assessed by any Governmental Authority or under the laws of any international tax authority imposed on the Agent or the Lenders, or by or on behalf of the foregoing (and, for greater certainty, nothing in this Section 8.5(1) shall make the Borrower liable for any Excluded Taxes). In addition, the Borrower agrees to pay any present or future stamp, transfer, registration, excise, issue, documentary or other taxes, charges or similar levies which arise from any payment made under this Agreement or the Loans or in respect of the execution, delivery or registration or the compliance with this Agreement or the other Documents contemplated hereunder other than Excluded Taxes. The Borrower shall indemnify and hold harmless the Agent and the Lenders for the full amount of all of the foregoing Taxes or other amounts paid or payable by the Agent or the Lenders and any liability (including penalties, interest, additions to tax and reasonable out of pocket expenses) resulting therefrom or with respect thereto which arise from any payment made under or pursuant to this Agreement or the Loans or in respect of the execution, delivery or registration of, or compliance with, this Agreement or the other Documents other than, in all cases, any Excluded Taxes.

(2) If the Borrower shall be required by law to deduct or withhold any Taxes other than Excluded Taxes from any payment or other amount required to be paid to the Agent or the Lenders hereunder, or if any liability therefor shall be imposed or shall arise from or in respect of any sum payable hereunder, then the sum payable to the Agent or the Lenders hereunder shall be increased as may be necessary so that after making all required deductions, withholdings, and additional payments attributable thereto (including deductions, withholdings or Taxes other than Excluded Taxes payable for additional sums payable under this provision) the Agent or the Lenders, as the case may be, receive an amount equal to the amount they would have received had no such deductions or withholdings been made or if such additional Taxes other than Excluded Taxes had not been imposed; in addition, the Borrower shall pay the full amount deducted or withheld for such Taxes other than Excluded Taxes to the relevant taxation authority or other authority in accordance with Applicable Law, such payment to be made (if the liability is imposed on the Borrower) for its own account or (if the liability is imposed on the Agent or the Lenders) on behalf of and in the name of the Agent or the Lenders, as the case may be. If the liability is imposed on the Agent or the Lenders, the Borrower shall deliver to the Agent or the Lenders evidence

satisfactory to the Agent or the Lenders, acting reasonably, of the payment to the relevant taxation authority or other authority of the full amount deducted or withheld.

(3) If a payment made to a Lender under any Document would be subject to withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Agent at the time or times prescribed by law and at such time or times requested by the Borrower or the Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation requested by the Borrower or the Agent as may be necessary for the Borrower and the Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender's obligations under FATCA or to determine the amount to deduct and withhold from such payment. Each Lender shall promptly advise the Borrower and the Agent when it becomes aware of any non-compliance.

8.6 Set Off

(1) In addition to any rights under any Blocked Account Agreement and any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Agent and each Lender shall have the right (and are hereby authorized by Borrower) at any time and from time to time to combine all or any of the Deposit Accounts (other than the Senior Secured Account), and, subject to the obligations set forth in Section 2.12, to set off and to appropriate and to apply any and all deposits (general or special, term or demand) including, but not limited to, indebtedness evidenced by certificates of deposit whether matured or unmatured, and any other indebtedness at any time held by the Borrower or owing by such Lender or the Agent, as the case may be, to or for the credit or account of the Borrower against and towards the satisfaction of any Obligations owing by the Borrower, and may do so notwithstanding that the balances of such accounts and the liabilities are expressed in different currencies, and the Agent and each Lender are hereby authorized to effect any necessary currency conversions at the applicable Exchange Rate.

(2) The Agent or the applicable Lender, as the case may be, shall notify the Borrower of any such set off from the Deposit Accounts (excluding the Senior Secured Account) within a reasonable period of time thereafter, although the Agent or the Lender, as the case may be, shall not be liable to the Borrower for its failure to so notify.

ARTICLE 9 REPRESENTATIONS AND WARRANTIES

9.1 Representations and Warranties

The Borrower represents and warrants as follows to the Agent and to each of the Lenders and acknowledges and confirms that the Agent and each of the Lenders are relying upon such representations and warranties:

(a) Existence and Good Standing

The Borrower and each other Loan Party is a corporation validly existing and in good standing under the laws of its jurisdiction of formation or is a partnership or trust validly existing under the laws of its jurisdiction of formation; each is duly registered in all other jurisdictions where the nature of its property or character of its business requires registration, except for jurisdictions where the failure to be so registered or qualified would not have a Material Adverse Effect, and has all necessary power, capacity and authority to own its properties and carry on its business as presently carried on or as contemplated by the Documents.

(b) Authority

The Borrower and each other Loan Party has full power, legal right and authority to enter into the Documents to which it is a party and do all such acts and things as are required by such Documents to be done, observed or performed, in accordance with the terms thereof.

(c) Valid Authorization and Execution

The Borrower and each other Loan Party has taken all necessary corporate, partnership and other action (as applicable) of its directors, shareholders, partners, trustees and other persons (as applicable) to authorize the execution, delivery and performance of the Documents to which it is a party and to observe and perform the provisions thereof in accordance with the terms therein contained.

(d) Validity of Agreement – Non-Conflict

None of the authorization, execution or delivery of this Agreement or performance of any obligation pursuant thereto requires or will require, pursuant to Applicable Law now in effect, any approval or consent of any Governmental Authority having jurisdiction (except such as has already been obtained and are in full force and effect) nor is in conflict with or, contravention of (i) the Borrower's or any other Loan Party's articles, by-laws or other constating documents or any resolutions of

directors or shareholders or partners, as applicable, or the provisions of its partnership agreement or declaration of trust or trust indenture (as applicable) or (ii) the provisions of any other indenture, instrument, undertaking or other agreement to which any of the Borrower or any of the other Loan Parties is a party or by which they or their properties or assets are bound, the contravention of which would have or would reasonably be expected to have a Material Adverse Effect. The Documents when executed and delivered will constitute valid and legally binding obligations of each of the Borrower and each of other Loan Parties which is a party thereto enforceable against each such party in accordance with their respective terms, subject to applicable bankruptcy, insolvency and other laws of general application limiting the enforceability of creditors' rights and to the fact that equitable remedies are only available in the discretion of the court.

(e) Ownership of Property

The Borrower and each of the other Loan Parties has good and marketable title to its material property, subject to Permitted Encumbrances and to minor defects of title which, individually and in the aggregate, do not materially affect their respective rights of ownership of the Borrower and such other Loan Party to such property, the value thereof or their right or ability to utilize the same in conduct of their business and affairs.

(f) Debt

Neither the Borrower nor any of the other Loan Parties has created, incurred, assumed, suffered to exist, or entered into any contract, instrument or undertaking pursuant to which, the Borrower or any of the other Loan Parties is now or may hereafter become liable for any Debt other than Permitted Debt.

(g) Encumbrances

Neither the Borrower nor any of the other Loan Parties has created, incurred, assumed, suffered to exist, or entered into any contract, instrument or undertaking pursuant to which, any person may have or be entitled to any Security Interest on or in respect of its Collateral or any part thereof except for Permitted Encumbrances.

(h) No Material Adverse Effect

No event or circumstance has occurred since the date of the latest financial statements provided to the Agent or is continuing which has had or would reasonably be expected to have a Material Adverse Effect.

(i) No Omissions

The Borrower has made available to the Agent and Lenders all material information necessary to make any representations, warranties and statements of the Borrower contained in this Agreement not misleading in any material respect in light of the circumstances in which they are given.

(j) Non-Default

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

(k) Financial Condition

• (i) The audited and unaudited consolidated financial statements of the Parent, the Borrower and Source US delivered to the Lenders and the Agent pursuant hereto present fairly, in all material respects, the consolidated financial condition of the Parent, the Borrower and Source US, as the case may be, as at the respective dates thereof and the results of the consolidated operations thereof for the Fiscal Quarter or Fiscal Year (as applicable) then ending, all in accordance with GAAP consistently applied.
• (ii) Except as has been disclosed to the Agent from time to time by written notice in accordance with the provisions of this Agreement, no filing is imminent of a report of a material change as required to be filed by the Borrower or any other Loan Party with any securities commission or exchange or with any Governmental Authority having jurisdiction over the issuance and sale of securities of the Borrower or any other Loan Party and which material change would have or would reasonably be expected to have a Material Adverse Effect.

(l) Information Provided

All information, materials and documents, including all throughput and cash flow projections, economic models, engineering data, capital and operating budgets and other information and data:

(i) prepared and provided to the Agent by the Borrower or any of the other Loan Parties in respect of the transactions contemplated by this Agreement, or as required by the terms of this Agreement, were, in the case of financial projections and other forward looking financial information, prepared in good faith based upon reasonable assumptions at the date of preparation, and, in all other cases, true, complete and correct in all material respects as of the respective dates thereof; and

(ii) to the extent prepared by persons other than the Borrower or any of the other Loan Parties and provided to the Agent by or on behalf of the Borrower or any of the other Loan Parties in respect of the transactions contemplated by this Agreement, or as required by the terms of this Agreement, were, to the best of the knowledge of the Borrower, after due inquiry, in the case of financial projections and other forward looking financial information, prepared in good faith based upon reasonable assumptions at the date of preparation and, in all other cases, true, complete and correct in all material respects as of the respective dates thereof.

(m) Absence of Litigation

There are no actions, suits or proceedings pending or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any other Loan Party, their property or any of their undertakings and assets, at law, in equity or before any arbitrator or before or by any Governmental Authority having jurisdiction in the premises in respect of which there is a reasonable possibility of a determination adverse to the Borrower or any other Loan Party and which, if determined adversely, would have or would reasonably be expected to have a Material Adverse Effect.

(n) Compliance with Applicable Laws, Court Orders and Agreements

The Loan Parties and their Restricted Subsidiaries and their respective property, businesses and operations are in compliance with all Applicable Laws (including all applicable Environmental Laws), all applicable directives, judgments, decrees, injunctions and orders rendered by any Governmental Authority or court of competent jurisdiction, their articles, by-laws and other constating documents, all agreements or instruments to which any of them is a party or by which any of their property or assets are bound, and any employee benefit plans, except in each case to the extent that failure to so comply would not have and would not reasonably be expected to have a Material Adverse Effect.

(o) Required Permits in Effect

All Required Permits are in full force and effect, except to the extent that the failure to have or maintain the same in full force and effect would not, when taken in the aggregate, have or reasonably be expected to have a Material Adverse Effect.

(p) Remittances Up to Date

All of the material remittances required to be made by the Borrower and each other Loan Party to Governmental Authorities have been made and are currently up to

date and there are no outstanding arrears, other than those which are being contested by Permitted Contest.

• (q) Environmental
• (i) To the best of the knowledge and belief of the Borrower, after due inquiry, (A) the Loan Parties and their Restricted Subsidiaries and their respective properties, assets and undertakings taken as a whole comply in all respects with all Environmental Laws except to the extent that failure to so comply would not have and would not reasonably be expected to have a Material Adverse Effect, and (B) the businesses, activities and operations of the Loan Parties and their Restricted Subsidiaries and the use of their respective properties, assets and undertakings and the processes and undertakings performed thereon comply in all respects with all Environmental Laws except, in each case, to the extent that failure to so comply would not have and would not reasonably be expected to have a Material Adverse Effect; further, the Borrower does not know, and has no reasonable grounds to know, of any facts which result in or constitute or are likely to give rise to non-compliance with any Environmental Laws, which facts or noncompliance have or would reasonably be expected to have a Material Adverse Effect.
• (ii) The Loan Parties and their Restricted Subsidiaries have not received written notice and, except as previously disclosed to the Agent in writing, have no knowledge after due inquiry, of any facts which could give rise to any notice of non-compliance with any Environmental Laws, which non-compliance has or would reasonably be expected to have a Material Adverse Effect and have not received any notice that the Borrower or any other Loan Party is a potentially responsible party for a federal, provincial, regional, municipal or local clean up or corrective action in connection with their respective properties, assets and undertakings where such clean up or corrective action has or would reasonably be expected to have a Material Adverse Effect.
• (r) Taxes

Each Loan Party and each Subsidiary thereof has duly filed on a timely basis all tax returns required to be filed and have paid all Taxes which are due and payable other than such Taxes which the failure to pay, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect, and have paid all material assessments and reassessments, and all other material Taxes, governmental charges, governmental royalties, penalties, interest and fines claimed against them, other than those which are being contested by them by Permitted

Contest; they have made adequate provision for, and all required instalment payments have been made in respect of, Taxes payable for the current period for which returns are not yet required to be filed except to the extent that failure to do so has not had and would not reasonably be expected to have a Material Adverse Effect; there are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any tax return by them or the payment of any Taxes; there are no actions or proceedings being taken by any taxation authority in any jurisdictions where the Loan Parties and their Restricted Subsidiaries carry on business to enforce the payment of any Taxes by them other than those which are being contested by them by Permitted Contest.

(s) Subsidiaries and Legal Structure

• (i) As at the date of this Agreement, the Subsidiaries of the Parent are as set forth in Schedule K attached hereto.
• (ii) Attached hereto as Schedule K is a true and complete copy of the legal structure and ownership of the Parent, the Borrower and the other Loan Parties.

(t) Intellectual Property

The Borrower and each other Loan Party have or have the legal right to use all Intellectual Property necessary for the operation and conduct of their business, affairs, operations and processes, except to the extent that the failure to have the same would not have or reasonably be expected to have a Material Adverse Effect and, to the best of their knowledge and belief, no person has asserted any claim or taken any step or proceedings to prohibit or limit the use of such Intellectual Property by the Borrower or any other Loan Party, in respect of which claim, step or proceedings there is a reasonable likelihood of a determination adverse to the Borrower or any other Loan Party and which, if determined adversely, would have or would reasonably be expected to have a Material Adverse Effect.

(u) Insurance

The Borrower and each other Loan Party maintains with financially sound and reputable insurers, insurance with respect to their respective properties and businesses and against such casualties and contingencies and in such types and amounts as are in accordance with customary business practices for corporations of the size and type of business and operations as the Borrower and each other Loan Party (taken as a whole) to the extent such insurance is available on commercially reasonable terms.

(v) Solvency

The Borrower and each other Loan Party is solvent and the Borrower and the Loan Parties, on a consolidated basis, are able to realize upon their assets and pay their debts and other liabilities, contingent obligations and other commitments, on a consolidated basis, as they mature in the normal course of business.

(w) Labour Unions

Neither the Loan Parties nor their Restricted Subsidiaries are subject to a collective agreement with any labour unions in respect of their respective employees.

(x) ERISA

(i) no ERISA Event has occurred, and no Loan Party, Subsidiary nor any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) each Loan Party, Subsidiary and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the U.S. Code) is 60% or higher and no Loan Party, Subsidiary nor any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage for any such plan to drop below 60% as of the most recent valuation date; (iv) no Loan Party, Subsidiary nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due to the PBGC that are unpaid; (v) no Loan Party, Subsidiary nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; and (vi) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan, in each case when taken together with all other such ERISA Events for which liability is reasonably expected to occur, would reasonably be expected to result in a Material Adverse Effect.

(y) Sanctions Regulations and Anti-Money Laundering Laws

None of the Loan Parties or any of their respective Subsidiaries (i) is, or is owned or controlled by, a Sanctioned Person, (ii) is located, incorporated, organized, or

resident in a Sanctioned Country, (iii) has any commercial dealings with, or investments or assets in a Sanctioned Person or (iv) is in breach of or, to its knowledge, is the subject of any action or investigation under any Sanctions Laws or Anti-Money Laundering Laws. The Loan Parties and their respective Affiliates have taken reasonable measures to ensure compliance with Sanctions Laws and Anti-Money Laundering Laws. No proceeds from any Loan have been used, directly or to the knowledge of the Borrower indirectly, to lend, contribute, provide, or have otherwise been made available to fund, any activity or business with or related to any Sanctioned Person or Sanctioned Country, or directly or to the knowledge of the Borrower indirectly in any other manner that will result in any violation or breach by any person of Sanctions Laws.

(z) Compliance with Regulations T, U, and X

No Loan Party or Subsidiary is engaged principally in or has as one of its important activities the business of purchasing, carrying, or extending credit for the purpose of purchasing or carrying any "margin security" or "margin stock" as defined in Regulations T, U, and X (12 C.F.R. Parts 221 and 224) of the Federal Reserve System (herein called "Margin Stock"). No Loan Party or Subsidiary has taken or will take any action which might cause this Agreement to violate Regulation T, U, or X, or any other regulation of the Federal Reserve System with respect to Margin Stock, in each case as now in effect or as the same may hereafter be in effect. Neither the making of the Loans nor the use of proceeds thereof will violate the provisions of Regulation T, U, or X of the Federal Reserve System.

(aa) Patriot Act

No Loan Party or Subsidiary is an "enemy" or an "ally of the enemy" within the meaning of Section 2 of the Trading with the Enemy Act of the United States of America (50 U.S.C. App. §§ 1 et seq.), as amended or any enabling legislation or executive order relating thereto. No Loan Party or Subsidiary is in violation of (a) the Trading with the Enemy Act, as amended, (b) any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto or (c) the Patriot Act. No Loan Party (i) is a blocked person described in Section 1 of the Anti-Terrorism Order or (ii) to its knowledge, engages in any dealings or transactions, or is otherwise associated, with any such blocked person.

(bb) Bribery Laws

Neither the Loan Parties nor any of their Restricted Subsidiaries nor any director, officer, employee of the Loan Parties or any of their Restricted Subsidiaries is

aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of any applicable anti-bribery law in effect in Canada or the United States, including the Corruption of Foreign Public Officials Act (Canada) ("CFPOA") and the U.S. Foreign Corrupt Practices Act of 1977 (the "FCPA"). Furthermore, the Borrower, Source US and, to the knowledge of the Borrower, each of their Affiliates have conducted their businesses in compliance with the CFPOA, the FCPA and similar laws, rules or regulations of Canada and the United States and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

• (cc) Receivables
• (i) Each Receivable included in any Borrowing Base is valid and subsisting and arises out a bona fide sale of Inventory sold and delivered by the applicable Loan Party to, or in the process of being delivered to, or out of and for services theretofore actually rendered by it to, the Account Debtor named therein;
• (ii) No Receivable included in any Borrowing Base is evidenced by any instrument or chattel paper unless such instrument or chattel paper has been endorsed by the owner thereof and delivered to the Agent (except to the extent the Agent specifically requests the owner thereof not to do so with respect to any such instrument or chattel paper);
• (iii) No surety bond was required or given in connection with any Receivable included in any Borrowing Base or the contracts or purchase orders out of which the same arose;
• (iv) The amount of each Receivable included in any Borrowing Base represented as owing thereunder is the correct amount of such Receivable actually and unconditionally owing, except for normal cash discounts on normal trade terms in the ordinary course of business; and
• (v) The amount of each Receivable included in any Borrowing Base represented as owing is not disputed and is not subject to any set-off, credits, deductions or counterclaims other than those arising in the ordinary course of the applicable Loan Party's business.

• (dd) Locations of ABL Collateral and Offices

• (i) The address of each Canadian Loan Party's chief executive office (as such term is utilized in the PPSA) is that given in Schedule M annexed hereto in respect of each such Loan Party;

• (ii) All books and records, information technology and other assets required to collect the Receivables of any Loan Party are located at a location described in paragraphs (a) and (b) of the definition of "Specified Permitted Collateral Location";
• (iii) All of the tangible Collateral of each Canadian Loan Party, real or personal, are located in the jurisdictions set forth in Schedule M annexed hereto in respect of each such Loan Party;
• (iv) All of the Inventory of the Loan Parties is located at a Permitted Collateral Location or is in transit to or from a Permitted Collateral Location;
• (v) All Inventory is new and unused and in good and merchantable condition, (which shall include washed frac sand) and no Inventory is or will be consigned to any other Person without the Agent's prior written consent; and
• (vi) There are no Account Debtors of any Loan Party resident outside of Canada or the United States of America that have Receivables that are not Insured Receivables insured to at least 90% of their book value.

(ee) Deposit Accounts

The location, description and beneficiary of each Deposit Account maintained in the name of a Loan Party (either alone or jointly held with other persons) are accurately set forth in Schedule N.

(ff) Interest Act (Canada)

• (i) This Agreement, including Article 5 hereof and the constituent definitions herein and under the other Documents relating to interest and other amounts payable hereunder and thereunder, satisfies the requirements of section 4 of the Interest Act (Canada) to the extent that section 4 of the Interest Act (Canada) applies to the expression, statement or calculation of any rate of interest or other rate per annum hereunder or under any other Document.
• (ii) The Loan Parties and their Subsidiaries are each able to calculate the yearly rate or percentage of interest payable under any Document based on the methodology set out herein and under the other Documents, including

Article 5 hereof and the constituent definitions herein and under the other Documents relating to interest and other amounts payable hereunder and thereunder.

(gg) Senior Secured Indenture Permitted Debt

As of the Closing Date, after giving effect to the amendments to the Existing Credit Agreement as described herein, the Obligations, when aggregated with all other Debt under all other Senior Secured Indenture Credit Facilities, constitute Senior Secured Indenture Permitted Debt and the amendment and restatement of the Existing Credit Agreement by this Agreement is permitted under the Senior Secured Documents.

(hh) Senior Secured Indenture Credit Facilities

No member of the Restricted Group has incurred Debt under any Senior Secured Indenture Credit Facilities other than the Credit Facilities of the Borrower hereunder.

9.2 Deemed Repetition

(1) On the date of delivery by the Borrower of a Drawdown Notice to the Agent, and again on the date of any Drawdown made by the Borrower pursuant thereto:

• (a) unless expressly stated to be made as of a specific date, each of the representations and warranties contained in Section 9.1 shall be deemed to be repeated; and
• (b) the Borrower shall be deemed to have represented to the Agent and the Lenders that, except as has otherwise been notified to the Agent in writing and has been waived in accordance herewith, no event or circumstance has occurred and remains outstanding which would constitute a Default or an Event of Default nor will any such event occur as a result of the aforementioned Drawdown.

(2) On the date of delivery by the Borrower of a Conversion Notice or Rollover Notice to the Agent, and again on the date of any Conversion or Rollover, the Borrower shall be deemed to have represented and warranted to the Agent and the Lenders that, except as has otherwise been notified to the Agent in writing and has been waived in accordance herewith, no event has occurred and remains outstanding which would constitute a Default or an Event of Default nor will any such event occur as a result of the aforementioned Conversion or Rollover, as the case may be.

9.3 Other Documents

All representations, warranties, certifications and statements of the Borrower or any other Loan Party contained in any other Document delivered pursuant hereto or thereto shall be deemed to constitute representations and warranties made by the Borrower to the Agent and the Lenders under Section 9.1 of this Agreement.

9.4 Effective Time of Repetition

All representations and warranties, when repeated or deemed to be repeated hereunder or in any certificate, notice, instrument or other Document delivered in connection herewith, shall be construed with reference to the facts and circumstances existing at the time of repetition, unless they are stated herein to be made as at the date hereof or as at another date.

9.5 Nature of Representations and Warranties

The representations and warranties set out in this Agreement or deemed to be made pursuant hereto shall survive the execution and delivery of this Agreement and the making of each Drawdown, notwithstanding any investigations or examinations which may be made by the Agent, the Lenders or Lenders' Counsel. Such representations and warranties shall survive until this Agreement has been terminated, provided that the representations and warranties relating to environmental matters shall survive the termination of this Agreement.

ARTICLE 10 GENERAL COVENANTS

10.1 Affirmative Covenants of the Borrower

So long as any Obligation is outstanding or any Credit Facility is available hereunder, the Borrower covenants and agrees with each of the Lenders and the Agent that, unless (subject to Section 16.10) a Majority of the Lenders otherwise consent in writing:

(a) Punctual Payment and Performance

It shall duly and punctually pay the principal of all Loans, all interest thereon and all fees and other amounts required to be paid by the Borrower hereunder in the manner specified hereunder and the Borrower shall perform and observe all of its obligations under this Agreement and under any other Document to which it is a party.

(b) Books and Records

It shall keep and cause each other Loan Party to keep proper books of record and account in which complete and correct entries will be made of its transactions in accordance with GAAP.

(c) Maintenance and Operation

It shall do or cause to be done, and will cause each other Loan Party to do or cause to be done, all things necessary or required to have all its Collateral and operations owned, operated and maintained in accordance with diligent and prudent industry practice and Applicable Laws except to the extent that the failure to do or cause to be done the same would not have and would not reasonably be expected to have a Material Adverse Effect, and at all times cause the same to be owned, operated, maintained and used in compliance with all terms of any applicable insurance policy to the extent necessary under each such policy (for certainty, so as not to permit an insurer to deny coverage thereunder).

If an Event of Default has occurred and is continuing, if any of the Inventory is at any time evidenced by a document of title, such document of title shall be promptly delivered by such Loan Party to the Agent unless the Agent expressly agrees otherwise.

(d) Maintain Existence; Compliance with Legislation Generally; Required Permits

Except as otherwise permitted by Section 10.2(c) and 10.2(g), the Borrower shall, and shall cause each other Loan Party, to preserve and maintain its corporate, partnership or trust existence (as the case may be) as a corporation, partnership or trust existing under the laws of its jurisdiction of formation, as the case may be. The Borrower shall do or cause to be done, and shall cause the Loan Parties and the Restricted Subsidiaries to do or cause to be done, all acts necessary or desirable to comply with all Applicable Laws and all agreements or instruments to which it is a party or by which its property or assets are bound, in all material respects except where such failure to comply does not and would not reasonably be expected to have a Material Adverse Effect, and the Borrower shall, and shall cause each other Loan Party to, preserve and keep in full force and effect all Required Permits and all other franchises, licences, rights, privileges, permits and Governmental Authorizations necessary to enable the Borrower and each of the other Loan Parties to operate and conduct their respective businesses in accordance with prudent industry practice, except to the extent that the failure to have any of the same does not and would not reasonably be expected to have a Material Adverse Effect.

(e) Budgets, Financial Statements and Other Information

The Borrower shall deliver to the Agent with sufficient copies for each of the Lenders:

• (i) Annual Capital and Operating Budgets as soon as available and, in any event, prior to the end of each of its Fiscal Years, a copy of the Parent's annual consolidated capital budget and operating budget for the next Fiscal Year approved by the board of directors of the Parent and consisting of pro forma balance sheets, statements of income and statements of cash flows, each such operating budget to be broken down on a monthly basis and demonstrating pro forma compliance with each of the financial covenants set out in Section 10.3 as at each Month End;
• (ii) Quarterly Reforecast as soon as available, and in any event, within 45 days after the end of each of its Fiscal Quarters, a reforecast of the Borrower's then current annual consolidated capital budget and operating budget most recently provided pursuant to Section 10.1(e)(i), inclusive of actual year-to-date results and a reforecast of the remaining period in the current Fiscal Year, which shall be prepared on a consolidated basis consisting of a balance sheet, statement of income and statement of cash flows for each such Fiscal Quarter, together with and underlying assumptions in such quarterly reforecast;
• (iii) Annual Financials as soon as available and, in any event, within 90 days after the end of each of its Fiscal Years, copies of the Parent's audited annual financial statements on a consolidated basis consisting of a balance sheet, statement of income, statement of cash flows and statement of shareholders' equity for each such Fiscal Year, together with the notes thereto, all prepared in accordance with GAAP, consistently applied and accompanied by:
• (A) a management discussion & analysis;
• (B) a report and unqualified opinion of the Parent's auditors thereon and including any auditor's letters provided to the Borrower or Source US in connection with such audit; and
• (C) a report reconciling the aggregate accounts payable, Receivables and Inventory amounts provided pursuant to Section 10.1(e)(v)(B), Section 10.1(e)(v)(C) and Section 10.1(e)(v)(E), as applicable, for all monthly accounting periods in such Fiscal Year to the corresponding accounts payable, Receivables and Inventory, as

applicable, set out in the audited financial statements for such Fiscal Year,

provided that the Borrower shall be deemed to have complied with the delivery of the foregoing statements if such financial statements are posted on www.sedar.com in accordance with Applicable Law (including under the Securities Act (Alberta) within the required time periods for delivery described above).

At the request of the Agent, the Borrower shall provide annual financial statements from any of the Subsidiaries of the Borrower or Source US as the Lenders may require, acting reasonably;

• (iv) Quarterly Financials as soon as available and, in any event, within 45 days after the end of each of its Fiscal Quarters, copies of the Parent's quarterly financial statements on a consolidated basis consisting of a balance sheet, statement of income, statement of cash flows and statement of shareholders' equity for each such Fiscal Quarter, together with the notes thereto, all prepared in accordance with GAAP, consistently applied and accompanied by:
• (A) a management discussion & analysis; and
• (B) a report reconciling the aggregate accounts payable, Receivables and Inventory amounts provided pursuant to Section 10.1(e)(v)(B), Section 10.1(e)(v)(C) and Section 10.1(e)(v)(E), as applicable, for all monthly accounting periods in such Fiscal Quarter to the corresponding accounts payable, Receivables and Inventory, as applicable, set out in the financial statements for such Fiscal Quarter End,

provided that the Borrower shall be deemed to have complied with the delivery of the foregoing statements if such financial statements are posted on www.sedar.com in accordance with Applicable Law (including under the Securities Act (Alberta) within the required time periods for delivery described above);

(v) Monthly Financials – as soon as available, and in any event not more than twenty-five (25) days after the close of each monthly accounting period of the Borrower:

• (A) a copy of the unaudited financial statements of the Parent, on a consolidated basis, as of the last day of such monthly accounting period;
• (B) a Receivables aging report on an "invoice date" basis;
• (C) an accounts payable aging report;
• (D) a priority claims and statutory deductions report;
• (E) an Inventory report for the Borrower and other Loan Parties for such period, including detailed particulars of all Security Interests for Purchase Money Obligations relating to such Inventory; and
• (F) a report reconciling accounts payable, Receivables and Inventory amounts set out in the reports delivered to the Agent pursuant to Section 10.1(e)(v)(B), Section 10.1(e)(v)(C) and Section 10.1(e)(v)(E), as applicable, for the applicable monthly accounting period to the corresponding accounts payable and Receivables, as applicable, set out in the unaudited financial statements for such monthly accounting period delivered to the Agent pursuant to Section 10.1(e)(iv)(A),

in each case, (A) prepared by the Borrower in such format and detail as is required by the Agent, and (B) certified by any one of the president, chief financial officer, chief operating officer, vice president finance or treasurer of the General Partner. The financial statements delivered in connection with each Fiscal Quarter shall be accompanied by management commentary in the form delivered by the Borrower pursuant to the Senior Secured Indenture;

• (vi) Borrowing Base Certificate as soon as available, and in any event not more than:
• (A) where Average Excess Availability in any calendar month is greater than Cdn. \$10,000,000, three (3) Banking Days after the last Banking Day of such calendar month, a Borrowing Base Certificate, showing the computation of the Borrowing Base in reasonable detail as of the close of business on the last Banking Day of such calendar month; or
• (B) where Average Excess Availability in any calendar month is equal to or less than Cdn. \$10,000,000 for three (3) consecutive Banking

Days, three (3) Banking Days after the last Banking Day of each calendar week, a Borrowing Base Certificate, showing the computation of the Borrowing Base in reasonable detail as of the close of business on the last Banking Day of such calendar week,

together with such other information as is therein required.

The Agent shall from time to time in its sole discretion, and at such intervals as the Agent determines but after consulting with the Borrower, review and adjust any Borrowing Base calculation (i) to reflect its reasonable estimate of declines in value of any ABL Collateral, due to collections of Receivables received or otherwise and (ii) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Reserves determined by the Agent;

• (vii) Compliance Certificate within 30 days after each Month End, deliver a Compliance Certificate signed by any authorized officer of the General Partner, which inter alia: (i) states that the representations and warranties in Section 9.1 are true and accurate in all respects (or, if applicable, specifying those that are not); (ii) states that no Default or Event of Default has occurred and is continuing (or, if applicable, specifying those defaults or events notified in accordance with Section 10.1(m) below); and (iii) provides the calculation of each financial covenant set forth in Section 10.3 of this Agreement as at such Month End;
• (viii) Financial Instruments unless detailed in the financial statements furnished pursuant to Section 10.1(e)(iii) and Section 10.1(e)(iv), concurrently with furnishing such financial statements, a report on the status of all outstanding Financial Instruments, such report to be in a form and containing such information as may be required by the Lenders, acting reasonably;
• (ix) Cash Flow Projections beginning on the Closing Date, and each Wednesday thereafter until December 31, 2020 (and after December 31, 2020, each Wednesday immediately following any calendar month in which Average Excess Availability for such calendar month is below Cdn. \$10,000,000), by no later than 2:00 p.m. (Calgary time) on each such Wednesday:
• (A) a written report in a form satisfactory to the Lenders in their sole discretion, summarizing the Loan Parties' aggregate actual cash receipts and cash expenditures and outflows ending on Friday of the prior week, including details with respect to any variances, as

compared to the projected total cash inflows and cash outflows for such week; and

• (B) an Updated Cash Flow Projection for the period commencing at the end of the Friday of the prior week through and including 13 weeks thereafter together with a written summary of any changes to the preceding Updated Cash Flow Projection;
• (x) Notice of Financial Instruments the Borrower shall provide the Agent with at least 10 Banking Days Notice prior to the Borrower or any Loan Party entering into any Financial Instruments and shall provide the Agent with reasonable particulars with respect thereto; and
• (xi) Other at the request of the Agent, such other information, reports, engineering data, certificates, projections of income and cash flow or other matters affecting the business, affairs, financial condition, property or assets of the Borrower or any Loan Party as the Agent or Lenders may reasonably request.

(f) Rights of Inspection, Appraisals, Verification

• (i) At any time and from time to time upon reasonable prior notice, the Borrower shall permit, and shall cause each other Loan Party to permit (and in each case, arrange for all access required to permit), the Agent and its duly authorized representatives and agents, to (x) examine and make copies of and abstracts from the corporate books and books of accounts and other financial records of each Loan Party, (y) discuss the affairs, operations, finances and accounts of each Loan Party with, and to be advised as to the same by, their officers, employees and independent chartered accountants (and each Loan Party hereby authorizes its accountants to discuss with the Agent the finances and affairs of such Loan Party), and (z) visit and inspect any of the premises of the Loan Parties and to conduct field examinations, provided that where no Event of Default is continuing the Agent shall not conduct more than:
• (A) two (2) field exams per Fiscal Year where the Average Excess Availability is greater than Cdn. \$10,000,000 in each calendar month in such Fiscal Year; or
• (B) four (4) field exams per Fiscal Year where Average Excess Availability is equal to or below Cdn. \$10,000,000 in any calendar month during such Fiscal Year at the sole discretion of the Agent.

For greater certainty, the number of visits and inspections that do not constitute field examinations shall not be restricted. If an Event of Default has occurred, the Agent shall be entitled to conduct field examinations of the Loan Parties at such times and intervals as the Agent determines appropriate in its sole discretion.

• (ii) The Agent, at the request of any Lender, may from time to time obtain (or direct the Borrower to obtain and provide to the Agent) updated appraisals of the Loan Parties' Inventory, or any portion thereof, as the Agent may require from time to time, which appraisal reports shall in each case be prepared by an appraiser acceptable to the Agent and be in such format and contain such detail as the Agent may reasonably request; provided that:

• (A) prior to the occurrence and continuance of an Event of Default, any such appraisal of Inventory of any particular Loan Party shall not be conducted more than:

  • (x) four (4) times during each Fiscal Year where the Average Excess Availability is greater than the Excess Availability Threshold in each calendar month in such Fiscal Year, to be delivered by the Borrower to the Agent with an effective date of March 31, June 30, September 30 and December 31 of each year, unless otherwise instructed by the Agent in its sole discretion. In the absence of instructions from the Agent otherwise, the first appraisal report following the Closing Date shall be delivered by the Borrower to the Agent with an effective date of March 31, 2022; and
  • (y) until the March 31, 2022 appraisal report is received by the Agent, the Lenders can request appraisals when: (i) sales volumes of the Loan Parties during any Fiscal Quarter have decreased by ten (10%) percent or greater of forecasted sales volumes in the most recent Annual Capital and Operating Budget provided by the Borrower prior to the Closing Date pursuant to Section 10.1(e)(i) of the Existing Credit Agreement, or (ii) based on the most recent Quarterly Reforecast pursuant to Section 10.1(e)(ii), forecasted sales volumes of the Loan Parties during the next Fiscal Quarter are projected to decline by ten (10%) percent or greater from the Fiscal Quarter recently ended; and

• (B) following the occurrence and continuance of an Event of Default, any such appraisal of Inventory may be conducted at such times and intervals as the Agent determines appropriate in its sole discretion.

• (iii) All costs and expenses incurred in obtaining any appraisal referred to herein shall be paid by the Borrower (whether obtained by the Agent or by the Borrower).
• (iv) The Borrower shall, and shall cause each other Loan Party, to, upon request by the Agent at any time and from time to time, deliver to the Agent such evidence of the existence, identity and location of the ABL Collateral and of its availability as collateral security pursuant hereto (including reports stating the book value of Inventory by major category and location). It agrees that the Agent shall have the right to verify all or any part of the ABL Collateral in any manner, and through any medium, that the Agent considers appropriate, and it agrees to furnish all assistance and information, and perform any acts, that the Agent may require in connection therewith.
• (g) Location of ABL Collateral and Offices.
• (i) The ABL Collateral is and shall remain in the possession or control of the applicable Loan Party at the Permitted Collateral Locations or in transit between Permitted Collateral Locations;
• (ii) Each Loan Party shall at all times own each Permitted Collateral Location, except for the Permitted Collateral Locations that are leased as specified in Schedule M, unless otherwise permitted by the Agent in writing. Without in any way derogating from the Agent's rights to adjust the Borrowing Base and Reserves as set out in the definition of "Eligible Inventory" and in Section 2.20, if the Borrower fails to deliver a Collateral Access Agreement to the Agent in respect to any Permitted Collateral Location:
  • (A) in respect of the Specified Permitted Collateral Location in Subsection (a) and (b) of the definition of "Specified Permitted Collateral Location", any such location that the Agent has not received a Collateral Access Agreement for, shall, in the Agent's sole discretion be deemed not to be a Specified Permitted Collateral Location under this Agreement or, the Eligible Receivables shall be reduced by the Agent by an amount not less than the aggregate amount of the obligations (including rent obligations) that are payable under the corresponding lease agreement(s) in (a) and/or (b) over the six full month period from the date that the Borrowing Base

Certificate is required to be delivered by the Borrower under this Agreement from time to time (subject to adjustments by the Agent to ensure that at all times, such Reserve is no less than six (6) full months of rent due under such lease(s) on a proforma basis), until such time as the Borrower (I) relocates, or causes to be relocated, all books and records, information technology and other assets required to collect the Receivables to a location where the Agent has received a Collateral Access Agreement, or (II) delivers a Collateral Access Agreement in respect of such location(s); and

(B) in respect of any Permitted Collateral Locations holding Inventory described in Schedule M that are being leased by a Loan Party, any such location that the Agent has not received a Collateral Access Agreement for, shall, in the Agent's sole discretion be deemed not to be a Permitted Collateral Location under this Agreement or the Inventory Margin in respect of all (or such other portion thereof in the discretion of the Agent) Inventory previously included in the Inventory Margin at such locations shall be reduced by an amount not less than the aggregate amount of the obligations (including rent obligations) that are payable under the corresponding lease agreement(s) over the six full month period from the date that the Borrowing Base Certificate is required to be delivered by the Borrower under this Agreement from time to time (subject to adjustments by the Agent to ensure that at all times, such Reserve is no less than six (6) full months of rent due under such lease(s) on a proforma basis), until such time as the Borrower (I) relocates, or causes to be relocated, such Inventory to a location where the Agent has received a Collateral Access Agreement, or (II) delivers a Collateral Access Agreement in respect of such location(s).

(h) Settlements on Receivables

• (i) If an Event of Default has occurred and is continuing, the proceeds of any ABL Collateral sold by each Loan Party shall be set aside at the request of the Agent and held by such Loan Party as trustee for the Agent and such shall remain part of the ABL Collateral.
• (ii) Unless an Event of Default has occurred and is continuing, each Loan Party may settle and adjust disputes and claims with its customers and Account Debtors, handle returns and recoveries and grant discounts, credits and allowances in the ordinary course of its business as presently conducted for

amounts and on terms which it in good faith considers advisable. If an Event of Default has occurred and is continuing, unless the Agent requests otherwise, The Borrower agrees, and shall cause each other Loan Party to, promptly notify the Agent of (i) all returns and recoveries and, upon the Agent's request, deliver any such merchandise or other goods to the Agent, and (ii) all disputes and claims and settle or adjust them at no expense to the Agent, provided that no discount, credit or allowance shall be granted to any customer or Account Debtor and no returns of merchandise or other goods shall be accepted by any Loan Party without the Agent's consent. Notwithstanding the foregoing, the Agent may, if an Event of Default has occurred and is continuing, settle or adjust disputes and claims directly with customers or Account Debtors for amounts and upon terms which the Agent considers advisable.

(i) Collection of Receivables

• (i) Regardless of whether an Event of Default has occurred and is continuing, regardless of whether the Agent has exercised any or all of its rights under other provisions of this Agreement or any other Document, and without prejudice to any other right or remedy available to the Agent or any Lender at law or in equity, if the Agent requests any Loan Party to do so:
• (A) all instruments and chattel paper at any time constituting part of the Receivables or any other ABL Collateral (including any post-dated cheques) shall, upon receipt by such Loan Party, be immediately endorsed to and deposited in a Blocked Account; and
• (B) the Loan Party shall instruct all customers and Account Debtors to remit all payments in respect of Receivables or any other ABL Collateral to a lockbox or lockboxes under the sole custody and control of the Agent or to a Blocked Account.
• (ii) If an Event of Default has occurred and is continuing, and without prejudice to any other rights or remedies available to the Agent at law or in equity, the Agent or its designee may notify any Loan Party's customers and Account Debtors at any time that Receivables or any other ABL Collateral have been assigned to the Agent or of the Agent's security interest therein, and either in its own name, or the applicable Loan Parties' name, or both, demand, collect (including through a lockbox or blocked account analogous to that described in Section 10.1(i)(i)(B)), receive, bring enforcement proceedings in respect of, compound and give acquittances for, any or all amounts due or to become due on Receivables or any other ABL Collateral,

and in the Agent's discretion file any claim or take any other action or proceeding which the Agent may deem necessary or appropriate to protect or realize upon the Security Interest of the Agent in the Receivables or any other ABL Collateral.

• (iii) Following an Event of Default that has occurred and is continuing, and without prejudice to any other rights or remedies available to the Agent at law or in equity, any proceeds of Receivables or other ABL Collateral transmitted to or otherwise received by the Agent pursuant to Section 10.1(i) may be handled and administered by the Agent in and through one or more remittance accounts at the Agent (such remittance accounts to constitute special restricted accounts for purposes of and subject to the provisions of this Agreement), and the Borrower (on its behalf and on behalf of each Loan Party) acknowledges that the maintenance of such remittance account by the Agent is solely for the Agent's convenience and that no Loan Party has any right, title or interest in such remittance account or any amounts at any time standing to the credit thereof.
• (iv) The Agent shall apply proceeds of Receivables and other ABL Collateral received by it from any source to the payment of the Obligations (whether or not then due and payable), such applications to be made in accordance with Section 8.4(1). Except for purposes of computing interest on the Obligations in accordance with this Agreement, the Agent need not apply or give credit for any item included in proceeds of Receivables or other ABL Collateral until the Agent has received final payment therefor at its office in cash or Approved Securities, acceptable to the Agent; provided that, if the Agent does give credit for any item prior to receiving final payment therefor and the Agent fails to receive such final payment or an item is charged back to the Agent for any reason, the Agent shall be entitled to charge the amount of such item back against any Deposit Account (other than the Senior Secured Account) in the name of the Borrower held with Bank of Montreal, together with interest thereon at the rate referred to in Section 5.1 hereof which applies to Canadian Prime Rate Loans. Concurrently with each transmission of any proceeds of Receivables or other ABL Collateral to such Deposit Account (other than the Senior Secured Account), the Borrower shall furnish a report in such form as the Agent shall require, identifying the particular Receivable or other ABL Collateral from which the same arises or relates.

• (j) Inventory

• (i) Each Loan Party shall at its own cost and expense maintain, keep and preserve its Inventory in good condition (ordinary wear and tear expected); and

• (ii) If an Event of Default has occurred and is continuing, if any of the Inventory is at any time evidenced by a document of title, the Borrower shall, or cause such Loan Party to, deliver such document of title promptly to the Agent unless the Agent expressly agrees otherwise.

(k) Notice re Material Contracts and Insurance Proceeds

The Borrower shall promptly, upon having knowledge, provide written notice to the Agent of any of the following:

• (i) any termination or expiration of or default under a Material Contract;
• (ii) any damage to or destruction of any Collateral of any Loan Party having a replacement cost in excess of \$750,000;
• (iii) the receipt of insurance proceeds by any Loan Party in excess of \$750,000;
• (iv) any Security Interest registered against any Collateral of any Loan Party, other than a Permitted Encumbrance;
• (v) any entering into of a Material Contract; or
• (vi) any material adverse amendment to, any Material Contract.
• (l) Notice of Material Litigation

The Borrower shall promptly give written notice to the Agent of any litigation, proceeding or dispute affecting the Borrower or any other Loan Party in respect of a demand or claim in respect of which there is a reasonable possibility of an adverse determination and which if adversely determined would reasonably be expected to result in a liability, obligation or judgment in excess of Cdn.\$1,000,000 (or the Equivalent Amount thereof in United States Dollars) or to have a Material Adverse Effect, and shall from time to time furnish to the Agent all reasonable information requested by the Agent concerning the status of any such litigation, proceeding or dispute.

(m) Notice of Default or Event of Default

The Borrower shall deliver to the Agent, as soon as reasonably practicable, and in any event no later than 2 Banking Days after becoming aware of a Default or the

occurrence of an Event of Default, an Officer's Certificate describing in detail such Default or such Event of Default and specifying the steps, if any, being taken to cure or remedy the same.

(n) Notice of Material Adverse Effect

The Borrower shall, as soon as reasonably practicable, promptly notify the Agent of any event, circumstance or condition that has had or is reasonably likely to have a Material Adverse Effect.

(o) Notice of Dispositions of Assets

The Borrower shall provide prior written notice to the Agent, together with a detailed calculation of such net proceeds, of any Permitted Asset Sale during any Fiscal Year, such notice to be provided by the Borrower to the Agent not later than 2 Banking Days after the closing of any such Permitted Asset Sale.

(p) Notice of Change to Senior Management

The Borrower shall promptly give written notice to the Agent of any change to the chief executive officer, chief financial officer or chief operating officer of the General Partner.

(q) Payment of Taxes, Withholdings, etc.

The Borrower shall, and shall cause its Restricted Subsidiaries, Source US and the Restricted Subsidiaries of Source US to, from time to time pay or cause to be paid all Taxes, rates, levies or assessments, ordinary or extraordinary, governmental fees or dues, and to make and remit all withholdings, lawfully levied, assessed or imposed upon the Parent, the Borrower, Source US or any of their Restricted Subsidiaries or any of the assets of the Parent, the Borrower, Source US and any of their Restricted Subsidiaries, as and when the same become due and payable, except when and so long as the validity of any such Taxes, rates, levies, assessments, fees, dues or withholdings is being contested by the Parent, the Borrower, Source US and any of their Restricted Subsidiaries by a Permitted Contest, and to duly file on a timely basis all tax returns required to be filed.

(r) Payment of Preferred Claims

The Borrower shall, and shall cause other Loan Party to, from time to time pay when due or cause to be paid when due all amounts related to wages, workers' compensation obligations, government royalties or pension fund obligations and any other amount which may result in a Security Interest against any Collateral of

a Loan Party arising under statute or regulation, except when and so long as the validity of any such amounts or other obligations is being contested by the Borrower or any other Loan Party by a Permitted Contest.

(s) Environmental Covenants

• (i) Without limiting the generality of Section 10.1(d) above, the Borrower shall, and shall cause the other Loan Parties and the Restricted Subsidiaries to, conduct their business and operations so as to comply at all times with all Environmental Laws if the consequence of failure to comply, either alone or in conjunction with any other such non-compliances, would have or would reasonably be expected to have a Material Adverse Effect.
• (ii) If the Parent, the Borrower, Source US or any of their respective Restricted Subsidiaries shall:
• (A) receive or give any notice that a violation of any Environmental Law has or may have been committed or is about to be committed by the same, and if such violation has or would reasonably be expected to have a Material Adverse Effect or a liability to the Borrower and any other Loan Party in excess of Cdn.\$1,000,000 (or the Equivalent Amount thereof in United States Dollars);
• (B) receive any notice that a complaint, proceeding or order has been filed or is about to be filed against the same alleging a violation of any Environmental Law, and if such violation would reasonably be expected to have a Material Adverse Effect or a liability to the Borrower or any other Loan Party in excess of Cdn.\$1,000,000 (or the Equivalent Amount thereof in United States Dollars); or

• (C) receive any notice requiring the Borrower or any other Loan Party, as the case may be, to take any action in connection with the release of Hazardous Materials into the environment or alleging that the Borrower or such other Loan Party may be liable or responsible for costs associated with a response to or to clean up a Release of Hazardous Materials into the environment or any damages caused thereby in excess of Cdn.\$1,000,000 (or the Equivalent Amount thereof in United States Dollars), or if such action or liability has or would reasonably be expected to have a Material Adverse Effect,

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the Borrower shall promptly provide the Agent with a copy of such notice and shall, or shall cause the applicable Loan Party to, furnish to the Agent from time to time all reasonable information requested by the Agent relating to the same.

(t) Use of Loans

The Borrower shall use all Loans and the proceeds thereof solely for the purposes set forth in Section 2.3 hereof.

(u) Required Insurance

The Borrower shall, and shall cause each other Loan Party to, maintain, in full force and effect with financially sound and reputable insurers, insurance with respect to their respective properties and business and against such casualties and contingencies and in such types and such amounts as shall be in accordance with prudent business practices for corporations or other entities of the size and type of business and operations as the Borrower and the other Loan Parties. For certainty, such insurance shall include all perils, business and environmental risk insurance.

(v) Keepwell

The Borrower shall ensure that, to the extent it or any other Loan Party (which has provided Security) is a Qualified ECP Guarantor, such person shall absolutely, unconditionally and irrevocably undertake to provide such funds or other support as may be needed from time to time by any Restricted Subsidiary or Affiliate of either the Parent, the Borrower or Source US (that has provided a guarantee to the Agent, the Lenders, the Hedging Affiliates and the Bank Product Providers) to honour all of its obligations under its Guarantee in respect of Swap Obligations (provided, however, the Parent, the Borrower, Source US or such Restricted Subsidiary of either the Parent, the Borrower or Source US (that have provided Security) shall only be liable under such undertaking for the maximum amount of such liability that can be incurred without rendering its obligations under this undertaking, or otherwise under the Documents to which it is a party, voidable under Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower and each other Loan Party which have provided Security under this undertaking shall remain in full force and effect until discharged in accordance with the provisions of the relevant Document. The Borrower intends that this Section and the undertaking provided for shall constitute, and shall be deemed to constitute, a "keepwell, support, or other agreement" for the benefit of the Parent, the Borrower, Source US and the Restricted Subsidiaries and Affiliates of either the Parent, the Borrower or Source US (that provide a guarantee to the Agent, the Lenders, the Hedging Affiliates and

the Bank Product Providers) for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

(w) Sanctions Law and Anti-Money Laundering Laws

The Borrower shall ensure that (i) it and each other Loan Party and each of their respective Affiliates shall comply with Sanctions Laws and Anti-Money Laundering Laws, (ii) no Loan Party nor any of their respective Affiliates shall become a Sanctioned Person, (iii) no proceeds from any Loan will be used, directly or to the knowledge of the Borrower indirectly, to lend, contribute, provide or otherwise be made available to fund, any activity or business with or related to any Sanctioned Person or Sanctioned Country, or in any other manner that will result in any violation or breach by any person of Sanctions Laws. The Borrower shall, and shall cause each other Loan Party and each of their respective Affiliates to, use commercially reasonable efforts to ensure that no funds used to pay any of the Obligations (A) constitute the property of, or are beneficially owned, directly or to the knowledge of the Borrower indirectly, by any Sanctioned Person or (B) are derived from any unlawful activity in violation of Anti-Money Laundering Laws.

(x) ERISA

The Borrower shall, and shall cause each other Loan Party to, promptly pay and discharge all obligations and liabilities arising under ERISA of a character which if unpaid or unperformed could reasonably be expected to result in the imposition of a Security Interest against any of its property. The Borrower shall, and shall cause each other Loan Party to, promptly notify the Agent and each Lender of the occurrence of any ERISA Event.

(y) Deposit Accounts

The Borrower shall, and shall cause each other Loan Party to, maintain all Deposit Accounts of the Loan Parties with Bank of Montreal at all times, unless consented to in writing by the Agent.

(z) SBA PPP Loan

(i) The Borrower shall, and shall cause the SBA PPP Loan Applicant to use all of the proceeds of the SBA PPP Loan exclusively for CARES Forgivable Uses in the manner required under the CARES Act to obtain forgiveness of the largest possible amount of the SBA PPP Loan, which as at the SBA PPP Loan Date requires that the SBA PPP Loan Applicant use not less than 75% of the SBA PPP Loan proceeds for CARES Payroll Costs;

• (ii) The Borrower shall, and shall cause the SBA PPP Loan Applicant to use commercially reasonable efforts to conduct their business in a manner that maximizes the amount of the SBA PPP Loan that is forgiven;
• (iii) Notwithstanding anything contained in the Credit Agreement, the Borrower shall, and shall cause the SBA PPP Loan Applicant to maintain the proceeds of the SBA PPP Loan in an account that does not sweep funds and apply them to the Obligations; and
• (iv) The Borrower shall, and shall cause the SBA PPP Loan Applicant to (A) maintain all records required to be submitted in connection with the forgiveness of the SBA PPP Loan, (B) apply for forgiveness of the SBA PPP Loan in accordance with regulations implementing Section 1106 of the CARES Act within 30 days after the last day of the eight week period immediately following the SBA PPP Loan Date and (C) provide the Agent with a copy of its application for forgiveness and all supporting documentation required by the SBA or the SBA PPP Loan lender in connection with the forgiveness of the SBA PPP Loan.

(aa) Securities Disclosure

The Borrower shall, promptly, furnish to the Agent copies of all annual reports, quarterly reports, material change reports and other material reports, notices and other non-confidential information that the Borrower or any Loan Party is required by Applicable Law or stock exchange requirements to file with any securities commission or stock exchange, furnish to its shareholders or publicly disclose (whether by way by advertisement or otherwise), except for insider reports and, and for certainty, other filings which are of an administrative nature and do not contain any material information with respect to the business, affairs or financial condition of the Borrower and the other Loan Parties. The Borrower shall be deemed to have satisfied its obligations under this Section 10.1 if and to the extent any of the foregoing shall have been posed on www.sedar.com in accordance with Applicable Law (including under the Securities Act (Alberta) within the required time periods for delivery described above).

10.2 Negative Covenants of the Borrower

So long as any Obligation is outstanding or any Credit Facility is available hereunder, the Borrower covenants and agrees with each of the Lenders and the Agent that, unless (subject to Section 16.10) a Majority of the Lenders otherwise consent in writing:

(a) Change of Business

The Borrower shall not, and shall not permit any other Loan Party to, change in any material respect the nature of its business or operations from the types of businesses and operations carried on by the Borrower and the other Loan Parties on the date hereof.

(b) Negative Pledge

The Borrower shall not, nor shall it permit any other Loan Party to, create, issue, incur, assume or permit to exist any Security Interests on any of the Collateral other than Permitted Encumbrances.

(c) No Dissolution

Subject to Section 10.2(g), the Borrower shall not, nor shall it permit any other Loan Party to, liquidate, dissolve or wind up or take any steps or proceedings in connection therewith except, in the case of a Loan Party other than the Borrower, where the successor thereto or transferee thereof is the Borrower or another Loan Party which has provided Security in accordance herewith.

(d) Limits on Sale of Collateral

Except for Permitted Dispositions, the Borrower shall not, and shall not permit any other Loan Party to, sell, transfer or otherwise dispose of (including pursuant to a dissolution) any of their respective Collateral.

(e) Limitation on Debt

The Borrower shall not have or incur, assume or otherwise become liable for, or permit any other Loan Party to have or incur, assume or otherwise become liable for, any Debt other than Permitted Debt.

(f) Limits on Distributions

The Borrower shall not make, or permit any other Restricted Group member to make any Distributions, except for:

• (i) payments in respect of the Obligations;
• (ii) principal and interest required to be made pursuant to the Senior Secured Indenture and Senior Secured Notes, provided that such interest payments shall not be made in cash or to reimburse interest paid in kind until after February 15, 2022; and

(iii) Distributions permitted under Section 5.10 of the Senior Secured Indenture, provided that, any Distributions in respect of any Subordinated Debt shall also be subject to the terms of any applicable subordination agreement between the Agent and the subordinate lender.

Notwithstanding the foregoing or any other provision of the Documents to the contrary and in addition thereto, other than (y) Distributions in (i) above (which for greater certainty, shall be permitted to be made at all times) and (z) Distributions made with the proceeds of Permitted Refinancing Indebtedness (as defined in the Senior Secured Indenture); no Distribution shall be made:

• (A) unless at the time of making such Distribution, Excess Availability is, and shall be on a pro forma basis taking into account such Distribution, at least equal to the Excess Availability Threshold;
• (B) following the occurrence and continuance of a Borrowing Base Shortfall, Default or Event of Default or if the making of such Distribution would result in a Borrowing Base Shortfall, Default or Event of Default; and
• (C) solely in the case of Distributions made in respect of the Senior Secured Indenture or the Senior Secured Notes, unless the Fixed Charge Coverage Ratio shall have been equal or greater than 1.25:1 as of each of the three most recent Month Ends.
• (g) No Merger, Amalgamation, etc.

The Borrower shall not, nor shall it permit any other Loan Party to, enter into any transaction whereby all or substantially all of its Collateral would become the property of any other person whether by way of reconstruction, reorganization, recapitalization, consolidation, amalgamation, merger, transfer, sale or otherwise unless the terms and conditions of Section 10.1 of the Senior Secured Indenture, which shall apply mutatis mutandis to this Agreement, have been satisfied, subject to appropriate amendments or additional requirements as they relate to the Agent, the Lenders, this Agreement and the other Documents as determined by the Agent.

(h) Borrowing Base

The Borrower shall not permit, at any time, the Outstanding Principal under the Operating Facility, to exceed the limits set forth in Section 2.19(1) and the Borrower shall repay Loans under the Operating Facility from time to time in accordance with Sections 2.16 and 2.19 to the extent required to comply with this Section.

(i) Limit on Financial Assistance

The Borrower shall not and shall not permit any other Loan Party to provide any Financial Assistance to or in favour of any person except:

• (i) in favour of the Agent, the Lenders and their respective Hedging Affiliates and Bank Product Providers for or in respect of the Obligations, Lender Financial Instrument Obligations or Bank Product Obligations;
• (ii) any Financial Assistance provided by a Loan Party prior to the date hereof which has been disclosed to the Agent and the Lenders;
• (iii) any Financial Assistance provided by a Loan Party in favour of the Senior Secured Noteholders, Senior Secured Trustee and Senior Secured Collateral Agent pursuant to the Senior Secured Indenture and subject to the Restated Intercreditor Agreement; and
• (iv) any Financial Assistance provided by a Loan Party in connection with Permitted Debt.

(j) Hostile Acquisitions

The Borrower shall not, and shall not permit any other Loan Party to, utilize the proceeds of any Drawdown, or any Loans, under any Credit Facility to, or to provide funds to any Subsidiary, Affiliate or other person to, finance a Hostile Acquisition.

(k) Change of Control

Without the prior written consent of the Lenders, each in their sole discretion, the Borrower shall not permit a Change of Control to occur.

(l) Changes to Name or Offices

The Borrower shall not, and shall not permit any other Loan Party to, change its name or the jurisdiction of its chief executive office or any Specified Permitted Collateral Location (except as permitted in Section 10.1(g)(ii)(A)) of the offices where it keeps its records respecting all debts, accounts, Receivables, claims and choses in action which are now or which may hereafter become due, owing or accruing due to such Loan Party without giving at least 15 days' prior written notice thereof to the Agent. Upon providing the foregoing notice to the Agent, the Borrower shall promptly provide the Agent with a replacement Collateral Access Agreement for lands that are being leased by a Loan Party, in respect of a relocation

of a Specified Permitted Collateral Location, and a replacement Schedule M evidencing the relevant change of name, jurisdiction or office and such Schedule M shall automatically be deemed to replace the existing Schedule M to this Agreement (in the case of a relocation of a Specified Permitted Collateral Location, such replacement shall take effect upon receipt by the Agent of the Collateral Access Agreement) without any further action on the part of the Borrower, the Agent and the Lenders.

(m) Location of ABL Collateral

Except for any ABL Collateral in transit for delivery to a customer in the ordinary course of business of such Loan Party, as part of the performance of its obligations or the provision of its services to such customer under a contract entered into with such customer in the ordinary course of business of such Loan Party, the Borrower shall not, and shall not permit any other Loan Party to: (a) acquire any ABL Collateral outside of the jurisdictions identified in Schedule M that is not moved to a jurisdiction identified in Schedule M within 15 Banking Days; (b) move any ABL Collateral to a jurisdiction where the Agent would not have, or continue to have, a first priority Security Interest over such ABL Collateral under Applicable Law; (c) knowingly suffer or permit in any other manner any of its ABL Collateral to not be subject to the Agent's Security Interest or to be or become located in a jurisdiction where the Agent's Security Interest over such ABL Collateral is not perfected; or (d) enter into any Lease for any location containing or that is intended to contain any ABL Collateral that is not a Permitted Collateral Location and for which the Agent has not received a Collateral Access Agreement without the prior written consent of the Agent.

(n) ABL Collateral, Senior Secured Collateral and proceeds of ABL Collateral and Senior Secured Collateral

The Borrower shall not, and shall not permit any other Loan Party to at any time: (i) deposit, transfer or allow any other person to transfer any: (a) ABL Collateral or the proceeds of any ABL Collateral in any Deposit Account, other than a Blocked Account; and (b) Senior Secured Collateral or the proceeds of Senior Secured Collateral in any Deposit Account, other than the Senior Secured Account; or (ii) commingle any ABL Collateral or the proceeds of ABL Collateral with any Senior Secured Collateral or the proceeds of Senior Secured Collateral.

• (o) Senior Secured Indenture
• (i) Each of the covenants contained in Section 5.12 (Limitation on Contractual Restrictions) and Section 5.13 (Transactions with Affiliates) of the Senior

Secured Indenture shall apply mutatis mutandis to this Agreement and all capitalized terms used in those sections are hereby incorporated by reference, subject to Section 10.2(o)(ii) below.

• (ii) the representations, warranties, covenants and events of default contained in the Senior Secured Documents shall not, taken as a whole, be more onerous or restrictive on the Loan Parties than those representations, warranties, covenants and events of default contained in the Documents (other than those which are applicable solely in respect to the redemption and payment obligations contained in the Senior Secured Documents as of the date of this Agreement) and:
• (A) the representations, warranties, covenants and events of default contained in the Senior Secured Documents shall not contain any Additional Covenants or Additional Defaults;
• (B) the maturity date of the Senior Secured Notes shall have a maturity date that extends beyond the Maturity Date; and
• (C) the financial tests contained in the Senior Secured Indenture (and the definitions used therein) shall not be less favourable to, or more onerous on, the Borrower and other Loan Parties, than the financial covenants set out in Section 10.3,

provided that if any Loan Party enters into, assumes or otherwise becomes bound by or obligated under any Additional Covenants or Additional Defaults without the prior written consent of the Lenders, the terms of this Agreement shall, without any further action on the part of the Borrower, the Agent or the Lenders, be deemed to be amended to include each such Additional Covenant and Additional Default, subject to appropriate amendments to such Additional Covenants and Additional Defaults, including, as appropriate, deeming references in the Senior Secured Indenture to: (i) the "Collateral Agent", "Trustee" and "Holders" to be a reference to the Agent and Lenders, (ii) the "Indenture Obligations" to be a reference to the Obligations (iii) the "Guarantees" and "Security Documents" to be a reference to the Security, (iv) the "Note Priority Collateral" to be a reference to the ABL Collateral, (v) "Note Liens" to be a reference to the Security Interests in favour of the Agent and Lenders in support of the Obligations, (vi) "Notes" to be a reference to the Documents, and (vii) "Subordinated Indebtedness" to be a reference to Subordinated Debt, in order to grant the Agent and Lenders the same benefits and rights afforded to the Senior Secured Collateral Agent, Senior Secured Trustee

and Senior Secured Noteholders. The Borrower shall promptly execute and deliver, at its expense (including the fees and expenses of counsel for the Agent and the Lenders), an amendment to this Agreement in form and substance satisfactory to the Lenders confirming such amendment of this Agreement to include such Additional Covenants and Additional Defaults, provided for certainty that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 10.2(o); and

• (iii) The Borrower shall not, and shall not permit any other member of the Restricted Group or any other Loan Party to, at any time: (i) increase the principal amount of the Senior Secured Debt (other than in connection with the issuance of any PIK Notes (as defined in the Senior Secured Indenture) prior to and including February 15, 2022), (ii) amend, modify, supplement or restate any of the Senior Secured Documents (other than changes of an administrative or non-substantive nature, which for certainty shall not include any supplement or amendment to issue additional Senior Secured Notes as contemplated by Section 12.2(b)(v) of the Senior Secured Indenture); or (iii) grant additional security or Guarantees to the Senior Secured Collateral Agent, Senior Secured Trustee or Senior Secured Noteholders in support of the Senior Secured Debt following the Closing Date, in each case, without the prior written consent of the Agent or, in the case of (iv), unless such Loan Party or member of the Restricted Group provides the same additional security and/or Guarantee in favour of the Agent in support of the Obligations.
• (p) No Hoarding

Except for Excluded Deposits/Amounts, the Borrower will not, and will not permit any other Loan Party to, use the proceeds of any Advance to accumulate or maintain cash or Cash Equivalents in one or more accounts (including, for certainty, any depository, investment or securities account) maintained by the Borrower or any of its Subsidiaries in an amount, in the aggregate, greater than Cdn.\$5,000,000 (or the Equivalent Amount thereof in United States Dollars or the equivalent thereof in any other currency), and (for certainty) the Lenders may refuse to make any requested Drawdown which the Lenders, acting reasonably, determine would result in a contravention of this Section 10.2(p).

(q) No Financial Instruments Other Than Permitted Hedging

The Borrower shall not and shall not permit any other Loan Party to enter into, transact or have outstanding any Financial Instruments or Financial Instrument Obligations other than Permitted Hedging.

10.3 Financial Covenants

(1) Commencing December 31, 2020, the Borrower shall maintain Three Month Average EBITDA of :

• (a) for each of the calendar months ending December 31, 2020, January 31, 2021, February 28, 2021 and March 31, 2021, at least Cdn.\$8,500,000;
• (b) for each of the calendar months ending April 30, 2021, May 31, 2021 and June 30, 2021, at least Cdn.\$10,000,000;
• (c) for each of the calendar months ending July 31, 2021, August 31, 2021, September 30, 2021, October 31, 2021, November 30, 2021, December 31, 2021 and January 31, 2022, at least Cdn.\$12,000,000;
• (d) for the calendar month ending February 28, 2022, at least Cdn.\$15,000,000;
• (e) for the calendar month ending March 31, 2022, at least Cdn.\$18,000,000;
• (f) for each of the calendar months ending April 30, 2022 and May 31, 2022, at least Cdn.\$20,000,000;
• (g) for each of the calendar months ending June 30, 2022, July 31, 2022, August 31, 2022 and September 30, 2022, at least Cdn.\$22,000,000; and
• (h) for each calendar months ending October 31, 2022, November 30, 2022 and December 31, 2022, at least Cdn.\$25,000,000.

(2) The Borrower covenants and agrees with each of the Lenders and Agent that so long as any Obligation is outstanding or any Credit Facility is available hereunder, the Borrower shall maintain a Fixed Charge Coverage Ratio:

(a) commencing June 30, 2022, equal to or greater than 1.10:1.00; and

(b) from and after September 30, 2022, equal to or greater than 1.25:1.00.

(3) The Borrower shall, at all times, maintain Excess Availability greater than or equal to the Excess Availability Threshold.

(4) The Borrower covenants and agrees with each of the Lenders and Agent that it shall not expend or become obligated for any Capital Expenditures in an aggregate amount exceeding:

• (a) Cdn.\$6,000,000 during the Fiscal Years ending December 31, 2020, December 31, 2021 and December 31, 2022 (the "Permitted Capital Expenditures"); provided that, during such Fiscal Years, the Borrower shall be permitted to incur additional Capital Expenditures in the aggregate amount of Cdn.\$2,000,000 in connection with the acquisition of the Sand Crusher (in addition to the Permitted Capital Expenditures) in accordance with the Restated Intercreditor Agreement; and
• (b) Cdn.\$8,000,000 during the Fiscal Year ended December 31, 2023.

(5) Unless otherwise indicated in this Agreement, the financial covenants set out in Section 10.3(1) above shall be: (i) based on the EBITDA of the Borrower (on a consolidated basis) on a trailing 12 month basis; and (ii) maintained at all times and tested as at each Month End.

10.4 Agent May Perform Covenants

If the Borrower fails to perform any covenants on its part herein contained, subject to any consents or notice or cure periods required by Section 12.1, the Agent may give notice to the Borrower of such failure and if such covenant remains unperformed, the Agent may, in its discretion but need not, perform any such covenant capable of being performed by the Agent and if the covenant requires the payment or expenditure of money, the Agent may, upon having received approval of all Lenders, make such payments or expenditure and all sums so expended shall be forthwith payable by the Borrower to the Agent on behalf of the Lenders and shall bear interest at the applicable interest rate provided in Section 5.8 for amounts due in Canadian Dollars or United States Dollars, as the case may be. No such performance, payment or expenditure by the Agent shall be deemed to relieve the Borrower of any default hereunder or under the other Documents.

ARTICLE 11 SECURITY

11.1 Security on all Assets

(1) The Obligations, Lender Financial Instrument Obligations, and Bank Product Obligations shall be secured, equally and rateably, by a first ranking Security Interests on, to and against all ABL Collateral and a second ranking Security Interest on, to and against all Senior Secured Collateral (but only to the Senior Secured Collateral Agent and only for so long as the Senior Secured Debt remains outstanding) other than with respect to the Additional Liquidity Facility, which shall be entitled to a first priority over all realization proceeds of Senior Secured Collateral prior to the Discharge of Additional Liquidity Facility (as defined in the Restated

Intercreditor Agreement), subject only to Permitted Encumbrances and in each case, subject to the Restated Intercreditor Agreement.

(2) The Borrower shall execute and deliver Security (or confirmations in respect thereof, as applicable) in the form of Schedule H-2 annexed hereto with such modifications and insertions as may be required by the Agent, acting reasonably, and, to the extent the Borrower owns real property in Canada, a mortgage in each applicable jurisdiction in a form acceptable to the Agent and the Majority of the Lenders in respect of all such real property as requested by the Agent. The Borrower shall cause (i) each of the other Loan Parties organized in Canada to execute and deliver Security (or confirmations in respect thereof, as applicable) in the form of Schedules H-1 and H-2 annexed hereto, in each case with such modifications and insertions as may be required by the Agent, acting reasonably and, to the extent such other Loan Party owns real property in Canada, a mortgage in each applicable jurisdiction in a form acceptable to the Agent and the Majority of the Lenders and (ii) the Loan Parties organized in the United States of America to execute and deliver Security (or confirmations in respect thereof, as applicable) in the forms of Schedules H-1 and H-3 annexed hereto, in each case with such amendments, modifications and insertions as may be required by the Agent, acting reasonably and, to the extent such Loan Party owns real property in North Dakota or Wisconsin, a mortgage in each applicable jurisdiction in a form acceptable to the Agent and the Majority of the Lenders.

(3) Notwithstanding the foregoing, if any real property has a fair market value of less than U.S.\$200,000 and the applicable Restricted Group member will not be required to provide a mortgage over such property to the Senior Secured Collateral Agent, then the applicable Restricted Group member shall not be required to provide a mortgage over such property to the Agent. For greater certainty, if at any time a Restricted Group member provides, or is required to provide, a mortgage over any real property to the Senior Secured Collateral Agent, such Restricted Group member shall also be required to provide a mortgage over such property to the Agent, notwithstanding the exception provided in the first sentence of this Section 11.1(3).

(4) The Borrower (i) shall, as soon as reasonably practicable, give written notice to the Agent of the acquisition, creation or existence of each Restricted Subsidiary of either the Borrower or Source US created or acquired after the date hereof and which is required to provide Security pursuant to this Agreement, together with such other information as the Agent may reasonably require, and (ii) shall promptly, and in any event within 10 Banking Days of such acquisition, creation or existence (or such other time period agreed to by the Majority of the Lenders), cause each such new Restricted Subsidiary to promptly execute and deliver to the Agent the Security contemplated hereby (together with a certified copy of its constating documents and a legal opinion in form and substance satisfactory to the Agent, acting reasonably).

(5) If a member of the Restricted Group acquires or creates another Restricted Subsidiary after the Closing Date, or if Parent designates an Unrestricted Subsidiary as a Restricted

Subsidiary in accordance with Section 11.1(8), then the Borrower shall promptly, and in any event within 10 Banking Days after any such occurrence, cause such Restricted Subsidiary which is not then a Loan Party to provide Security pursuant hereto (together with a certified copy of its constating documents and a legal opinion in form and substance satisfactory to the Agent, acting reasonably). Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this

(6) In addition to the Security described in subsections (1) and (2) of this Section 11.1 but subject to Section 11.1(3), the Borrower shall execute and deliver, or shall cause to be executed and delivered, all such guarantees and mortgages, debentures, pledge agreements, assignments and other security agreements as may be required by the Agent, acting reasonably (each in form and substance satisfactory to the Agent, acting reasonably) in order to, or to more effectively, charge in favour of the Agent or grant Security Interests in favour of the Agent on and against all of the Collateral of the Borrower and the other Loan Parties (including with respect to the Sand Crusher), as continuing collateral security for the payment and performance by the Borrower of all Obligations, Lender Financial Instrument Obligations and Bank Product Obligations.

(7) The Borrower shall, and shall cause each other Loan Party to, deposit all proceeds of ABL Collateral promptly upon receipt thereof into a Blocked Account (in the same form as received). Any proceeds of ABL Collateral received by any Loan Party, whether or not deposited into a Blocked Account, shall be held in trust for the Agent and the Lenders in the same form in which received and shall not be commingled with any other assets of such Loan Party. Subject to any specific arrangement explicitly set out in a Blocked Account Agreement, no amounts deposited in a Blocked Account shall be released to any Loan Party, but shall instead be applied on a daily basis to, or otherwise held for application to, or as Security for, the outstanding Obligations of the Loan Parties to the Agent and the Lenders, it being understood and agreed that, notwithstanding such application, the Borrower shall have the right to obtain additional Advances under this Agreement subject to the terms and conditions hereof.

(8) Provided no Default or Event of Default has occurred and is continuing (unless such Default or Event of Default would be cured as a result of such designation), the Borrower may from time to time, by notice in writing to the Agent (together with reasonable particulars which demonstrate compliance with Section 5.7(a) or Section 5.7(d) of the Senior Secured Indenture, as applicable), be entitled to designate that either:

• (a) any of the Restricted Subsidiaries to be an Unrestricted Subsidiary; or
• (b) any of the Unrestricted Subsidiaries to be a Restricted Subsidiary.

(9) The Borrower shall ensure that, at all times, all registrations, filings and/or recordings of the Security shall have been made in all offices where such registration, filing or

Agreement.

recording is necessary or of advantage to the creation, perfection and preserving of the Security and the Security Interests created thereby to the extent required by this Agreement.

11.2 Registration

The Borrower shall, at its expense, register, file or record the Security in all offices and in all jurisdictions where such registration, filing or recording is necessary or of advantage to the creation, perfection and preserving of the security applicable to it, except to the extent such registration, filing or recording is not required by this Agreement and the Security. The Borrower shall amend and renew such registrations, filings and recordings from time to time as and when required to keep them in full force and effect or to preserve the priority established by any prior registration, filing or recording thereof.

11.3 Forms

The forms of Security for each Loan Party domiciled in Canada shall have been or be prepared based upon the laws of the Province of Alberta and the federal laws of Canada applicable therein in effect at the date hereof, provided that if there is a Canadian mortgage over real property located in another Province, the laws of such other Province shall apply to such Canadian mortgage. The forms of Security for each Loan Party domiciled in the United States of America (except for Schedule H-1) shall have been or be prepared based upon the laws of the State of New York and the federal laws applicable therein, provided that if there is a U.S. mortgage over real property located in another State, the laws of such other State shall apply to such U.S. mortgage. The Agent shall have the right to require that:

• (a) any such Security be amended to reflect any changes in such laws, whether arising as a result of statutory amendments, court decisions or otherwise, in order to confer upon the Agent the Security Interests intended to be created thereby; and
• (b) the Borrower and each other Loan Party execute and deliver to the Agent such other and further debentures, mortgages, trust deeds, assignments and security agreements as may be reasonably required to ensure the Agent holds, subject to Permitted Encumbrances, first priority Security Interests on and against all of the ABL Collateral of the Borrower and the other Loan Parties and a second priority Security Interest on all Senior Secured Collateral (subject only to the Senior Secured Collateral Agent's Security Interests in the Senior Secured Collateral pursuant to the terms of the Restated Intercreditor Agreement), including, without limitation, any supplements or amendments to existing Security required by the Agent in connection with, or as a result of (i) the amendment and restatement of the Existing Credit Agreement effected hereby or (ii) the Post-Closing Undertaking (as defined in the Senior Secured Indenture) or any action taken in order to comply with the same.

except that in no event shall the Agent require that the foregoing be effected if the result thereof would be to grant the Agent or the Lenders greater rights than is otherwise contemplated herein or therein.

11.4 Continuing Security

Each item or part of the Security shall for all purposes be treated as a separate and continuing collateral security and shall be deemed to have been given in addition to and not in place of any other item or part of the Security or any other security now held or hereafter acquired by the Agent or the Lenders. No item or part of the Security shall be merged or be deemed to have been merged in or by this Agreement or any documents, instruments or acknowledgements delivered hereunder, or any simple contract debt or any judgment, and any realization of or steps taken under or pursuant to any security, instrument or agreement shall be independent of and not create a merger with any other right available to the Lenders or the Agent under any security, instruments or agreements held by it or at law or in equity.

11.5 Dealing with Security

The Agent may grant extensions of time or other indulgences, take and give up securities (including the Security or any part or parts thereof), accept compositions, grant releases and discharges and otherwise deal with the Borrower and other parties and with security (including the Security and each part thereof) as the Agent may see fit, without prejudice to or in any way limiting the liability of the Borrower under this Agreement or the other Documents or under any of the Security or any other collateral security.

11.6 Effectiveness

The Security and the security created by any other Document constituted or required to be created shall be effective, and the undertakings as to the Security herein or in any other Document shall be continuing, whether any Loans are then outstanding or any amounts thereby secured or any part thereof shall be owing before or after, or at the same time as, the creation of such Security Interests or before or after or upon the date of execution of any amendments to this Agreement.

11.7 Release and Discharge of Security

The Borrower and each other Loan Party shall not be discharged from the Security or any part thereof, other than to the extent that (i) such Security applies to a Permitted Disposition or (ii) such Security applies to a Loan Party that ceases to be a Loan Party pursuant to and in accordance with Section 11.1(8) (in which case the Security shall thereupon cease to apply to the subject matter thereof for the benefit of the Agent and the Lenders) except by a written release and discharge signed by the Agent with the prior written consent of the Lenders. If all of the Obligations, Lender Financial Instrument Obligations and Bank Product Obligations have been

repaid, paid, satisfied and discharged, as the case may be, in full and the Credit Facilities have been fully cancelled, then the Agent shall cause it and the Lenders' interest in the Security to be released and discharged at the expense of the Borrower. The Lenders hereby authorize the Agent, upon the written request of the Borrower, to, without further authorization from the Lenders, sign any and all releases, letters of no interest, or other documents or interests releasing Security as it applied to a Permitted Disposition and any other disposition permitted by Section 10.2(d).

11.8 Transfer of Security

If Bank of Montreal, in its capacity as Agent, or any successor thereto, in its capacity as Agent ceases to be the Agent (the "Departing Agent"), the Departing Agent shall transfer and assign all of its right, title and interest in its capacity as Agent in and to the Security to the Successor Agent and the provisions of Section 11.2 shall apply, mutatis mutandis, with respect to such assignment and transfer.

11.9 Permitted Encumbrances and Permitted Debt

None of the fact that:

• (a) any Loan Party is permitted to create or suffer to exist any Permitted Encumbrance or Permitted Debt;
• (b) any representation, warranty or covenant contained herein may make an exception for the existence of Permitted Encumbrances or Permitted Debt; or
• (c) the Security Interests created pursuant to the Documents are stated to be subject to, or are not required to rank in priority to, Permitted Encumbrances (other than pursuant to the Restated Intercreditor Agreement),

shall in any manner, nor in any cause or proceeding, directly or indirectly, be taken to constitute a subordination of any Security Interest created pursuant to the Documents to any Permitted Encumbrance or to any other Security Interest or other obligation whatsoever, or that the Obligations under the Documents are in any way subordinate or junior in right of payment to any Permitted Debt, it being the intention of the parties that, unless otherwise agreed to by the Lenders in writing (including pursuant to the Restated Intercreditor Agreement), all Security Interests created pursuant to the Documents shall at all times, to the maximum extent permitted by Applicable Law, rank as first priority Security Interests in priority to Permitted Encumbrances and all other Security Interests or other obligations whatsoever and that the Obligations under the Documents will rank in right of payment at all times at least equally with such Permitted Debt.

11.10 Hedging Affiliates and Bank Product Providers

Each Lender hereby confirms to and agrees with the Agent and the other Lenders as follows:

• (a) such Lender is, for the purpose of securing the Lender Financial Instrument Obligations owing to or in favour of its Hedging Affiliates or for securing Bank Product Obligations to or in favour of its Bank Product Providers, in each case pursuant to the Security, executing and delivering this Agreement both on its own behalf and as agent for and on behalf of such Hedging Affiliates and Bank Product Providers, as applicable;
• (b) the Agent shall be and is hereby authorized by each such Hedging Affiliate and Bank Product Provider (i) to hold the Security on behalf of such Hedging Affiliate and Bank Product Provider, as applicable, as security for the Lender Financial Instrument Obligations and Bank Product Obligations, as applicable, and owing to or in favour of it in accordance with the provisions of the Documents and (ii) to act in accordance with the provisions of the Documents (including on the instructions or at the direction of the Lenders or the Majority of the Lenders which, for certainty, shall not include the Hedging Affiliates or any Bank Product Providers) in all respects with respect to the Security; and
• (c) the Lender Financial Instruments of any such Hedging Affiliate or the Lender Financial Instrument Obligations owing to or in favour of any such Hedging Affiliate and the documentation respecting Bank Products of any such Bank Product Provider or the Bank Product Obligations owing to or in favour of any such Bank Product Provider shall not be included or taken into account for the purposes of Section 16.10 or (for certainty) in any determination of the Majority of the Lenders or the Lenders which shall be determined solely based upon the Commitments of the Lenders hereunder or the Outstanding Principal owing to the Lenders.

11.11 Security for Hedging with Former Lenders

If a Lender ceases to be a Lender under this Agreement (a "Former Lender"), all Lender Financial Instrument Obligations owing to such Former Lender and its Hedging Affiliates under Lender Financial Instruments entered into while such Former Lender was a Lender shall remain secured by the Security (equally and rateably) to the extent that such Lender Financial Instrument Obligations were secured by the Security prior to such Lender becoming a Former Lender and, subject to the following provisions of this Section 11.11 and unless the context otherwise requires, all references herein or in any other Document to "Lender Financial Instrument Obligations" shall include such obligations to a Former Lender and its Hedging Affiliates, all references herein

or in any other Document to "Lenders" shall include Former Lenders for the purposes of such obligations, all references herein or in any other Document to "Hedging Affiliates" shall include Affiliates of such Former Lenders for the purposes of such obligations and all references herein or in any other Document to "Lender Financial Instruments" shall include such Financial Instruments with a Former Lender and its Hedging Affiliates. For certainty, any Financial Instrument Obligations under Financial Instruments entered into with a Former Lender or an Affiliate thereof after the Former Lender has ceased to be a Lender shall not be secured by the Security. Notwithstanding the foregoing, no Former Lender or any Affiliate thereof shall have any right to cause or require the enforcement of the Security or any right to participate in any decisions relating to the Security, including any decisions relating to the enforcement or manner of enforcement of the Security or decisions relating to any amendment to, waiver under, release of or other dealing with all or any part of the Security; for certainty, the sole right of a Former Lender and its Affiliates with respect to the Security is to share, on a pari passu basis, in any proceeds of realization and enforcement of the Security.

ARTICLE 12 EVENTS OF DEFAULT AND ACCELERATION

12.1 Events of Default

The occurrence of any one or more of any the following events (each such event being herein referred to as an "Event of Default") shall constitute a default under this Agreement:

• (a) Principal Default: if the Borrower fails to pay the principal of any Loan hereunder when due and payable;
• (b) Other Payment Default: if the Borrower fails to pay:
• (i) any interest (including, if applicable, default interest) accrued on any Loan;
• (ii) any acceptance fee with respect to a Bankers' Acceptance or issuance fee with respect to a Letter of Credit; or
• (iii) any other amount not specifically referred to in paragraph (a) above or in this paragraph (b) payable by the Borrower hereunder,

in each case when due and payable, and such default is not remedied within 3 Banking Days thereafter;

(c) Breach of Negative Covenants: if the Borrower fails to observe or perform any covenant in Section 10.2 (other than Sections 10.2(b), 10.2(e), 10.2(i), and 10.2(m)).

• (d) Breach of Certain Negative Covenants: if the Borrower or any other Loan Party fails to observe or perform any covenant in Sections 10.2(b), 10.2(e), 10.2(i), or 10.2(m) and, after notice has been given by the Agent to the Borrower or such other Loan Party specifying such default and, to the extent possible, requiring the Borrower or such other Loan Party to remedy or cure the same, the Borrower or such other Loan Party shall fail to remedy such default within a period of 3 Banking Days after the giving of such notice;
• (e) Financial Covenant Defaults: if the Borrower fails to observe or perform any covenant in Section 10.3;
• (f) Breach of Other Covenants: if the Borrower or any other Loan Party fails to observe or perform any covenant or obligation herein or in any other Document required on its part to be observed or performed (other than a covenant or condition whose breach or default in performance is specifically dealt with elsewhere in this Section 12.1) and, after notice has been given by the Agent to the Borrower or such other Loan Party specifying such default and, to the extent possible, requiring the Borrower or such other Loan Party to remedy or cure the same, the Borrower or such other Loan Party shall fail to remedy such default within a period of 30 days after the giving of such notice;
• (g) Incorrect Representations: if any representation or warranty made or deemed to be made by the Borrower or any other Loan Party herein or in any other Document shall prove to have been incorrect or misleading in any respect on and as of the date made (other than inaccuracies which are immaterial in the aggregate) and, if curable, the facts or circumstances which make such representation or warranty incorrect or misleading are not remedied and the representation or warranty in question remains incorrect or misleading more than 30 days after the Agent notifies the Borrower of the same;
• (h) Involuntary Insolvency: if a decree or order of a court of competent jurisdiction is entered adjudging the Borrower or any other Loan Party a bankrupt or insolvent under the Companies' Creditors Arrangement Act (Canada), the Bankruptcy and Insolvency Act (Canada), the Winding up and Restructuring Act (Canada), the Bankruptcy Code or any other bankruptcy, insolvency or analogous laws or ordering the winding up or liquidation of its affairs;
• (i) Idem: if any case, proceeding or other action shall be instituted in any court of competent jurisdiction against the Borrower or any other Loan Party, seeking in respect of it an adjudication in bankruptcy, reorganization, dissolution, winding up, liquidation, a composition, proposal or arrangement with creditors, a readjustment of debts, the appointment of trustee in bankruptcy, receiver, receiver and manager,

interim receiver, custodian, sequestrator, liquidator or other person with similar powers with respect to the Borrower or any other Loan Party or of all or any substantial part of its assets, or any other like relief in respect of the Borrower or any other Loan Party under any bankruptcy or insolvency law and:

• (i) such case, proceeding or other action results in an entry of an order for such relief or any such adjudication or appointment; or
• (ii) such case, proceeding or other action shall continue undismissed, or unstayed and in effect, for any period of 30 consecutive days;
• (j) Voluntary Insolvency: if the Borrower or any other Loan Party (i) makes any assignment in bankruptcy or makes any other assignment for the benefit of creditors, makes any proposal under the Bankruptcy and Insolvency Act (Canada) or any comparable law, seeks relief under the Companies' Creditors Arrangement Act (Canada), the Winding up and Restructuring Act (Canada), the Canada Business Corporations Act, the Business Corporations Act (Alberta) or equivalent provincial corporate statutes, the Bankruptcy Code or any other bankruptcy, insolvency or analogous law, files a petition or proposal to take advantage of any act of insolvency, consents to or acquiesces in the appointment of a trustee in bankruptcy, receiver, receiver and manager, interim receiver, custodian, sequestrator, liquidator or other person with similar powers over itself or over all or any substantial portion of its assets, or files a petition or otherwise commences any proceeding seeking any reorganization, arrangement, composition, administration, compromise, restructuring or readjustment under any applicable bankruptcy, insolvency, moratorium, reorganization or other similar law affecting creditors' rights or consents to, or acquiesces in, the filing of such assignment, proposal, relief, petition, proposal, appointment or proceeding, (ii) institutes or has instituted against it any proceeding seeking liquidation, winding up, administration, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any Applicable Laws relating to bankruptcy, insolvency, reorganization or relief of debtors including any proceeding under applicable corporate law (including, for certainty, the Canada Business Corporations Act, the Business Corporations Act (Alberta) or equivalent provincial corporate statutes) seeking a compromise or arrangement of, or stay of proceedings to enforce, some or all of the debts of such Person or (iii) takes any corporate or partnership action to authorize any of the above actions, provided that, for certainty, the foregoing shall not apply to the Recapitalization Transaction;
• (k) Dissolution: except as permitted by Sections 10.2(c) or 10.2(g), if proceedings are commenced for the dissolution, liquidation or winding up of the Borrower or any

other Loan Party unless such proceedings are being actively and diligently contested in good faith to the satisfaction of the Majority of the Lenders, acting reasonably;

• (l) Security Realization: if creditors of the Borrower or any other Loan Party having a Security Interest against or in respect of any of its Collateral, or any part thereof, realize upon or enforce any such security against such Collateral or any part thereof having an aggregate fair market value in excess of the Threshold Amount and such realization or enforcement shall continue in effect and not be released, discharged or stayed within the lesser of 30 days and the period of time prescribed under Applicable Laws for the completion of the sale of or realization against the assets subject to such seizure or attachment;
• (m) Seizure: if Collateral of the Borrower and any other Loan Party or any part thereof having an aggregate fair market value in excess of the Threshold Amount are seized or otherwise attached by anyone pursuant to any legal process or other means, including distress, execution or any other step or proceeding with similar effect and such attachment, step or other proceeding shall continue in effect and not be released, discharged or stayed within the lesser of 30 days and the period of time prescribed under Applicable Laws for the completion of the sale of or realization against the assets subject to such seizure or attachment;
• (n) Judgment: if one or more final judgments, decrees or orders, after available appeals have been exhausted, shall be awarded against the Borrower or any of the other Loan Parties for an aggregate amount in excess of the Threshold Amount and the Borrower or relevant Loan Party has not (i) provided for its discharge in accordance with its terms within 30 days from the date of entry thereof, or (ii) procured a stay of execution thereof within 30 days from the date of entry thereof and within such period, or such longer period during which execution of such judgement has not been stayed, appealed such judgement and caused the execution thereof to be stayed during such appeal or (iii) provided security for any of such judgments, decrees or orders within 30 days of such judgment, decree or order being awarded;

• (o) Payment Cross Default: if the Borrower or any other Loan Party (or any combination thereof) defaults in the payment when due (whether at maturity, upon acceleration, or otherwise) of: (i) the Senior Secured Debt (which, for greater certainty, is not subject to the Threshold Amount); or (ii) any other Debt in aggregate in excess of the Threshold Amount, and, if there is a grace period applicable thereto, such payment default continues unremedied beyond the expiry of such grace period;

• (p) Event Cross Default: if a default, event of default or other similar condition or event (however described) in respect of the Borrower or any other Loan Party (or any combination thereof) occurs or exists under: (i) any Senior Secured Document (which for greater certainty shall not be subject to the Threshold Amount); or (ii) any other indentures, credit agreements, agreements or other instruments evidencing or relating to Debt (individually or collectively) in an aggregate amount in excess of the Threshold Amount, and, in each case, such default, event or condition has resulted in such Debt or Financial Instrument Obligations becoming, or becoming capable at such time of being declared, due and payable thereunder before it would otherwise have been due and payable;

• (q) Cease to Carry on Business: if the Borrower or any other Loan Party ceases to carry on business, except in the case of a Loan Party other than the Borrower, in compliance with the Documents;
• (r) Change of Control: if a Change of Control occurs without the prior written consent of the Lenders, provided that any Change of Control arising in connection with the issuance of Voting Shares in capital of the Parent to the Senior Secured Noteholders pursuant to the Recapitalization Transaction shall not constitute an Event of Default;
• (s) Lender Financial Instruments: if a Financial Instrument Demand for Payment has been delivered to the Borrower or any other Loan Party the Borrower or such Loan Party fails to make payment thereunder within the time required for payment thereunder, or if a Termination Event occurs;
• (t) Loss and Priority of Security: except for Permitted Encumbrances or as otherwise permitted under this Agreement, if any of the Security shall cease to (i) be a valid first priority Security Interest against the ABL Collateral or second priority Security Interest against the Senior Secured Collateral (subject only to the Security Interests of the Senior Secured Collateral Agent pursuant to the Restated Intercreditor Agreement) or (ii) provide a first priority over all realization proceeds of Senior Secured Collateral to the extent contemplated in the Restated Intercreditor Agreement, in each case, of the Borrower or any other Loan Party as against third parties (and the same is not forthwith effectively rectified or replaced by the applicable Loan Party);

• (u) Loss of ABL Collateral, etc.: any loss, theft, damage or destruction occurs with respect to any ABL Collateral if the amount not covered by insurance exceeds \$750,000 (excluding any related deductible under insurance policies);

• (v) Invalidity: except as would not be an Event of Default pursuant to Section 12.1(t), or otherwise as set out in this Agreement, if any of this Agreement, any Security or any other Document or any material provision of any of the foregoing shall at any time for any reason cease to be in full force and effect, be declared to be void or voidable (and the same is not forthwith effectively rectified or replaced by the applicable Loan Party on demand by the Agent to the Borrower) or shall be repudiated, or the validity or enforceability thereof shall at any time be contested by the Borrower or any other Loan Party or the Borrower or any other Loan Party shall deny that it has any or any further liability or obligation thereunder, or at any time it shall be unlawful or impossible for them to perform any of their respective Obligations, Lender Financial Instrument Obligations or Bank Product Obligations;

• (w) Material Adverse Effect: if any event or circumstance has occurred and is continuing which, in the opinion of the Majority of the Lenders (acting reasonably), has had or would reasonably be expected to have a Material Adverse Effect;
• (x) ERISA: the Borrower or any other Loan Party or any ERISA Affiliate shall fail to pay when due an amount or amounts aggregating for all such Persons in excess of the Threshold Amount which it shall have become liable to pay to the PBGC or to a Pension Plan under Title IV of ERISA; or notice of intent to terminate a Plan or Plans having aggregate Unfunded Vested Liabilities in excess of the Threshold Amount (collectively, a "Material Plan") shall be filed under Title IV of ERISA by the Borrower or any other Loan Party or any ERISA Affiliate, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to terminate or to cause a trustee to be appointed to administer any Material Plan or a proceeding shall be instituted by a fiduciary of any Material Plan against the Borrower or any other Loan Party or any ERISA Affiliate, to enforce Section 515 or 4219(c)(5) of ERISA and such proceeding shall not have been dismissed within thirty (30) days thereafter; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated;
• (y) Senior Secured Indenture: the Senior Secured Indenture is amended, modified, replaced, supplemented or restated in any way (other than changes of an administrative or non-substantive nature) without the prior written consent of the Agent; or
• (z) Adverse Proceedings: if one or more actions, suits or proceedings are brought against or affect the Borrower or any other Loan Party before any court or before any Governmental Authority which, if successful, would reasonably be expected to have a Material Adverse Effect, unless the action, suit or proceedings are being

diligently contested in good faith and a reserve has been provided in respect thereof if required and in accordance with GAAP.

12.2 Acceleration

If any Event of Default shall occur and for so long as it is continuing:

• (a) the entire principal amount of all Loans then outstanding from the Borrower and all accrued and unpaid interest thereon;
• (b) an amount equal to the face amount at maturity of all Bankers' Acceptances issued by the Borrower which are unmatured;
• (c) an amount equal to the maximum amount then available to be drawn under all unexpired Letters of Credit; and
• (d) all other Obligations outstanding hereunder,

shall, at the option of the Agent in accordance with Section 15.11 or upon the written request of a Majority of the Lenders, become immediately due and payable upon written notice to that effect from the Agent to the Borrower, all without any other notice and without presentment, protest, demand, notice of dishonour or any other demand whatsoever (all of which are hereby expressly waived by the Borrower). In such event and if the Borrower does not immediately pay all such amounts upon receipt of such notice, either the Lenders (in accordance with the proviso in Section 15.11) or the Agent on their behalf may, in their discretion, exercise any right or recourse and/or proceed by any action, suit, remedy or proceeding against the Borrower or any other Loan Party authorized or permitted by law for the recovery of all the indebtedness and liabilities of the Borrower to the Lenders and proceed to exercise any and all rights hereunder and under the other Documents and no such remedy for the enforcement of the rights of the Lenders shall be exclusive of or dependent on any other remedy but any one or more of such remedies may from time to time be exercised independently or in combination.

12.3 Remedies Cumulative and Waivers

For greater certainty, it is expressly understood and agreed that the rights and remedies of the Lenders and the Agent hereunder or under any other Document are cumulative and are in addition to and not in substitution for any rights or remedies provided by law or by equity; and any single or partial exercise by the Lenders or by the Agent of any right or remedy for a default or breach of any term, covenant, condition or agreement contained in this Agreement or other Document shall not be deemed to be a waiver of or to alter, affect or prejudice any other right or remedy or other rights or remedies to which any one or more of the Lenders and the Agent may be lawfully entitled for such default or breach. Any waiver by, as applicable, the Majority of the Lenders, the Lenders or the Agent of the strict observance, performance or compliance with any

term, covenant, condition or other matter contained herein and any indulgence granted, either expressly or by course of conduct, by, as applicable, the Majority of the Lenders, the Lenders or the Agent shall be effective only in the specific instance and for the purpose for which it was given and shall be deemed not to be a waiver of any rights and remedies of the Lenders or the Agent under this Agreement or any other Document as a result of any other default or breach hereunder or thereunder.

12.4 Termination of Lenders' Obligations

The occurrence of a Default or Event of Default, shall relieve the Lenders of all obligations to provide any further Drawdowns, Rollovers or Conversions to the Borrower hereunder; provided that the foregoing shall not prevent the Lenders or the Agent from disbursing money or effecting any Conversion which, by the terms hereof, they are entitled to effect, or any Conversion or Rollover requested by the Borrower and acceptable to the Lenders and the Agent.

12.5 Acceleration of All Lender Obligations

(1) If a Lender or a Hedging Affiliate has delivered a Financial Instrument Demand for Payment to the Borrower or any other Loan Party, then it shall promptly notify the Agent and other Lenders thereof.

(2) If an Acceleration Notice has been delivered to the Borrower, then, to the extent that it is not already the case, all Obligations, Bank Product Obligations and Lender Financial Instrument Obligations shall be immediately due and payable and each Lender, each Hedging Affiliate and the Agent shall (and shall be entitled to) promptly, and in any event within 3 Banking Days of receipt of notice of the foregoing, deliver such other Demands for Payment and notices as may be necessary to ensure that all Obligations, Bank Product Obligations, and Lender Financial Instrument Obligations are thereafter due and payable under this Agreement, the Bank Products and the applicable Lender Financial Instruments, as applicable.

(3) Each agreement, indenture, instrument or other document evidencing or relating to a Lender Financial Instrument shall, notwithstanding any provision thereof to the contrary, be deemed to be hereby amended to allow and permit the Lender or Hedging Affiliates, as the case may be, which is a party thereto to comply with the provisions of this Section 12.5.

12.6 Cash Collateral Accounts

Upon the occurrence of an Event of Default and for so long as such Event of Default is continuing or upon receipt of Collateral by the Agent pursuant to this Agreement and in addition to any other rights or remedies of the Agent and the Lenders hereunder, the Agent, for the benefit of the applicable Lenders hereunder, shall thereafter be entitled to deposit and retain in a cash collateral account (which excludes, for greater certainty, the Senior Secured Account but only so

long as the Senior Secured Debt is outstanding), amounts which are received by the Agent from the Borrower to the extent that, and for so long as, such amounts may be required to satisfy: (i) any contingent or unmatured obligations or liabilities of the Borrower to the Agent and the Lenders under the Documents; or (ii) the Borrowing Base.

12.7 Application and Sharing of Payments Following Acceleration

Notwithstanding anything in this Agreement or in any other Document and except as otherwise agreed to by all of the Lenders in their sole discretion, all monies and property received by the Lenders or the Agent for application in respect of the Obligations, the Bank Product Obligations and Lender Financial Instrument Obligations (collectively, the "Secured Obligations") subsequent to the Adjustment Time and all monies received as a result of a realization upon the Security (collectively, the "Realization Proceeds") shall be applied and distributed to the Lenders and the Agent in the order and manner set forth below:

• (a) firstly, to the Agent on account of the Non-Additional Liquidity Facility Portion of its costs and expenses and then distributed proportionately to the Lenders in accordance with amounts owing to each Lender (in their capacity as Lenders and, if applicable, Hedging Affiliates) on account of the Non-Additional Liquidity Facility Portion of the costs and expenses of enforcement and realization upon the Security;
• (b) secondly, distributed Rateably to the Lenders and Hedging Affiliates on account of the Operating Facility Obligations, the Lender Financial Instrument Obligations and the Bank Product Obligations;
• (c) thirdly, to the Agent on account of the Additional Liquidity Facility Portion of its costs and expenses and then distributed proportionately to the Lenders in accordance with amounts owing to each Lender (in their capacity as Lenders and, if applicable, Hedging Affiliates) on account of the Additional Liquidity Facility Portion of the costs and expenses of enforcement and realization upon the Security;
• (d) fourthly, distributed Rateably to the Lenders on account of the Additional Liquidity Facility Obligations;
• (e) fifthly, distributed to the Fronting Lender on account of the SBLC Facility Obligations;
• (f) sixthly, the balance of the Realization Proceeds (if any) plus any amounts returned by the Fronting Lender shall be paid to the Note Agent in accordance with the Restated Intercreditor Agreement; and
• (g) seventhly, the balance, if any, shall be paid in accordance with Applicable Law.

12.8 Calculations as at the Adjustment Time

For the purposes of this Agreement, if:

• (a) a Financial Instrument Demand for Payment has been delivered; or
• (b) a Termination Event has occurred under any agreement evidencing a Lender Financial Instrument,

then any amount which is payable by the Borrower or any other Loan Party under such Lender Financial Instrument in settlement of obligations arising thereunder as a result of the early termination of the Lender Financial Instrument shall be deemed to have become payable at the time of delivery of such Financial Instrument Demand for Payment or the time of occurrence of such Termination Event, as the case may be, notwithstanding that the amount payable by the Borrower or any other Loan Party is to be subsequently calculated and notice thereof given to the Borrower or such other Loan Party in accordance with such Lender Financial Instrument.

12.9 Sharing Repayments

To the extent necessary to ensure that, and to give effect to the agreement that, the Obligations, the Bank Product Obligations and Lender Financial Instrument Obligations are secured equally and rateably, each Lender agrees that, subsequent to the Adjustment Time, it will at any time and from time to time upon the request of the Agent purchase undivided participations in the Obligations, the Bank Product Obligations and Lender Financial Instrument Obligations and make any other adjustments which may be necessary or appropriate, in order that Obligations, the Bank Product Obligations and Lender Financial Instrument Obligations which remain outstanding to each Lender and its Bank Product Providers or Hedging Affiliates are thereafter outstanding, as adjusted pursuant to this Section, in accordance with the provisions of Section 12.7. The Borrower agrees to do, or cause to be done (whether by it or another Loan Party), all things reasonably necessary or appropriate to give effect to any and all purchases and other adjustments by and between the Lenders pursuant to this Section.

12.10 Adjustments Among Lenders under Operating Facility

(1) Notwithstanding anything in this Agreement or in any other Document to the contrary, if all Obligations become due and payable pursuant to Section 12.2 (an "Acceleration") or if an Insolvency Event shall occur and be continuing:

(a) each Lender agrees that it shall, at any time or from time to time thereafter at the request of the Agent as required by any Lender, (i) purchase at par on a nonrecourse basis a participation in the Loans (including Letters of Credit) owing to each other Lender under each of the Operating Facility and Additional Liquidity Facility and (ii) effect such other transactions and make such other adjustments as

are necessary or appropriate, in order that the aggregate Outstanding Principal owing to each of the Lenders under each of the Operating Facility and Additional Liquidity Facility, in each case as adjusted pursuant to this Section 12.10, shall be in the same proportion as each Lender's (x) Operating Facility Commitment to the Total Operating Facility Commitment and (y) Additional Liquidity Facility Commitment to the Total Additional Liquidity Facility Commitment, in each case, immediately prior to the Acceleration or Insolvency Event, as the case may be; and

(b) any payment made by or on behalf of the Borrower, the Parent or any Restricted Subsidiary under or pursuant to the Documents, any proceeds from the exercise of any rights and remedies of the Agent and the Lenders under the Documents and any distribution or payment received by the Agent or the Lenders with respect to the Borrower, the Parent and the Restricted Subsidiaries in the event of any bankruptcy, insolvency, winding-up, liquidation, arrangement, compromise or composition, shall be applied against the Outstanding Principal under each of the Operating Facility and the Additional Liquidity Facility, in each case, in a manner so that, to the extent possible, the Outstanding Principal owing to each of the Lenders under each of the Operating Facility and the Additional Liquidity Facility, in each case, will be in the same proportion as each Lender's (x) Operating Facility Commitment to the Total Operating Facility Commitment and (y) Additional Liquidity Facility Commitment to the Total Additional Liquidity Facility Commitment, in each case, immediately prior to the Acceleration or Insolvency Event, as the case may be.

(2) Each Lender shall, at any time and from time to time at the request of the Agent as required by any Lender, execute and deliver such agreements, instruments and other documents and take such other steps and actions as may be required to confirm, evidence or give effect to the foregoing.

(3) For certainty, the provisions of this Section 12.10 are unconditional and irrevocable and (a) the Lenders shall be obligated to purchase participations and to effect the transactions and adjustments contemplated by this Section 12.10 and (b) the other provisions hereof shall operate and apply, in each case, in all events and circumstances and irrespective of whether any condition precedent in Article 3 of this Agreement is met.

ARTICLE 13 CHANGE OF CIRCUMSTANCES

13.1 Market Disruption Respecting Libor Loans

(1) In the event that at any time subsequent to the giving of a Drawdown Notice, Rollover Notice or Conversion Notice to the Agent by the Borrower with regard to any requested Libor Loan, subject to Section 13.8:

• (a) the Agent (acting reasonably) determines that by reason of circumstances affecting the London interbank market, adequate and fair means do not exist for ascertaining the rate of interest with respect to, or deposits are not available in sufficient amounts in the ordinary course of business at the rate determined hereunder to fund, a requested Libor Loan during the ensuing Interest Period selected;
• (b) the Agent (acting reasonably) determines that the making or continuing of the requested Libor Loan by the Lenders has been made impracticable by the occurrence of an event which materially adversely affects the London interbank market generally; or
• (c) the Agent is advised by Lenders holding 35% of the Commitments of all Lenders hereunder by written notice (each, a "LIBOR Suspension Notice"), such notice to be received by the Agent no later than 12:00 noon (Toronto time) on the third Banking Day prior to the date of the requested Drawdown, Rollover or Conversion, as the case may be, that such Lenders have determined (acting reasonably) that the Libor Rate shall no longer represent the effective cost to such Lender of United States Dollar deposits in such market for the relevant Interest Period,

then the Agent shall give notice thereof to the Lenders and the Borrower as soon as possible after such determination or receipt of such LIBOR Suspension Notice, as the case may be, and the Borrower shall, within one Banking Day after receipt of such notice and in replacement of the Drawdown Notice, Rollover Notice or Conversion Notice, as the case may be, previously given by the Borrower, give the Agent a Drawdown Notice or a Conversion Notice, as the case may be, which specifies the Drawdown of any other Loan or the Conversion of the relevant Libor Loan on the last day of the applicable Interest Period into any other Loan which would not be affected by the notice from the Agent pursuant to this Section 13.1. In the event the Borrower fails to give, if applicable, a valid replacement Conversion Notice with respect to the maturing Libor Loans which were the subject of a Rollover Notice, such maturing Libor Loans shall be converted on the last day of the applicable Interest Period into U.S. Base Rate Loans as if a Conversion Notice had been given to the Agent by the Borrower pursuant to the provisions hereof. In the event the Borrower fails to give, if applicable, a valid replacement Drawdown Notice with respect to a Drawdown originally requested by way of a Libor Loan, then the Borrower shall be deemed to have requested

a Drawdown by way of a U.S. Base Rate Loan in the amount specified in the original Drawdown Notice and, on the originally requested Drawdown Date, the relevant Lenders (subject to the other provisions hereof) shall make available the requested amount by way of a U.S. Base Rate Loan.

(2) If at any time the Agent determines (which determination shall be conclusive, absent manifest error) that:

• (a) the circumstances described in Section 13.1(1) have arisen and such circumstances are unlikely to be temporary, or that the circumstances described in Section 13.1(1) have not arisen, but either (i) the applicable supervisor or administrator of the Libor Rate, or (ii) a Governmental Authority having jurisdiction over the Agent, has made a public statement identifying a specific date after which the Libor Rate shall no longer be used for determining interest rates for loans (either such date, a "Libor Discontinuation Date"); or
• (b) a rate other than the Libor Rate has become a widely recognized benchmark rate for newly originated loans denominated in United States Dollars in the Canadian market,

then the Agent and the Borrower shall negotiate in good faith to select a replacement index for the Libor Rate and make adjustments to the Applicable Pricing Rate and other related amendments to this Agreement such that, to the extent practicable, the all-in interest rate paid by the Borrower under this Agreement based on the replacement index will be substantially equivalent to the all-in interest rate applicable to Libor Loans made hereunder prior to the Libor Rate's replacement.

(3) Upon an agreement being reached between the Agent and the Borrower pursuant to clause (2) above, the Agent and the Borrower shall enter into an amendment to this Agreement that gives effect to the replacement reference rate of interest, adjustments to the Applicable Pricing Rate and such other related amendments as may be appropriate in the discretion of the Agent for the implementation and administration of United States Dollar loans bearing interest calculated with reference to the replacement index. Notwithstanding anything to the contrary in this Agreement (including Section 16.10) or any other Document, such amendment shall become effective at 5:00 p.m. (Calgary time) on the fifth Banking Day after a copy of the amendment is provided to the Lenders and without any further action or consent of any other party to this Agreement, unless the Agent receives, on or before such date and time, a written notice from the Majority of the Lenders stating that such Lenders object to such amendment.

(4) Selection of the replacement index, adjustments to the Applicable Pricing Rate, and all other related amendments to this Agreement contemplated by this Section shall give due consideration to the prevailing market practice for: (a) determining a rate of interest applicable to newly originated United States Dollar loans made in Canada at such time, and (b) transitioning

existing loans from Libor Rate-based interest rates to loans bearing interest calculated with reference to the new reference rate.

(5) Until an amendment reflecting the transition to a new reference rate becomes effective as contemplated by this Section, each Drawdown, Conversion or Rollover of a Libor Loan shall continue to bear interest calculated with reference to the Libor Rate; provided that if the Agent determines (which determination shall be conclusive, absent manifest error) that a Libor Discontinuation Date has occurred, then following the Libor Discontinuation Date, until such time as an amending agreement adopting a new reference rate of interest becomes effective as contemplated by this Section:

• (a) any requested Drawdown by way of, Conversion into, or Rollover of, Libor Loans under a Credit Facility shall be deemed to be a request for a U.S. Base Rate Loan in the same principal amount under the same Credit Facility; and
• (b) in respect of a maturing Libor Loan under a Credit Facility, in the event the Borrower fails to give, if applicable, a Conversion Notice with respect thereto specifying the Conversion of such Libor Loan on the last day of the applicable Interest Period into a Loan other than a Libor Loan (and provided a valid Repayment Notice has not been delivered to the Agent in respect thereof), such maturing Libor Loan shall be converted on the last day of the applicable Interest Period into a U.S. Base Rate Loan under the same Credit Facility as if a valid Conversion Notice had been given to the Agent by the Borrower pursuant to the provisions hereof.

(6) Notwithstanding any other provision of the Agreement, if at any time the alternate reference rate agreed upon to replace the Libor Rate shall be less than one (1%) percent, it shall be deemed to be one (1%) percent for the purposes of the Agreement.

(7) For certainty, upon the occurrence of a Libor Discontinuation Date, the U.S. Base Rate shall be determined without regard to subparagraph (c) of the definition thereof.

13.2 CDOR Rate Discontinuance

(1) If at any time the Agent determines (which determination shall be conclusive, absent manifest error) that:

• (a) an interest rate or discount rate is not ascertainable in the definition of "CDOR Rate" (for the purposes of this Section 13.2, "CDOR") and the inability to ascertain such rate is unlikely to be temporary;
• (b) the regulatory supervisor for the administrator of CDOR, the Bank of Canada, an insolvency official with jurisdiction over the administrator of CDOR, a resolution authority with jurisdiction over the administrator of CDOR, or a court or an entity

with similar insolvency or resolution authority over the administrator of CDOR, has made a public statement, or published information, stating that the administrator of CDOR, has ceased or will cease to provide CDOR, permanently or indefinitely on a specific date; provided that, at that time, there is no successor administrator that will continue to provide CDOR; or

(c) the administrator of CDOR or a Governmental Authority having jurisdiction over the Agent or the administrator of CDOR has made a public statement identifying a specific date after which CDOR shall no longer be made available, or used for determining the interest rate of loans or the discount rates for bankers' acceptances; provided that, at that time, there is no successor administrator that will continue to provide CDOR

(the date of determination or such specific date in the foregoing subparagraphs (a) through (c), the "CDOR Discontinuation Date"); or

(d) a rate other than CDOR has become a widely recognized benchmark rate to determine the discount rate for Bankers' Acceptances in the Canadian market,

then the Agent and the Borrower shall negotiate in good faith to select a replacement index rate for CDOR and make such spread adjustments thereto and other related amendments to this Agreement that shall give due consideration to the prevailing market practice for: (x) determining a rate of interest applicable to newly originated Canadian Dollar loans made in Canada at such time and for determining the discount rate for Canadian Dollar bankers' acceptances issued and accepted in Canada at such time, and (y) transitioning existing loans and bankers' acceptances from CDOR-based rates to loans bearing interest and bankers' acceptances with discount rates calculated with reference to the new reference index rate; provided that, to the extent reasonably practicable, the all-in rate paid by the Borrower under this Agreement based on such replacement index rate will be substantially equivalent to the all-in rate applicable to Bankers' Acceptances and BA Equivalent Advances made hereunder prior to the replacement of CDOR (excluding, for certainty, any differences resulting from changes to the Applicable Pricing Rate as a result of the fluctuation of the Fixed Charge Coverage Ratio).

(2) Upon an agreement being reached between the Agent and the Borrower pursuant to the immediately preceding paragraph, the Agent and the Borrower shall enter into an amendment to this Agreement that gives effect to the replacement index rate, adjustments to the Applicable Pricing Rate and such other related amendments as may be appropriate in the discretion of the Agent, acting reasonably, for the implementation and administration of Canadian Dollar loans bearing interest or bankers' acceptances with discount rates calculated with reference to the replacement index rate. Notwithstanding anything to the contrary in this Agreement (including Section 16.10) or any other Document, such amendment shall become effective at 5:00 p.m. (Calgary time) on the fifth Banking Day after a copy of the amendment is provided to the Lenders and without any further action or consent of any other party to this Agreement, unless the Agent

receives, on or before such date and time, a written notice from a Lender stating that such Lender objects to such amendment; provided that, if such replacement index rate agreed upon to replace CDOR shall be less than one (1%) percent, it shall be deemed to be one (1%) percent for the purposes of this Agreement.

(3) Until an amendment reflecting the transition to a new reference index rate becomes effective as contemplated by this Section, the discount rate applicable to each Drawdown, Conversion or Rollover of a Bankers' Acceptance or a BA Equivalent Advance shall continue to be calculated with reference to CDOR; provided that if the Agent determines (which determination shall be conclusive, absent manifest error) that a CDOR Discontinuation Date has occurred, then following the CDOR Discontinuation Date, until such time as an amending agreement adopting such a new reference index rate becomes effective as contemplated by this Section:

• (a) any requested Drawdown by way of, Conversion into, or Rollover of, a Bankers' Acceptance or a BA Equivalent Advance under a Credit Facility shall be deemed to be a request for a Canadian Prime Rate Loan in the same principal amount under the same Credit Facility; and
• (b) in respect of a maturing Bankers' Acceptance or a BA Equivalent Advance under a Credit Facility, in the event the Borrower fails to give, if applicable, a Conversion Notice with respect thereto specifying the Conversion of such Bankers' Acceptance or BA Equivalent Advance (on the maturity date thereof) into a Loan other than a Bankers' Acceptance or a BA Equivalent Advance (and provided a valid Repayment Notice has not been delivered to the Agent in respect thereof), such maturing Bankers' Acceptance or BA Equivalent Advance shall be converted on the maturity date thereof into a Canadian Prime Rate Loan under the same Credit Facility as if a valid Conversion Notice had been given to the Agent by the Borrower pursuant to the provisions hereof.

(4) For certainty, upon the occurrence of a CDOR Discontinuation Date, the Canadian Prime Rate shall be determined without regard to subparagraph (b) of the definition thereof.

13.3 Market Disruption Respecting Bankers' Acceptances

• If:
• (a) the Agent (acting reasonably) makes a determination, which determination shall be conclusive and binding upon the Borrower, and notifies the Borrower, that there no longer exists an active market for bankers' acceptances accepted by the Lenders; or

• (b) the Agent is advised by Lenders holding at least 35% of the Commitments by written notice (each, a "Lender BA Suspension Notice") that such Lenders have determined (in their sole discretion, acting in good faith) that the BA Discount Rate will not or does not accurately reflect the cost of funds of such Lenders or the

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discount rate which would be applicable to a sale of Bankers' Acceptances accepted by such Lenders in the market;

then:

• (c) the right of the Borrower to request Bankers' Acceptances or BA Equivalent Advances from any Lender shall be suspended until the Agent determines that the circumstances causing such suspension no longer exist, and so notifies the Borrower and the Lenders;
• (d) any outstanding Drawdown Notice requesting a Loan by way of Bankers' Acceptances or BA Equivalent Advances shall be deemed to be a Drawdown Notice requesting a Loan by way of Canadian Prime Rate Loans in the amount specified in the original Drawdown Notice;
• (e) any outstanding Conversion Notice requesting a Conversion of a Loan by way of Bankers' Acceptances or BA Equivalent Advances shall be deemed to be a Conversion Notice requesting a Conversion of such Loan into a Loan by way of Canadian Prime Rate Loans; and
• (f) any outstanding Rollover Notice requesting a Rollover of a Loan by way of Bankers' Acceptances or BA Equivalent Advances, shall be deemed to be a Conversion Notice requesting a Conversion of such Loans into a Loan by way of Canadian Prime Rate Loans.

The Agent shall promptly notify the Borrower and the Lenders of any suspension of the Borrower's right to request the Bankers' Acceptances or BA Equivalent Advances and of any termination of any such suspension. A Lender BA Suspension Notice shall be effective upon receipt of the same by the Agent if received prior to noon (Toronto time) on a Banking Day and if not, then on the next following Banking Day, except in connection with a Drawdown Notice, Conversion Notice or Rollover Notice previously received by the Agent, in which case the applicable Lender BA Suspension Notice shall only be effective with respect to such previously received Drawdown Notice, Conversion Notice or Rollover Notice if received by the Agent prior to noon (Toronto time) two Banking Days prior to the proposed Drawdown Date, Conversion Date or Rollover Date (as applicable) applicable to such previously received Drawdown Notice, Conversion Notice or Rollover Notice, as applicable.

13.4 Change in Law

(1) If the adoption of any applicable law, regulation, treaty or official directive (whether or not having the force of law) or any change therein or in the interpretation or application thereof by any court or by any Governmental Authority or any other entity charged with the

interpretation or administration thereof or compliance by a Lender with any request or direction (whether or not having the force of law) of any such court, Governmental Authority or other entity in each case after the date hereof:

• (a) subjects such Lender to, or causes the withdrawal or termination of a previously granted exemption with respect to, any Taxes (other than Excluded Taxes), or changes the basis of taxation of payments due to such Lender, or increases any existing Taxes (other than Excluded Taxes) on payments of principal, interest or other amounts payable by the Borrower to such Lender under this Agreement;
• (b) imposes, modifies or deems applicable any reserve, liquidity, special deposit, insurance charges, regulatory or similar requirement against assets or liabilities held by, or deposits in or for the account of, or loans by such Lender, or any acquisition of funds for loans or commitments to fund loans or obligations in respect of undrawn, committed lines of credit or in respect of Bankers' Acceptances accepted by such Lender;
• (c) imposes on such Lender or requires there to be maintained by such Lender any capital adequacy or liquidity or additional capital or liquidity requirements (including a requirement which affects such Lender's allocation of capital resources to its obligations) in respect of any Loan or obligation of such Lender hereunder, or any other condition with respect to this Agreement; or
• (d) directly or indirectly affects the cost or imposes any expense to such Lender of making available, funding or maintaining any Loan or otherwise imposes on such Lender any other condition or requirement affecting this Agreement or any Loan or any obligation of such Lender hereunder,

and the result of (a), (b), (c) or (d) above, in the sole determination of such Lender acting in good faith, is:

• (e) to increase the cost to such Lender of performing its obligations hereunder with respect to any Loan;
• (f) to reduce any amount received or receivable by such Lender hereunder or its effective return hereunder or on its capital in respect of any Loan or any Credit Facility; or
• (g) to cause such Lender to make any payment with respect to or to forego any return on or calculated by reference to, any amount received or receivable by such Lender hereunder with respect to any Loan or any Credit Facility,

such Lender shall determine that amount of money which shall compensate the Lender for such increase in cost, payments to be made or reduction in income or return or interest foregone (herein referred to as "Additional Compensation"). Upon a Lender having determined that it is entitled to Additional Compensation in accordance with the provisions of this Section, such Lender shall promptly so notify the Borrower and the Agent. The relevant Lender shall provide the Borrower and the Agent 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 such Lender setting forth the Additional Compensation and the basis of calculation therefor, which shall be conclusive evidence of such Additional Compensation in the absence of manifest error. The Borrower shall pay to such Lender within 10 Banking Days of the giving of such notice such Lender's Additional Compensation. Each of the Lenders shall be entitled to be paid such Additional Compensation from time to time to the extent that the provisions of this Section are then applicable notwithstanding that any Lender has previously been paid any Additional Compensation.

(2) Notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all regulations, requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith and (ii) all regulations, requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States, Canadian or other regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a "change in law" for the purposes of this Section 13.4, regardless of the date enacted, adopted or issued.

(3) Each Lender agrees that it will not claim Additional Compensation from the Borrower under Section 13.4(1) if it is not generally claiming similar compensation from its other customers in similar circumstances or in respect of any period greater than 3 months prior to the delivery of notice in respect thereof by such Lender, unless, in the latter case, the adoption, change or other event or circumstance giving rise to the claim for Additional Compensation is retroactive or is retroactive in effect.

13.5 Prepayment of Portion

In addition to the other rights and options of the Borrower hereunder and notwithstanding any contrary provisions hereof, if a Lender gives the notice provided for in Section 13.4 with respect to any Loan (an "Affected Loan"), the Borrower may, upon 2 Banking Days' notice to that effect given to such Lender and the Agent (which notice shall be irrevocable), either effect a Conversion in accordance with the provisions hereof (if such Conversion would reduce the applicable Additional Compensation) or prepay in full without penalty such Lender's Rateable Portion of the Affected Loan outstanding together with accrued and unpaid interest on the principal amount so prepaid up to the date of such prepayment, such Additional Compensation as may be

applicable to the date of such payment and all costs, losses and expenses incurred by such Lender by reason of the liquidation or re deployment of deposits or other funds or for any other reason whatsoever resulting from the repayment of such Affected Loan or any part thereof on other than the last day of the applicable Interest Period, and upon such payment being made that Lender's obligations to make such Affected Loans to the Borrower under this Agreement shall terminate.

13.6 Illegality

If a Lender determines, in good faith, that the adoption of any applicable law, regulation, treaty or official directive (whether or not having the force of law) or any change therein or in the interpretation or application thereof by any court or by any Governmental Authority or any other entity charged with the interpretation or administration thereof or compliance by a Lender with any request or direction (whether or not having the force of law) of any such authority or entity, now or hereafter makes it unlawful or impossible for any Lender to make, fund or maintain a Loan under any Credit Facility or to give effect to its obligations in respect of such a Loan, such Lender may, by written notice thereof to the Borrower and to the Agent declare its obligations under this Agreement in respect of such Loan to be terminated whereupon the same shall forthwith terminate, and the Borrower shall, within the time required by such law (or at the end of such longer period as such Lender at its discretion has agreed), either effect a Conversion of such Loan in accordance with the provisions hereof (if such Conversion would resolve the unlawfulness or impossibility) or prepay the principal of such Loan together with accrued interest, such Additional Compensation as may be applicable with respect to such Loan to the date of such payment and all costs, losses and expenses incurred by the Lenders by reason of the liquidation or re deployment of deposits or other funds or for any other reason whatsoever resulting from the repayment of such Loan or any part thereof on other than the last day of the applicable Interest Period. If any such change shall only affect a portion of such Lender's obligations under this Agreement which is, in the opinion of such Lender and the Agent, severable from the remainder of this Agreement so that the remainder of this Agreement may be continued in full force and effect without otherwise affecting any of the obligations of the Agent, the other Lenders or the Borrower hereunder, such Lender shall only declare its obligations under that portion so terminated.

13.7 Sanctions Laws Indemnity

In addition to any liability of the Borrower to any Lender or the Agent under any other provision hereof, the Borrower shall indemnify each Indemnified Party and hold each Indemnified Party harmless against all losses, claims, costs, damages or liabilities (including due to claims by a third party), incurred by an Indemnified Party as a result of any breach by the Borrower of its covenants and representation and warranties contained herein with respect to Sanctions Laws. No action taken by an Indemnified Party pursuant hereto, including the establishment of the Credit Facilities, the advance of funds or the issuance of any financial instruments hereunder or the processing of any payments or transactions, nor any action taken by the Borrower in relation

thereto, shall be deemed to be a waiver of any rights or any Indemnified Party under any provisions hereof related to Sanctions Laws nor shall they act to relieve the Borrower of its obligations or liabilities in relation thereto.

13.8 Effect of Benchmark Discontinuance Event

(1) Notwithstanding anything to the contrary in this Agreement or any other Document, at or promptly after a Benchmark Transition Determination, the Agent and the Borrower may amend this Agreement to replace the Libor Rate with an alternate benchmark rate (which may include Term SOFR, to the extent publicly available quotes of Term SOFR exist at the relevant time), including any Replacement Benchmark Spread, in each case giving due consideration to any evolving or then existing convention for similar U.S. Dollar denominated syndicated credit facilities for such alternative benchmarks and adjustments or any selection, endorsement or recommendation by the Relevant Governmental Body with respect to such facilities (any such proposed rate, together with the Replacement Benchmark Spread, a "Replacement Benchmark"), together with any proposed Replacement Benchmark Conforming Changes. Such Replacement Benchmark shall be applied in a manner consistent with market practice or, to the extent such market practice is not administratively feasible for the Agent, in a manner as otherwise reasonably determined by the Agent; provided that in no event shall such Replacement Benchmark be less than one (1%) percent for purposes of this Agreement.

(2) Any such amendment with respect to an event under clause (a) of the definition of "Benchmark Transition Determination" shall become effective at 5:00 p.m. on the fifth (5th) Banking Day after the Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Majority of the Lenders have delivered to the Agent written notice that such Majority of the Lenders do not accept such amendment. Any such amendment with respect to an event under clause (b) of the definition of "Benchmark Transition Determination" shall become effective on the date that Lenders comprising the Majority of the Lenders have delivered to the Agent written notice that such Majority of the Lenders accept such amendment. No replacement of the Libor Rate with a Replacement Benchmark pursuant to this Section 13.8 shall occur (i) prior to the applicable Benchmark Transition Start Date or (ii) prior to the effective date for such replacement, if any, specified in such amendment.

(3) The Agent will promptly notify the Borrower and each Lender of the occurrence of any Benchmark Unavailability Period. The Borrower may revoke any request for a Libor Loan of, conversion to or continuation of Libor Loans to be made, converted or continued during any Benchmark Unavailability Period and, if no such revocation is timely sent by the Borrower, the Borrower will be deemed to have converted any such request into a request for a Loan of or conversion to U.S. Base Rate Loans (subject to the next sentence). During any Benchmark Unavailability Period, the Libor Rate shall not be used in any determination of the U.S. Base Rate.

ARTICLE 14 COSTS, EXPENSES AND INDEMNIFICATION

14.1 Costs and Expenses

The Borrower shall pay, within 30 days after notice from the Agent, all reasonable out of pocket costs and expenses of the Lenders and the Agent, including travel expenses of Bank of Montreal in connection with the Documents and the establishment and initial syndication of the Credit Facilities, including in connection with preparation, printing, execution and delivery of this Agreement and the other Documents whether or not any Drawdown has been made hereunder, and also including the reasonable fees and out of pocket costs and expenses of Lenders' Counsel (on a solicitor-client full indemnity basis) with respect thereto and with respect to advising the Agent and the Lenders as to their rights and responsibilities under this Agreement and the other Documents. Except for ordinary expenses of the Lenders and the Agent relating to the day to day administration of this Agreement, the Borrower further agrees to pay within 30 days of demand by the Agent all reasonable out of pocket costs and expenses in connection with the preparation or review of waivers, consents and amendments pertaining to this Agreement, and in connection with the establishment of the validity and enforceability of this Agreement and the preservation or enforcement of rights of the Lenders and the Agent under this Agreement and other Documents, including all reasonable out of pocket costs and expenses sustained by the Lenders and the Agent as a result of any failure by the Borrower to perform or observe any of its obligations hereunder or in connection with any action, suit or proceeding relating thereto (whether or not an Indemnified Party is a party or subject thereto), together with interest thereon from and after such 30th day if such payment is not made by such time.

14.2 General Indemnity

In addition to any liability of the Borrower to any Lender or the Agent under any other provision hereof, the Borrower shall indemnify each Indemnified Party and hold each Indemnified Party harmless against any losses, claims, costs, damages or liabilities (including any expense or cost incurred in the liquidation and re deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out of pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of or in connection with the Credit Facilities or the Documents, including as a result of or in connection with:

(a) any cost or expense incurred by reason of the liquidation or re deployment in whole or in part of deposits or other funds required by any Lender to fund any Bankers' Acceptance or to fund or maintain any Loan as a result of the Borrower's failure to complete a Drawdown or to make any payment, repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder;

• (b) subject to permitted or deemed Rollovers and Conversions, the Borrower's failure to provide for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers' Acceptance on its maturity date;
• (c) the Borrower's failure to pay any other amount, including any interest or fee, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts);
• (d) the Borrower's repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period;
• (e) the prepayment of any outstanding Bankers' Acceptance before the maturity date of such Bankers' Acceptance;
• (f) the Borrower's failure to give any notice required to be given by it to the Agent or the Lenders hereunder;
• (g) the failure of the Borrower to make any other payment due hereunder;
• (h) any inaccuracy or incompleteness of the Borrower's representations and warranties contained in Article 9;
• (i) any failure of the Borrower to observe or fulfil its obligations under Article 10;
• (j) any failure of the Borrower to observe or fulfil its obligations under Section 5.4(4) hereof;
• (k) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or
• (l) the occurrence of any Default or Event of Default in respect of the Borrower,

provided that this Section shall not apply to any losses, claims, costs, damages or liabilities that arise by reason of the gross negligence or wilful misconduct of the Indemnified Party claiming indemnity hereunder. The provisions of this Section shall survive repayment of the Obligations.

14.3 Environmental Indemnity

The Borrower shall indemnify and hold harmless the Indemnified Parties forthwith on demand by the Agent from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including all reasonable out-of-pocket legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of

them in connection with each Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the Borrower or any other Loan Party, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the Borrower or any other Loan Party arising under any Environmental Laws as a result of the past, present or future operations of the Parent, the Borrower, Source US or any of their Subsidiaries (or any predecessor in interest to the Parent, the Borrower, Source US or any of their Subsidiaries) relating to the property of the Parent, the Borrower, Source US or any of their Subsidiaries, or the past, present or future condition of any part of the property of the Parent, the Borrower, Source US or any of their Subsidiaries owned, operated or leased by the Parent, the Borrower, Source US or any of their Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver manager or similar person appointed hereunder or under applicable law (collectively, the "Indemnified Third Party"); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder. The provisions of this Section shall survive the repayment of the Obligations.

For the purposes of providing the benefit of the indemnities contained in Section 14.2 in favour of the Indemnified Parties and Indemnified Third Parties which are not a party hereto, the applicable Lender or the Agent, as the case may be, shall, in addition to contracting on its own behalf, be deemed to be contracting as agent and trustee for and on behalf of such persons.

14.4 Judgment Currency

(1) If for the purpose of obtaining or enforcing judgment against the Borrower in any court in any jurisdiction, it becomes necessary to convert into any other currency (such other currency being hereinafter in this Section referred to as the "Judgment Currency") an amount due in Canadian Dollars under this Agreement, the conversion shall be made at the rate of exchange prevailing on the Banking Day immediately preceding:

• (a) the date of actual payment of the amount due, in the case of any proceeding in the courts of any jurisdiction that will give effect to such conversion being made on such date; or
• (b) the date on which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction (the date as of which such conversion is made pursuant to this Section being hereinafter in this Section referred to as the "Judgment Conversion Date").

(2) If, in the case of any proceeding in the court of any jurisdiction referred to in Section 14.4(1)(b), there is a change in the rate of exchange prevailing between the Judgment

Conversion Date and the date of actual payment of the amount due, the Borrower shall pay such additional amount (if any) as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of Canadian Dollars which could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date.

(3) Any amount due from the Borrower under the provisions of Section 14.4(2) shall be due as a separate debt and shall not be affected by judgment being obtained for any other amounts due under or in respect of this Agreement.

(4) The term "rate of exchange" in this Section 14.4 means the Exchange Rate.

14.5 Limits on Liability of Indemnified Parties

No Indemnified Party shall have any liability to the Parent, the Borrower, Source US or any of their Subsidiaries or any person asserting claims on behalf of, or in right of, the Parent, the Borrower, Source US or such Subsidiaries in connection with or as a result of the Credit Facilities, this Agreement or any other Document or any transaction contemplated hereby or thereby, except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Parent, the Borrower, Source US, any of their Subsidiaries or other person are determined by a final non appealable judgment of a court of competent jurisdiction to have (a) resulted solely by reason of the gross negligence or wilful misconduct of such Indemnified Party or (b) in respect only of a Lender, resulted from the intentional failure of such Lender to advance funds under its Commitment when all conditions precedent to a Drawdown have been satisfied. In any event, and notwithstanding the foregoing or any other provision hereof or of the other Documents to the contrary, no Indemnified Party shall be liable for any special, indirect, consequential or punitive damages in connection with or as a result of the Credit Facilities, this Agreement or any other Document or any transaction contemplated hereby or thereby.

ARTICLE 15 THE AGENT AND ADMINISTRATION OF THE CREDIT FACILITIES

15.1 Authorization and Action

(1) Each Lender irrevocably appoints and authorizes the Agent (which term includes, for the purposes of this Article 15 the Agent in its capacity as Agent, and any other person designated by the Agent to hold all or part of the Security from time to time for the benefit of the Agent, the Lenders, the Hedging Affiliates, and the Bank Product Providers) to exercise such powers, perform such duties, take such actions, make such decisions and determinations and give such consents under the Documents as are required to be exercised, performed, taken, made, given

or otherwise carried out by the Agent hereunder or under any other agreement between the Lenders (including, if applicable, Hedging Affiliates), together with all powers reasonably incidental thereto. As to any matters not expressly required by this Agreement, the other Documents or by any other agreement between the Lenders (including, if applicable, Hedging Affiliates) to be carried out by the Agent, the Agent is not required to exercise any discretion or take or to refrain from taking any action except upon the written instructions of the Majority of the Lenders. Notwithstanding anything to the contrary in this Agreement, the Agent shall not be required to exercise any discretion or to take or to refrain from taking any action in any manner which is contrary to the Documents, to any other agreement among the Lenders (including, if applicable, the Hedging Affiliates) or to Applicable Law. The Agent may execute any of its duties under this Agreement and the other Documents by or through agents or attorneys-in-fact (including the right of the Agent to nominate a US resident agent or trustee to hold and enforce the Documents), and shall be entitled to advice of counsel concerning all matters pertaining to such duties.

(2) The Lenders agree that all decisions as to actions to be or not to be taken, as to consents or waivers to be given or not to be given, as to determinations to be made and otherwise in connection with this Agreement and the Documents, shall be made upon the decision of the Majority of the Lenders except in respect of a decision or determination where it is specifically provided in this Agreement that "all of the Lenders", "all Lenders", "each of the Lenders" or "the Lenders" or words to similar effect, or the Agent alone, is to be responsible for same. Each of the Lenders shall be bound by and agrees to abide by and adopt all decisions made as aforesaid and covenants in all communications with the Borrower to act in concert and to join in the action, consent, waiver, determination or other matter decided as aforesaid.

(3) For certainty, the Agent is authorized to execute and deliver the Security and to perform its obligations under or in respect thereof.

15.2 Procedure for Making Loans

(1) The Agent shall make Loans available to the Borrower as required hereunder by debiting the account of the Agent to which the Lenders' Rateable Portions of such Loans have been credited in accordance with Section 2.12 (or causing such account to be debited) and, in the absence of other arrangements agreed to by the Agent and the Borrower in writing, by crediting the Borrower's Account or, at the expense of the Borrower, transferring (or causing to be transferred) like funds in accordance with the instructions of the Borrower as set forth in the Drawdown Notice, Rollover Notice or Conversion Notice, as the case may be, in respect of each Loan; provided that the obligation of the Agent hereunder to effect such a transfer shall be limited to taking such steps as are commercially reasonable to implement such instructions, which steps once taken shall constitute conclusive and binding evidence that such funds were advanced hereunder in accordance with the provisions relating thereto and the Agent shall not be liable for

any damages, claims or costs which may be suffered by the Borrower and occasioned by the failure of such Loan to reach the designated destination.

(2) Unless the Agent has been notified by a Lender at least one Banking Day prior to the Drawdown Date, Rollover Date or Conversion Date, as the case may be, requested by the Borrower that such Lender will not make available to the Agent its Rateable Portion of such Loan, the Agent may assume that such Lender has made or will make such portion of the Loan available to the Agent on the Drawdown Date, Rollover Date or Conversion Date, as the case may be, in accordance with the provisions hereof and the Agent may, but shall be in no way obligated to, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such Lender shall not have so made its Rateable Portion of a Loan available to the Agent, such Lender agrees to pay to the Agent forthwith on demand such Lender's Rateable Portion of the Loan and all reasonable costs and expenses incurred by the Agent in connection therewith together with interest thereon (at the rate payable hereunder by the Borrower in respect of such Loan or, in the case of funds made available in anticipation of a Lender remitting proceeds of a Bankers' Acceptance, at the rate of interest per annum applicable to Canadian Prime Rate Loans) for each day from the date such amount is made available to the Borrower until the date such amount is paid to the Agent; provided, however, that notwithstanding such obligation if such Lender fails to so pay, the Borrower covenants and agrees that, without prejudice to any rights the Borrower may have against such Lender, it shall repay such amount to the Agent forthwith after demand therefor by the Agent. The amount payable to the Agent pursuant hereto shall be set forth in a certificate delivered by the Agent to such Lender and the Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall be prima facie evidence thereof, in the absence of manifest error. If such Lender makes the payment to the Agent required herein, the amount so paid shall constitute such Lender's Rateable Portion of the Loan for purposes of this Agreement. The failure of any Lender to make its Rateable Portion of any Loan shall not relieve any other Lender of its obligation, if any, hereunder to make its Rateable Portion of such Loan on the Drawdown Date, Rollover Date or Conversion Date, as the case may be, but no Lender shall be responsible for the failure of any other Lender to make the Rateable Portion of any Loan to be made by such other Lender on the date of any Drawdown, Rollover or Conversion, as the case may be.

(3) Unless the Agent has been notified in writing by the Borrower at least one Banking Day prior to the date on which any payment to be made by the Borrower hereunder is due that the Borrower does not intend to remit such payment, the Agent may (but shall not be obligated to), in its discretion, assume that the Borrower has remitted such payment when so due and the Agent may, in its discretion and in reliance upon such assumption, make available to each Lender on such payment date an amount equal to the amount of such payment which is due to such Lender pursuant to this Agreement. If the Borrower does not in fact remit such payment to the Agent, the Agent shall promptly notify each Lender and each such Lender shall forthwith on demand repay to the Agent its Rateable Portion of the amount of such assumed payment made available to such Lender,

together with interest thereon until the date of repayment thereof at a rate determined by the Agent (such rate to be conclusive and binding on such Lender) in accordance with the Agent's usual banking practice for similar advances to financial institutions of like standing to such Lender.

15.3 Remittance of Payments

Except for amounts payable to the Agent for its own account, forthwith after receipt of any repayment pursuant hereto or payment of interest or fees pursuant to Article 5 or payment pursuant to Article 8, the Agent shall remit to each Lender its Rateable Portion of such payment; provided that, if the Agent, on the assumption that it will receive on any particular date a payment of principal, interest or fees hereunder, remits to a Lender its Rateable Portion of such payment and the Borrower fails to make such payment, each of the Lenders on receipt of such remittance from the Agent agrees to repay to the Agent forthwith on demand an amount equal to the remittance together with all reasonable costs and expenses incurred by the Agent in connection therewith and interest thereon at the rate and calculated in the manner applicable to the Loan in respect of which such payment is made, or, in the case of a remittance in respect of Bankers' Acceptances, at the rate of interest applicable to Canadian Prime Rate Loans for each day from the date such amount is remitted to the Lenders without prejudice to any right such Lender may have against the Borrower. The exact amount of the repayment required to be made by the Lenders pursuant hereto shall be as set forth in a certificate delivered by the Agent to each Lender, which certificate shall be conclusive and binding for all purposes in the absence of manifest error.

15.4 Redistribution of Payment

Each Lender agrees that:

• (a) if the Lender exercises any security against or right of counter claim, set off or banker's lien or similar right with respect to the property of the Borrower or any other Loan Party or if under any applicable bankruptcy, insolvency or other similar law it receives a secured claim and collateral for which it is, or is entitled to exercise any set off against, a debt owed by it to the Borrower or any other Loan Party, the Lender shall apportion the amount thereof proportionately between:
• (i) such Lender's Rateable Portion of all outstanding Obligations owing by the Borrower (including the face amounts at maturity of Bankers' Acceptances accepted by the Lenders), which amounts shall be applied in accordance with Section 15.4(b); and
• (ii) amounts otherwise owed to such Lender by the Borrower and the other Loan Parties,

provided that (i) any cash collateral account held by such Lender as collateral for a letter of credit or bankers' acceptance (other than a Bankers' Acceptance) issued or accepted by such Lender on behalf of the Borrower or any other Loan Party which is Permitted Debt may be applied by such Lender to such amounts owed by the Borrower or other Loan Party, as the case may be, to such Lender pursuant to such letter of credit or in respect of any such bankers' acceptance without apportionment and (ii) these provisions do not apply to:

• (A) a right or claim which arises or exists in respect of a loan or other debt in respect of which the relevant Lender holds a Security Interest which is a Permitted Encumbrance;
• (B) cash collateral provided, or the exercise of rights of counterclaim, set off or banker's lien or similar rights, in respect of account positioning arrangements for the Borrower and the any other Loan Parties provided by a Lender in the ordinary course of business or in respect of other cash management services provided by a Lender in the ordinary course of business;
• (C) any reduction in amounts owing by a Lender (or its Hedging Affiliates) to the Borrower or any other Loan Party upon the termination of Lender Financial Instruments entered into with the relevant Lender (or its Hedging Affiliates); or
• (D) any payment to which a Lender is entitled as a result of any credit derivative or other form of credit protection obtained by such Lender;
• (b) if, in the aforementioned circumstances, a Lender, through the exercise of a right, or the receipt of a secured claim described in Section 15.4(a) above or otherwise, receives payment of a proportion of the aggregate amount of Obligations due to it hereunder which is greater than the proportion received by any other Lender in respect of the aggregate Obligations due to the Lenders (having regard to the respective Rateable Portions of the Lenders), such Lender receiving such proportionately greater payment shall purchase, on a non recourse basis at par, and make payment for a participation (which shall be deemed to have been done simultaneously with receipt of such payment) in the outstanding Loans of the other Lender or Lenders so that their respective receipts shall be pro rata to their respective Rateable Portions; provided, however, that if all or part of such proportionately greater payment received by such purchasing Lender shall be recovered by or on behalf of the Borrower or any trustee, liquidator, receiver or receiver manager or person with analogous powers from the purchasing Lender,

such purchase shall be rescinded and the purchase price paid for such participation shall be returned to the extent of such recovery, but without interest unless the purchasing Lender is required to pay interest on such amount, in which case each selling Lender shall reimburse the purchasing Lender pro rata in relation to the amounts received by it. Such Lender shall exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section to share in the benefits of any recovery on such secured claims; and

(c) if a Lender does, or is required to do, any act or thing permitted by Section 15.4(a) or (b) above, it shall promptly provide full particulars thereof to the Agent.

15.5 Duties and Obligations

Neither the Agent nor any of its directors, officers, agents or employees (and, for purposes hereof, the Agent shall be deemed to be contracting as agent and trustee for and on behalf of such persons) shall be liable to the Lenders for any action taken or omitted to be taken by it or them under or in connection with this Agreement except for its or their own gross negligence or wilful misconduct. Without limiting the generality of the foregoing, the Agent:

• (a) may assume that there has been no assignment or transfer by any means by the Lenders of their rights hereunder, unless and until the Agent receives written notice of the assignment thereof from such Lender and the Agent receives from the assignee an executed Assignment Agreement providing, inter alia, that such assignee is bound hereby as it would have been if it had been an original Lender party hereto;
• (b) may consult with legal counsel (including receiving the opinions of Borrower's Counsel and Lenders' Counsel as required hereunder), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts;
• (c) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, cable, telecopier, telex, electronic mail or other electronic means of communication which may generate a written record thereof) believed by it to be genuine and signed or sent by the proper party or parties or by acting upon any representation or warranty of the Borrower made or deemed to be made hereunder;

• (d) may assume that no Default or Event of Default has occurred and is continuing unless it has actual knowledge to the contrary;

• (e) may rely as to any matters of fact which might reasonably be expected to be within the knowledge of any person upon a certificate signed by or on behalf of such person;

• (f) shall not be bound to disclose to any other person any information relating to the Borrower, any other Loan Party or any other person if such disclosure would or might in its opinion constitute a breach of any applicable law, be in default of the provisions hereof or be otherwise actionable at the suit of any other person; and
• (g) may refrain from exercising any right, power or discretion vested in it which would or might in its reasonable opinion be contrary to any applicable law or any directive or otherwise render it liable to any person, and may do anything which is in its reasonable opinion necessary to comply with such applicable law.

Further, the Agent (i) does not make any warranty or representation to any Lender nor shall it be responsible to any Lender for the accuracy or completeness of the representations and warranties of the Borrower herein or the data made available to any of the Lenders in connection with the negotiation of this Agreement, or for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (ii) shall not have any duty to ascertain or to enquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or to inspect the property (including the books and records) of the Borrower or any other Loan Party; and (iii) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any instrument or document furnished pursuant hereto.

15.6 Prompt Notice to the Lenders

Notwithstanding any other provision herein, the Agent agrees to provide to the Lenders, with copies where appropriate, all information, notices and reports required to be given to the Agent by the Borrower, promptly upon receipt of same, excepting therefrom information and notices relating solely to the role of Agent hereunder.

15.7 Agent's and Lenders' Authorities

With respect to its Commitments and the Drawdowns, Rollovers, Conversions and Loans made by it as a Lender, the Agent shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not the Agent. Subject to the express provisions hereof relating to the rights and obligations of the Agent and the Lenders in such capacities, the Agent and each Lender may accept deposits from, lend money to, and generally engage in any kind of business with the Borrower and any other Loan Party or any corporation or other entity owned or controlled by any of them and any person which may do business with any

of them without any duties to account therefor to the Agent or the other Lenders and, in the case of the Agent, all as if it was not the Agent hereunder.

15.8 Lender Credit Decision

It is understood and agreed by each Lender that it has itself been, and will continue to be, solely responsible for making its own independent appraisal of and investigations into the financial condition, creditworthiness, condition, affairs, status and nature of the Parent, the Borrower, Source US and each of their Subsidiaries. Each Lender represents to the Agent that it is engaged in the business of making and evaluating the risks associated with commercial revolving loans or term loans, or both, to corporations similar to the Borrower, that it can bear the economic risks related to the transaction contemplated hereby, that it has had access to all information deemed necessary by it in making such decision (provided that this representation shall not impair its rights against the Borrower) and that it is entering into this Agreement in the ordinary course of its commercial lending business. Accordingly, each Lender confirms with the Agent that it has not relied, and will not hereafter rely, on the Agent (i) to check or enquire on its behalf into the adequacy, accuracy or completeness of any information provided by the Borrower or any other person under or in connection with this Agreement or the transactions herein contemplated (whether or not such information has been or is hereafter distributed to such Lender by the Agent), or (ii) to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status or nature of the Borrower, Source US or any of their Subsidiaries. Each Lender acknowledges that a copy of this Agreement has been made available to it for review and each Lender acknowledges that it is satisfied with the form and substance of this Agreement. Each Lender hereby covenants and agrees that, subject to Section 15.4, it will not make any arrangements with the Borrower for the satisfaction of any Loans or other Obligations without the consent of all the other Lenders.

15.9 Indemnification of Agent

The Lenders hereby agree to indemnify the Agent (to the extent not reimbursed by the Borrower), on a pro rata basis in accordance with their respective Commitments as a proportion of the aggregate of all outstanding Commitments, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under or in respect of this Agreement in its capacity as Agent; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs expenses or disbursements resulting from the Agent's gross negligence or wilful misconduct. If the Borrower subsequently repays all or a portion of such amounts to the Agent, then the Agent shall reimburse the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) of the amounts received from the Borrower. Without limiting the generality of the

foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its portion (determined as above) of any out of pocket expenses (including counsel fees) incurred by the Agent in connection with the preservation of any rights of the Agent or the Lenders under, or the enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Agent is not reimbursed for such expenses by the Borrower.

15.10 Successor Agent

The Agent may, as hereinafter provided, resign at any time by giving 45 days' prior written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Lenders shall, after soliciting the views of the Borrower, have the right to appoint another Lender as a successor agent (the "Successor Agent") who shall be acceptable to the Borrower, acting reasonably. If no Successor Agent shall have been so appointed by the Lenders and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation, then the retiring Agent shall, on behalf of the Lenders, appoint a Successor Agent who shall be a Lender acceptable to the Borrower, acting reasonably. Upon the acceptance of any appointment as Agent hereunder by a Successor Agent, such Successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall thereupon be discharged from its further duties and obligations as Agent under this Agreement. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article shall continue to enure to its benefit as to any actions taken or omitted to be taken by it as Agent or in its capacity as Agent while it was Agent hereunder.

15.11 Taking and Enforcement of Remedies

Each of the Lenders hereby acknowledges that, to the extent permitted by applicable law, the remedies provided hereunder to the Lenders are for the benefit of the Lenders collectively and acting together and not severally and further acknowledges that its rights hereunder are to be exercised not severally, but collectively by the Agent upon the decision of the Majority of the Lenders regardless of whether acceleration was made pursuant to Section 12.2. Notwithstanding any of the provisions contained herein, each of the Lenders hereby covenants and agrees that it shall not be entitled to individually take any action with respect to any Credit Facility, including any acceleration under Section 12.2, but that any such action shall be taken only by the Agent with the prior written agreement or instructions of the Majority of the Lenders; provided that, notwithstanding the foregoing, if (i) the Agent, having been adequately indemnified against costs and expenses of so doing by the Lenders, shall fail to carry out any such instructions of a Majority of the Lenders, any Lender may do so on behalf of all Lenders and shall, in so doing, be entitled to the benefit of all protections given the Agent hereunder or elsewhere, and (ii) in the absence of instructions from the Majority of the Lenders and where in the sole opinion of the Agent the exigencies of the situation warrant such action, the Agent may without notice to or consent of the Lenders or any of them take such action on behalf of the Lenders as it deems appropriate or

desirable in the interests of the Lenders. Each of the Lenders hereby further covenants and agrees that upon any such written consent being given by the Majority of the Lenders, or upon a Lender or the Agent taking action as aforesaid, it shall cooperate fully with the Lender or the Agent to the extent requested by the Lender or the Agent in the collective realization including and, if applicable, the appointment of a receiver, or receiver and manager to act for their collective benefit. Each Lender covenants and agrees to do all acts and things and to make, execute and deliver all agreements and other instruments, including any instruments necessary to effect any registrations, so as to fully carry out the intent and purpose of this Section; and each of the Lenders hereby covenants and agrees that, subject to Section 5.7, Section 6.3, Section 15.4, Section 10.2(b) and Section 15.14, it has not heretofore and shall not seek, take, accept or receive any security for any of the obligations and liabilities of the Borrower hereunder or under any other document, instrument, writing or agreement ancillary hereto and shall not enter into any agreement with any of the parties hereto or thereto relating in any manner whatsoever to the Credit Facilities, unless all of the Lenders shall at the same time obtain the benefit of any such security or agreement.

With respect to any enforcement, realization or the taking of any rights or remedies to enforce the rights of the Lenders hereunder, the Agent shall be a trustee for each Lender, and all monies received from time to time by the Agent in respect of the foregoing shall be held in trust and shall be trust assets within the meaning of applicable bankruptcy or insolvency legislation and shall be considered for the purposes of such legislation to be held separate and apart from the other assets of the Agent, and each Lender shall be entitled to their Rateable Portion of such monies. In its capacity as trustee, the Agent shall be obliged to exercise only the degree of care it would exercise in the conduct and management of its own business and in accordance with its usual practice concurrently employed or hereafter instituted for other substantial commercial loans.

15.12 Reliance Upon Agent

The Borrower shall be entitled to rely upon any certificate, notice or other document or other advice, statement or instruction provided to it by the Agent pursuant to this Agreement, and the Borrower shall generally be entitled to deal with the Agent with respect to matters under this Agreement which the Agent is authorized to deal with without any obligation whatsoever to satisfy itself as to the authority of the Agent to act on behalf of the Lenders and without any liability whatsoever to the Lenders for relying upon any certificate, notice or other document or other advice, statement or instruction provided to it by the Agent, notwithstanding any lack of authority of the Agent to provide the same.

15.13 No Liability of Agent

The Agent shall have no responsibility or liability to the Borrower on account of the failure of any Lender to perform its obligations hereunder (unless such failure was caused, in whole or in part, by the Agent's failure to observe or perform its obligations hereunder), or to any Lender on account of the failure of the Borrower or any Lender to perform its obligations hereunder.

15.14 The Agent and Defaulting Lenders

(1) Each Defaulting Lender shall be required to provide to the Agent cash in an amount, as shall be determined from time to time by the Agent in its discretion, equal to all obligations of such Defaulting Lender to the Agent that are owing or may become owing or, in the case of contingent obligations under any outstanding Fronted LCs (after giving effect to the reallocation provisions in Section 16.2), may become owing to the Agent or the Fronting Lender, as applicable, pursuant to this Agreement, including such Defaulting Lender's obligation to pay its Rateable Portion of any indemnification, reimbursement or expense reimbursement amounts not paid by the Borrower. Such cash shall be held by the Agent in one or more cash collateral accounts, which accounts shall be in the name of the Agent and shall not be required to be interest bearing. The Agent shall be entitled to apply the foregoing cash in accordance with Section 15.14(3).

(2) In addition to the indemnity and reimbursement obligations noted in Section 15.9, the Lenders agree to indemnify the Agent (to the extent not reimbursed by the Borrower and without limiting the obligations of the Borrower hereunder) rateably according to their respective Rateable Portions (and in calculating the Rateable Portion of a Lender, ignoring the Commitments of Defaulting Lenders) any amount that a Defaulting Lender fails to pay the Agent and which is due and owing to the Agent pursuant to Section 15.9. Each Defaulting Lender agrees to indemnify each other Lender for any amounts paid by such Lender and which would otherwise be payable by the Defaulting Lender.

(3) The Agent shall be entitled to set off and/or withhold any Defaulting Lender's Rateable Portion of all payments received from the Borrower against such Defaulting Lender's obligations to make payments and fund Loans required to be made by it and to purchase participations required to be purchased by it in each case under this Agreement and the other Documents (provided that, notwithstanding the exercise of such set-off or withholding, the Borrower shall have been deemed to have made such payment to such Defaulting Lender for the purposes of this Agreement and the other Documents). To the extent permitted by Applicable Laws, the Agent shall be entitled to withhold and deposit in one or more non-interest bearing cash collateral accounts in the name of the Agent all amounts (whether principal, interest, fees or otherwise) received by the Agent and due to a Defaulting Lender pursuant to this Agreement, which amounts shall be used by the Agent:

• (a) first, to reimburse the Agent for any amounts owing to it by the Defaulting Lender pursuant to any Document;

• (b) second, to repay on a pro rata basis any (i) Loans made by a Lender pursuant to Article 16 in order to fund a shortfall created by a Defaulting Lender and, upon receipt of such repayment, each such Lender shall be deemed to have assigned to the Defaulting Lender such incremental portion of such Loans;

• (c) third, to cash collateralize all other contingent obligations of such Defaulting Lender to the Agent, in its capacity as Agent or the Fronting Lender owing pursuant to this Agreement in such amount as shall be determined from time to time by the Agent in its discretion, including such Defaulting Lender's obligation to pay its Rateable Portion of any indemnification or expense reimbursement amounts not paid by the Borrower; and

• (d) fourth, to fund from time to time the Defaulting Lender's Rateable Portion of Loans.

(4) For greater certainty and in addition to the foregoing, neither the Agent nor any of its Affiliates nor any of their respective shareholders, officers, directors, employees, agents or representatives shall be liable to any Lender (including a Defaulting Lender) for any action taken or omitted to be taken by it in connection with amounts payable by the Borrower to a Defaulting Lender and received and deposited by the Agent in a cash collateral account and applied in accordance with the provisions of this Agreement, save and except for the gross negligence or wilful misconduct of the Agent as determined by a final non-appealable judgment of a court of competent jurisdiction.

15.15 Article for Benefit of Agent and Lenders

The provisions of this Article 15 which relate to the rights and obligations of the Lenders to each other or to the rights and obligations between the Agent and the Lenders shall be for the exclusive benefit of the Agent and the Lenders, and, except to the extent provided in Sections 15.1, 15.2, 15.6, 15.10, 15.11, 15.12, 15.13, 15.14 and this Section 15.15, the Borrower shall not have any rights or obligations thereunder or be entitled to rely for any purpose upon such provisions. Any Lender may waive in writing any right or rights which it may have against the Agent or the other Lenders hereunder without the consent of or notice to the Borrower.

15.16 No Partnership

Nothing in this Agreement and no action taken by either the Agent or any of the Lenders pursuant hereto is intended to constitute or shall be deemed to constitute the Agent and the Lenders (or any of them) as a partnership, joint venture, association or other similar type entity.

ARTICLE 16 GENERAL

16.1 Exchange and Confidentiality of Information

(1) The Borrower agrees that the Agent and each Lender may provide any assignee or participant or any bona fide prospective assignee or participant pursuant to Sections 16.6 or 16.7 with any information concerning the Parent, the Borrower, Source US and each of their

Subsidiaries provided such party agrees in writing with the Agent or such Lender for the benefit of the Borrower to be bound by a like duty of confidentiality to that contained in this Section.

(2) Each of the Agent and the Lenders acknowledges the confidential nature of the financial, operational and other information and data provided and to be provided to them by the Borrower pursuant to the Documents (the "Information") and agrees to use all reasonable efforts to prevent the disclosure thereof provided, however, that:

• (a) the Agent and each of the Lenders may disclose all or any part of the Information if, in their reasonable opinion, such disclosure is required in connection with any actual or threatened judicial, administrative or governmental proceedings including proceedings initiated under or in respect of this Agreement;
• (b) the Agent and each of the Lenders shall incur no liability in respect of any Information required to be disclosed by any applicable law or regulation, or by applicable treaty, order, policy or directive having the force of law, to the extent of such requirement;
• (c) the Agent and each Lender may disclose the Information to any Governmental Authority (including any self-regulatory agency or authority) having jurisdiction over it (i) upon the request thereof or (ii) where it considers such disclosure to be required, acting reasonably;
• (d) the Agent and each Lender may provide any Affiliate thereof with the Information to the extent reasonably required to be disclosed thereto; provided that each such Affiliate shall be under a like duty of confidentiality to that contained in this Section 16.1 and further provided that the Agent or the Lender, as the case may be, providing the Information shall be responsible for any breach by its Affiliate of the aforementioned like duty of confidentiality;
• (e) the Agent and each of the Lenders may provide Lenders' Counsel and their other agents and professional advisors with any Information; provided that such persons shall be under a like duty of confidentiality to that contained in this Section;
• (f) the Agent and each of the Lenders shall incur no liability in respect of any Information: (i) which is or becomes readily available to the public (other than by a breach hereof) or which has been made readily available to the public by the Parent, the Borrower, Source US or any of their Subsidiaries, (ii) which the Agent or the relevant Lender can show was, prior to receipt thereof from the Borrower, lawfully in the Agent's or Lender's possession and not then subject to any obligation on its part to the Borrower to maintain confidentiality, or (iii) which the Agent or the relevant Lender received from a third party who was not, to the knowledge of

the Agent or such Lender, under a duty of confidentiality to the Borrower at the time the information was so received;

• (g) the Agent and each of the Lenders may disclose the Information to (i) any of their respective Affiliates and (ii) other financial institutions and other persons in connection with the syndication by the Agent or Lenders of the Credit Facilities, the assignment by a Lender of the Credit Facilities, or the granting by a Lender of a participation in the Credit Facilities, in each case, where such Affiliate or financial institution or other person agrees to be under a like duty of confidentiality to that contained in this Section; and
• (h) the Agent and each of the Lenders may disclose all or any part of the Information so as to enable the Agent and the Lenders to initiate any lawsuit against the Borrower or to defend any lawsuit commenced by the Borrower the issues of which touch on the Information, but only to the extent such disclosure is necessary to the initiation or defense of such lawsuit.

(3) Notwithstanding anything in this Agreement, the Borrower agrees that the Agent and each Lender may provide Information to any of the Senior Secured Noteholders provided such Senior Secured Noteholders agree in writing with the Agent or such Lender for the benefit of the Borrower to be bound by a like duty of confidentiality to that contained in this Section 16.1. For certainty, the Agent, Lenders and Senior Secured Noteholders may freely discuss with each other, and freely disclose to each other, any information pertaining to the business and affairs of the Loan Parties, the Documents or the Senior Secured Documents.

16.2 Nature of Obligation under this Agreement; Defaulting Lenders

(1) The obligations of each Lender and of the Agent under this Agreement are several. The failure of any Lender to carry out its obligations hereunder shall not relieve the other Lenders, the Agent or the Borrower of any of their respective obligations hereunder.

(2) Subject to and without derogating from the operation of Section 15.14 and this Section 16.2, neither the Agent nor any Lender shall be responsible for the obligations of any other Lender hereunder.

(3) Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a) the standby fees payable pursuant to Section 5.6 shall cease to accrue on the unused portion of the Commitment of such Defaulting Lender;

• (b) a Defaulting Lender shall not be included in determining whether, and the Commitment and the Rateable Portion of the Outstanding Principal of such Defaulting Lender shall not be included in determining whether all Lenders or the Majority of the Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 16.10), provided that any waiver or amendment requiring the consent of all Lenders or each affected Lender that (i) materially and adversely affects such Defaulting Lender in a manner that differs in any material respect from its application to other affected Lenders, (ii) increases the Commitment of such Defaulting Lender, (iii) extends the Maturity Date applicable to such Defaulting Lender, (iv) decreases the Applicable Pricing Rate applicable to such Defaulting Lender or (v) postpones, reduces or waives any principal payment due to such Defaulting Lender hereunder shall in each case require the consent of such Defaulting Lender; and
• (c) for the avoidance of doubt, the Borrower shall retain and reserve its other rights and remedies respecting each Defaulting Lender.

(4) If the Agent has actual knowledge that a Lender is a Defaulting Lender at the time that the Agent receives (a) a Drawdown Notice, (b) a Rollover Notice that relates to a Fronted LC, or (c) a Conversion Notice that will result in a currency conversion, then each other Lender under the applicable Credit Facility (each a "Non-Defaulting Lender") shall fund its Rateable Portion of such affected Loan (and, in calculating such Rateable Portion, the Agent shall ignore the Commitment of each such Defaulting Lender); provided that, for certainty, no Lender shall be obligated by this Section to make or provide Loans in excess of its Commitment under such Credit Facility. If the Agent acquires actual knowledge that a Lender is a Defaulting Lender at any time after the Agent receives (a) a Drawdown Notice, (b) a Rollover Notice that relates to a Fronted LC, or (c) a Conversion Notice that will result in a currency conversion, then the Agent shall promptly notify the Borrower that such Lender is a Defaulting Lender (and such Lender shall be deemed to have consented to such disclosure). Each Defaulting Lender agrees to indemnify each other Lender for any amounts paid by such Lender under this Section 16.2(4) and which would otherwise have been paid by the Defaulting Lender if its Commitment under the applicable Credit Facility had been included in determining the Rateable Portions of such affected Loans.

(5) If any Fronted LC is outstanding at the time that a Lender becomes a Defaulting Lender then:

(a) all or any part of such Defaulting Lender's Rateable Portion of such Fronted LC shall be re-allocated among the Non-Defaulting Lenders in accordance with their respective Rateable Portions; provided that such re-allocation may only be effected if and to the extent that (i) such re-allocation would not cause any Non-Defaulting

Lender's Rateable Portion of all Loans to exceed its applicable Commitment and (ii) the conditions precedent in Section 3.2 are satisfied at such time;

• (b) if the re-allocation described in clause (a) above cannot be effected, or can only partially be effected, then such Defaulting Lender shall, within one Banking Day following notice by the Agent, provide cash collateral for such Defaulting Lender's Rateable Portion of such Letter of Credit (after giving effect to any partial reallocation pursuant to clause (a) above) in accordance with the procedures set forth in Section 15.14 for so long as such Letter of Credit is outstanding; and
• (c) if the Rateable Portions of the Non-Defaulting Lenders are re-allocated pursuant to this Section 16.2(5), then the issuance fees payable to the Lenders pursuant to Section 7.8 shall be adjusted to give effect to such re-allocations in accordance with each such Non-Defaulting Lender's Rateable Portions.

(6) So long as any Lender is a Defaulting Lender, the Fronting Lender shall not be required to issue, amend or increase any Fronted LC unless the Fronting Lender is satisfied that the related exposure will be 100% covered by the Commitments of the Non-Defaulting Lenders and/or is 100% cash collateralized in accordance with Section 2.17(2) and participating interests in any such newly issued or increased Letter of Credit shall be allocated among Non-Defaulting Lenders in a manner consistent with Section 16.2(4) or Section 16.2(5)(a) as applicable (and the Defaulting Lenders shall not participate therein).

(7) If any Lender shall cease to be a Defaulting Lender, then, upon becoming aware of the same, the Agent shall notify the Non-Defaulting Lenders and (in accordance with the written direction of the Agent) such Lender (which has ceased to be a Defaulting Lender) shall purchase, and the Non-Defaulting Lenders shall on a rateable basis sell and assign to such Lender, portions of such Loans equal in total to such Lender's Rateable Portion thereof without regard to Section 16.2(4).

(8) Each Defaulting Lender hereby indemnifies the Borrower for any losses, claims, costs, damages or liabilities (including reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the Borrower as a result of such Defaulting Lender failing to comply with the terms of this Agreement including any failure to fund its portion of any Loans required to be made by it hereunder.

(9) The Borrower shall have the right, at its option, to (i) replace Defaulting Lenders under the Credit Facilities (by causing them to assign their rights and interests under the Credit Facilities to additional financial institutions which have agreed to become Lenders or by increasing the Commitments of existing Lenders under the Credit Facilities with, in the latter case, the consent of such increasing Lenders, or any combination thereof), (ii) repay the Obligations outstanding to Defaulting Lenders under the Credit Facilities and cancelling their Commitments (without

corresponding repayment to other Lenders), or (iii) any combination of the foregoing; provided that increases in the Commitments of existing Lenders and the addition of new financial institutions as Lenders shall require the consent of the Agent, such consent not to be unreasonably withheld.

(10) In order to give effect to the provisions of Section 16.2(9) (but subject to such provisions), the Borrower may, from time to time:

• (a) require any Defaulting Lender to assign all of its rights, benefits and interests under the Documents, its Commitments and its Rateable Portion of all Loans and other Obligations (collectively, the "Defaulting Lender's Assigned Interests") to (i) any other Lenders which have agreed to increase their Commitments and purchase the Defaulting Lender's Assigned Interests, and (ii) to third party financial institutions selected by the Borrower. The Borrower shall provide the Agent with 10 Banking Days' prior written notice of its desire to proceed under this Section. The assignment of the Defaulting Lender's Assigned Interests shall be effective upon: (w) execution and delivery of assignment documentation satisfactory to the relevant Defaulting Lender the assignee, the Borrower and the Agent (each acting reasonably); (x) upon payment to the relevant Defaulting Lender, by the relevant assignee of an amount equal to such Lender's Rateable Portion of all Loans being assigned and all accrued but unpaid interest and fees hereunder in respect of those portions of the Loans and Commitments being assigned; (y) upon payment by the relevant assignee to the applicable Agent (for the applicable Agent's own account) of the transfer fee contemplated in Section 16.6; and (z) upon provision satisfactory to the Defaulting Lender (acting reasonably) being made for payment at maturity of outstanding Bankers' Acceptances accepted by it. Upon such assignment and transfer, the assigning Defaulting Lender shall have no further right, interest, benefit or obligation in respect of the Defaulting Lender's Assigned Interests (except as provided in Section 7.8(3)) and the assignee thereof shall succeed to the position of such Lender as if the same was an original party hereto in the place and stead of such Defaulting Lender; for such purpose, the assignee shall execute and deliver an Assignment Agreement and such other documentation as may be reasonably required by the Agent and the Borrower to confirm its agreement to be bound by the provisions hereof as a Lender and to give effect to the foregoing; and
• (b) to the extent that the Borrower has not caused any Defaulting Lender to assign its rights, benefits and interests to another Lender or other financial institution as provided in paragraph (a) above, repay to such Defaulting Lender at any time while such Lender continues to be a Defaulting Lender, all such Lender's Rateable Portion of all Loans outstanding under the Credit Facilities, together with all accrued but unpaid interest and fees thereon and with respect to its Commitments, without

making corresponding repayment to the other Lenders and, upon such repayment and provision satisfactory to the relevant Defaulting Lender, (acting reasonably) being made for payment at maturity of all outstanding Bankers' Acceptances accepted by such Lender and the Borrower may cancel such Lender's Commitments. Upon completion of the foregoing, such Defaulting Lender shall have no further right, interest, benefit or obligation in respect of the Credit Facilities (except as provided in Section 7.8(3)) and each Credit Facility shall be reduced by the amount of such Lender's cancelled Commitment thereunder.

16.3 Notices

Any demand, notice or communication to be made or given hereunder shall be in writing and may be made or given by personal delivery or by transmittal by telecopy or other electronic means of communication addressed to the respective parties as follows:

(a) To the Borrower:

Source Energy Services Canada LP 500, 438 - 11 Avenue S.E. Calgary, Alberta T2G 0Y4

Attention: Chief Executive Officer Facsimile: (403) 800-9101

(b) In the case of each notice or communication to the Agent in respect of Drawdown Notices, Conversion Notices, Rollover Notices and Repayment Notices, to the Agent:

Bank of Montreal BMO Financial Group, Corporate & Commercial Lending Operations 234 Simcoe Street, 3rd Floor Toronto, ON M5T 1T4

Attention: Manager, Agent Bank Services Facsimile: (416) 598-6218

with a copy to:

Bank of Montreal

12th Floor 525 8th Avenue S.W. Calgary, AB T2P 1G1

Attention: Managing Director, Canadian Commercial Banking – Diversified Industries Facsimile: (403) 234-1688

(c) In the case of each demand, notice or communication to the Agent other than Drawdown Notices, Conversion Notices, Rollover Notices and Repayment Notices, to:

Bank of Montreal 234 Simcoe Street, 3rd Floor Toronto, ON M5T 1T4

Attention:	Ruth Bengo, Agency Deal Specialist
Email:	Ruth.Bengo@BMO.com

with a copy to:

Bank of Montreal 12th Floor 525 8th Avenue S.W. Calgary, AB T2P 1G1

Attention: Managing Director, Canadian Commercial Banking – Diversified Industries Facsimile: (403) 234-1688

(d) To each Lender: As set forth in the most recent administrative questionnaire or other written notification provided to the Agent by such Lender (a copy of which shall be provided to the Borrower upon request to the Agent),

or to such other address or telecopy number as any party may from time to time notify the others in accordance with this Section. Any demand, notice or communication made or given by personal delivery or by telecopier or other electronic means of communication during normal business hours at the place of receipt on a Banking Day shall be conclusively deemed to have been made or given at the time of actual delivery or transmittal, as the case may be, on such Banking Day. Any demand, notice or communication made or given by personal delivery or by telecopier or other

electronic means of communication after normal business hours at the place of receipt or otherwise than on a Banking Day shall be conclusively deemed to have been made or given at 9:00 a.m. (Calgary time) on the first Banking Day following actual delivery or transmittal, as the case may be.

16.4 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein, without prejudice to or limitation of any other rights or remedies available under the laws of any jurisdiction where property or assets of the Borrower or any other Loan Party may be found.

16.5 Benefit of the Agreement

This Agreement shall enure to the benefit of and be binding upon the Borrower, the Lenders, the Agent and their respective successors and permitted assigns.

16.6 Assignment

The Borrower shall not assign its rights or obligations hereunder without the prior consent of all of the Lenders. A Lender may, at such Lender's sole cost and expense, with the prior consent of the Agent and the Fronting Lender, such consents not to be unreasonably withheld or delayed, sell, assign or otherwise transfer in whole or in part, or grant a participation in (without the consent of the Borrower), its rights and obligations under this Agreement and the other Documents to a Canadian financial institution where any such assignment is for a minimum Commitment of Cdn.\$5,000,000 under each Credit Facility and the Lender retains a Commitment of at least Cdn.\$5,000,000 under each Credit Facility where the assignment is for less than its entire Commitment under such Credit Facility. Upon any assignment by a Lender to an assignee in accordance with the foregoing provisions of this Section 16.6 (a "Permitted Assignee"), the Permitted Assignee shall, to the fullest extent permitted by Applicable Law, have the same rights and benefits hereunder and under the other Documents and the same continuing obligations as it would have if it were such Lender hereunder; provided, however that the Agent and the Borrower shall be entitled to continue to deal solely and directly with the assignor Lender in connection with the interests so assigned unless and until such assignee becomes a Lender pursuant to an Assignment Agreement executed by such assignee, the relevant assignor Lender and the Agent. Upon (i) such execution of such Assignment Agreement, (ii) delivery of an executed copy thereof to the Borrower and the Agent, (iii) payment by such assignee Lender to such assignor Lender of an amount equal to the purchase price agreed between such assignor Lender and such assignee Lender, and (iv) payment by the assignor Lender of Cdn.\$3,500 to the Agent, such assignor Lender shall be released from its obligations hereunder to the extent of such assignment and such assignee Lender shall for all purposes be a Lender party to this Agreement and shall have all the rights and obligations of the Lender under this Agreement to the same extent as if it were an original party

hereto, and no further consent or action by the Borrower, the Lenders or the Agent shall be required. Such Assignment Agreement shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such assignee Lender as a Lender and the resulting adjustment of the Commitments arising from the purchase by such assignee Lender of all or a portion of the Loans, the face amount of Bankers' Acceptances and commitment of such assignor Lender.

16.7 Participations

Nothing in Section 16.6 shall restrict a Lender from the sale of participations in all or any part of the Commitments and such Lender's Rateable Portion of Loans made or to be made by it; provided that any increased costs to the Borrower (including as a result of requiring the Borrower to may any payments of withholding taxes) as a result of any such participation shall be for the sole account of such Lender and that the selling Lender shall continue to be obligated as a Lender hereunder in all respects notwithstanding any such participation. The selling Lender shall act on behalf of all of its participants in all dealings with the Borrower in respect of the Credit Facilities and no person who acquires a participation shall have any voting or consent rights with respect to any matter requiring the Lender's consent hereunder. A person who acquires a participation in Loans hereunder shall have no standing as a Lender under the Documents and shall not acquire as a result thereof any rights or benefits under any of the Documents in relation to the Borrower and the other Loan Parties.

16.8 Severability

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

16.9 Whole Agreement

This Agreement and the other Documents constitute the whole and entire agreement between the parties hereto regarding the subject matter hereof and thereof and cancel and supersede any prior agreements (including any commitment letters), undertakings, declarations, commitments, representations, written or oral, in respect thereof.

16.10 Amendments and Waivers

Any provision of this Agreement may be amended only if the Borrower and the Majority of the Lenders so agree in writing and, except as otherwise specifically provided herein, may be waived only if the Majority of the Lenders so agree in writing, but:

• (a) an amendment or waiver which changes or relates to (i) the Loans available hereunder (or decreases in the periods of notice for Drawdowns, Conversions, Rollovers or voluntary prepayment of Loans) or any Lender's Commitment, (ii) decreases in the rates of or deferral of the dates of payment of interest, Bankers' Acceptance or Letter of Credit fees, or mandatory repayments of principal, (iii) decreases in the amount of or deferral of the dates of payment of fees hereunder (other than fees payable for the account of Agent or the Fronting Lender, which may be decreased with the written agreement of the Agent or the Fronting Lender, as the case may be), (iv) the definition of "Majority of the Lenders", (v) any provision hereof contemplating or requiring consent, approval or agreement of "all Lenders", "all of the Lenders", "the Lenders", "each of the Lenders" or similar expressions or permitting waiver of conditions or covenants or agreements by "all Lenders", "all of the Lenders", "the Lenders", "each of the Lenders" or similar expressions (in each case rather than the consent, approval or agreement of the "Majority of the Lenders"), (vi) Sections 2.2, 2.3, 2.16, 2.19, or 2.21, (vii) the definition of "Event of Default", (viii) the release or discharge of, or any material amendment or waiver of, any Security, other than as expressly provided for in this Agreement, (ix) the conditions precedent to Drawdowns, or (x) this Section, shall require the agreement or waiver of all the Lenders and also (in the case of an amendment) of the other parties hereto; and
• (b) an amendment or waiver which changes or relates to the rights and/or obligations of the Agent shall also require the agreement of the Agent thereto.

Any such waiver and any consent by the Agent, any Lender, the Majority of the Lenders or all of the Lenders under any provision of this Agreement must be in writing and may be given subject to any conditions thought fit by the person giving that waiver or consent. Any waiver or consent shall be effective only in the instance and for the purpose for which it is given.

16.11 Further Assurances

The Borrower, the Lenders and the Agent shall promptly cure any default by it in the execution and delivery of this Agreement, the other Documents or any of the agreements provided for hereunder to which it is a party. Upon request by the Agent (acting reasonably), the Borrower, at its expense, shall promptly execute and deliver to the Agent all such other and further deeds, agreements, opinions, certificates, instruments, affidavits, registration materials and other documents reasonably necessary for the Borrower's compliance with, or accomplishment of the covenants and agreements of the Borrower hereunder or more fully to state the obligations of the Borrower as set out herein or to make any registration, recording, file any notice or obtain any consent, all as may be reasonably necessary or appropriate in connection therewith (except to the extent otherwise provided in this Agreement).

16.12 Attornment

The parties hereto each hereby attorn and submit to the non-exclusive jurisdiction of the courts of the Province of Alberta in regard to legal proceedings relating to the Documents. For the purpose of all such legal proceedings, this Agreement shall be deemed to have been performed in the Province of Alberta and the courts of the Province of Alberta shall have jurisdiction to entertain any action arising under this Agreement. Notwithstanding the foregoing, nothing in this Section shall be construed nor operate to limit the right of any party hereto to commence any action relating hereto in any other jurisdiction, nor to limit the right of the courts of any other jurisdiction to take jurisdiction over any action or matter relating hereto.

16.13 Time of the Essence

Time shall be of the essence of this Agreement.

16.14 Credit Agreement Governs

In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the other Documents, the provisions of this Agreement, to the extent of the conflict or inconsistency, shall govern and prevail.

16.15 Anti-Money Laundering Laws

(1) The Borrower acknowledges that, pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA) and other applicable anti-money laundering, anti-terrorist financing, government sanction and "know your client" Applicable Laws, whether within Canada, the United States of America or elsewhere (collectively, including any guidelines or orders thereunder, "Anti-Money Laundering Laws"), the Lenders and the Agent may be required to obtain, verify and record information regarding the Borrower and the other Loan Parties who have granted Security and their directors, authorized signing officers, direct or indirect shareholders or other persons in control of the Borrower and the other Loan Parties who have granted Security, and the transactions contemplated hereby. The Borrower shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Lender or the Agent, or any prospective assignee of a Lender or the Agent, in order to comply with any applicable Anti-Money Laundering Laws, whether now or hereafter in existence.

(2) If, upon the written request of any Lender, the Agent has ascertained the identity of the Borrower and the other Loan Parties which have granted Security or any authorized signatories of such a person for the purposes of applicable Anti-Money Laundering Laws on such Lender's behalf, then the Agent:

• (a) shall be deemed to have done so as an agent for such Lender, and this Agreement shall constitute a "written agreement" in such regard between such Lender and the Agent within the meaning of applicable Anti-Money Laundering Laws; and
• (b) shall provide to such Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness.

(3) Notwithstanding the foregoing, each of the Lenders agrees that the Agent has no obligation to ascertain the identity of the Borrower and the other Loan Parties which have granted Security or any authorized signatories of such a person, on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any such person or any such authorized signatory in doing so.

16.16 Platform

(1) The Borrower agrees that the Agent may, but shall not be obligated to, make the Communications (as defined below) available to the Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system (the "Platform").

(2) The Platform is provided "as is" and "as available." The Agent Parties do not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or the Platform. In no event shall the Agent or any of its Affiliates (collectively, the "Agent Parties") have any liability to the Borrower or any other Loan Party which has granted Security, any Lender or any other person for damages of any kind, including direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the Parent's, the Borrower's, Source US's, any of their Subsidiaries', any other Affiliate who has granted Security or the Agent's transmission of communications through the Platform. "Communications" means, collectively, any notice, demand, communication, information, document or other material that the Borrower or any other Loan Party which has granted Security provides to the Agent pursuant to any Document or the transactions contemplated therein which is distributed to the Agent or any Lender by means of electronic communications pursuant to this Section 16.16, including through the Platform.

16.17 USA Patriot Act

The Agent hereby notifies the Borrower and the other Loan Parties that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the "Patriot Act") it is required to obtain, verify and record information that identifies the

Borrower and the other Loan Parties, which information includes the name and address of such person and other information that will allow the Agent and the Lenders to identify each person in accordance with the Patriot Act.

16.18 Liability of Limited Partners

The Borrower is a limited partnership formed under the laws of the Province of Alberta of which a limited partner thereof is only liable for any of its debts or any of its obligations to the extent of the amount that such limited partner has contributed or agreed to contribute to the capital of the Borrower.

16.19 Financial Assistance under Business Corporations Act (Alberta)

The Borrower hereby consents to the grant from time to time by each other Loan Party of Security Interests and other rights or claims to and in favour of the Agent, the Lenders, the Hedging Affiliates and the Bank Product Providers pursuant to or in connection with this Agreement and the other Documents.

16.20 Counterparts

This Agreement and each other Document may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or by sending a scanned copy by electronic mail shall be effective as delivery of manually executed counterpart of this Agreement.

16.21 Electronic Execution

Without limiting Section 16.20 hereof, the words "execution", "signed", "signature" and words of like import in this Agreement, any Assignment Agreement or any other Document shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Laws, including Parts 2 and 3 of the personal Information Protection and Electronic Documents Act (Canada) and other similar federal or provincial laws based on the Uniform Electronic Commerce Act of the Uniform Law Conference of Canada or its Uniform Electronic Evidence Act, as the case may be.

[The remainder of this page has been intentionally left blank]

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first written above.

SOURCE ENERGY SERVICES CANADA LP, by its general partner, SOURCE ENERGY SERVICES CANADA LP GP

iie: " Title: By: _____________

Name: Title:

Signature Page to Fifth Amended and Restated Credit Agreement

LENDERS:

BANK OF MONTREAL, as Lender

By: Name: Title:

By: Jesse Agassiz

Name: Title: Jesse Agassiz Senior Manager

Signature Page to Fifth Amended and Restated Credit Agreement

LENDERS:

SCOTIABANK ASSET FINANCE, A DIVISION OF THE BANK OF NOVA SCOTIA, as Lender

By:

Name: Title: Andrew Wright Director

By:

Name: Title: Michael Ho Relationship Manager

Signature Page to Fifth Amended and Restated Credit Agreement

BANK OF MONTREAL,

in its capacity as the Agent

By: Name: Title:

By: Name: Jesse Agassiz

Title: Jesse Agassiz Senior Manager

SCHEDULE A LENDERS AND COMMITMENTS

Commitments:

Cdn.:

Lender	Operating Facility Commitment (Cdn.)	Additional Liquidity Facility Commitment (Cdn.)	Total Pro Rata Rateable Portion %
Bank of Montreal	Cdn.\$25,000,000	Cdn.\$10,000,000	50%
Scotiabank Asset Finance, a Division of The Bank of Nova Scotia	Cdn.\$25,000,000	Cdn.\$10,000,000	50%
Totals:	Cdn.\$50,000,000	Cdn.\$20,000,000	100.00%

U.S.:

	SBLC Facility Commitment (U.S.)	Total Pro Rata
Lender	Before EDC After EDC Amendment Amendment		Rateable Portion%
Bank of Montreal	U.S.\$ 5,000,000	U.S.\$ 8,5000,000	100%
Totals:	U.S.\$5,000,000	U.S.\$8,500,000	100.00%

SCHEDULE B ASSIGNMENT AGREEMENT

THIS LENDER ASSIGNMENT AGREEMENT is made as of the [●] day of [●],[●]

BETWEEN:

[●]

(hereinafter referred to as the "Assignor"),

OF THE FIRST PART,

• and -

[●]

(hereinafter referred to as the "Assignee"),

OF THE SECOND PART,

• and -

SOURCE ENERGY SERVICES CANADA LP, a limited

partnership existing under the laws of Alberta (hereinafter referred to as the "Borrower"),

OF THE THIRD PART,

• and -

BANK OF MONTREAL, a Canadian chartered bank, as agent of the Lenders (hereinafter referred to as the "Agent"),

OF THE FOURTH PART,

• and -

BANK OF MONTREAL, as Fronting Lender (hereinafter referred to as the "Fronting Lender"),

OF THE FIFTH PART.

WHEREAS the Assignor is a Lender under the fifth amended and restated credit agreement made as of December 30, 2020 among the Borrower, the Lenders and the Agent (as amended, modified, supplemented or restated from time to time, the "Credit Agreement");

AND WHEREAS the Assignor has agreed to assign and transfer to the Assignee certain rights under the Credit Agreement in compliance with the Credit Agreement, and the Assignee has

31491711.4

agreed to accept such rights and assume certain obligations of the Assignor under the Credit Agreement;

AND WHEREAS this Agreement is delivered pursuant to Section 16.6 of the Credit Agreement.

NOW THEREFORE, in consideration of the premises and other good and valuable consideration (the receipt and sufficiency of which are hereby conclusively acknowledged), the parties hereby agree as follows:

1. INTERPRETATION

• (a) In this Agreement, including the recitals, capitalized terms used herein, and not otherwise defined herein, shall have the same meanings attributed thereto as set forth in the Credit Agreement. In addition, the following terms shall have the following meanings:
• (i) "Assigned Commitment" has the meaning set forth in Section 2 hereof;
• (ii) "Assigned Interests" has the meaning set forth in Section 2 hereof;
• (iii) "Assumed Obligations" has the meaning set forth in Section 4 hereof; and
• (iv) "Outstanding Libor Loans and Assignor BAs" has the meaning set forth in Section 3 hereof.
• (b) The division of this Agreement into Articles, Sections, paragraphs and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation hereof.
• (c) In this Agreement:
• (i) the terms "this Agreement", "hereof", "herein", "hereunder" and similar expressions refer, unless otherwise specified, to this Lender Assignment Agreement taken as a whole and not to any particular section, subsection or paragraph;

• (ii) words importing the singular number or masculine gender shall include the plural number or the feminine or neuter genders, and vice versa; and

• (iii) words and terms denoting inclusiveness (such as "include" or "includes" or "including"), whether or not so stated, are not limited by their context or by the words or phrases which precede or succeed them.

• (d) This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein. The parties hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Province of Alberta, without prejudice to the rights of the parties to take proceedings in any other jurisdictions.
• (e) If any provision of this Agreement shall be invalid, illegal or unenforceable in any respect in any jurisdiction, it shall not affect the validity, legality or enforceability of any such provision in any other jurisdiction or the validity, legality or enforceability of any other provision of this Agreement.

2. ASSIGNMENT OF RIGHTS BY ASSIGNOR

Effective as of the date hereof, the Assignor hereby absolutely assigns and transfers to the Assignee:

• (a) subject as provided in Section 3(a) hereof, [all OR [●]% of all] of the Assignor's right, title and interest in, to and under each of the outstanding Loans and other Obligations owing by Borrower to the Assignor under the [Operating Facility/Additional Liquidity Facility/SBLC Facility], as more particularly described in Exhibit A attached hereto; and
• (b) [all OR [●]%] of the Assignor's [Operating Facility/Additional Liquidity Facility/SBLC Facility] Commitment, being [Cdn. \$●/ U.S. \$●] of such Commitment (the "Assigned Commitment"),

together with all of the Assignor's other rights under the Credit Agreement and the other Documents but only insofar as such other rights relate to (a) and (b) above (collectively, the "Assigned Interests").

3. OUTSTANDING LIBOR LOANS AND ASSIGNOR BAs

(a) The parties hereby acknowledge that, on the date hereof, Libor Loans and Bankers' Acceptances accepted by the Assignor and each having terms to maturity ending on or after the date hereof may be outstanding (collectively, the "Outstanding Libor Loans and Assignor BAs"). Notwithstanding any provision of the Credit Agreement or this Agreement, the Assignee shall have no right, title, benefit or interest in or to any Outstanding Libor Loans and Assignor BAs. The Assignee

shall assume no liability or obligation to the Assignor in respect of such Outstanding Libor Loans and Assignor BAs, including in respect of the failure of the Borrower to reimburse the Assignor for any Bankers' Acceptances accepted by the Assignor on the maturity thereof or any fees or other amounts due in respect thereof.

(b) From time to time, as the Outstanding Libor Loans and Assignor BAs mature and Rollovers and Conversions are made by the Borrower in respect thereof, the Assignee shall participate in the Loans effecting such Rollovers and Conversions to the full extent of its Assigned Commitment in its capacity as a Lender.

4. ASSUMPTION OF OBLIGATIONS BY ASSIGNEE

The Assignee assumes and covenants and agrees to be responsible for all obligations relating to the Assigned Interests to the extent such obligations arise or accrue on or after the date hereof (collectively, the "Assumed Obligations") and agrees that it will be bound by the Credit Agreement and the other Documents to the extent of the Assumed Obligations as fully as if it had been an original party to the Credit Agreement.

5. CREDIT AGREEMENT REFERENCES; NOTICES

Effective as of the date hereof:

• (a) the Assignee shall be a Lender for all purposes of the Credit Agreement and the other Documents and all references therein to "Lenders" or "a Lender" shall be deemed to include the Assignee;
• (b) the [Operating Facility/Additional Liquidity Facility/SBLC Facility] Commitment of the Assignee shall be the Assigned Commitment and all references in the Credit Agreement to ["Operating Facility Commitment"/"Additional Liquidity Facility Commitment"/"SBLC Facility Commitment"] of the Assignee shall be deemed to be to the Assigned Commitment;
• (c) any demand, notice or communication to be given to the Assignee in accordance with section 16.3 of the Credit Agreement shall be made or given to the following address or telecopy number (until the Assignee otherwise gives notice in accordance with such section 16.3): [●]; and
• (d) Schedule A to the Credit Agreement shall be deemed to be and is hereby amended to the extent necessary to give effect to the assignment of the Assigned Commitment contemplated hereby and to give effect to Sections 5(a), 5(b) and 5(c) hereof.

B - 5

6. THE AGENT

Without in any way limiting the provisions of Section 4 hereof, the Assignee irrevocably appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, all in accordance with the provisions of the Credit Agreement.

7. NO ENTITLEMENT TO PRIOR INTEREST OR OTHER FEES

Except as otherwise agreed in writing between the Assignor and the Assignee, notwithstanding any provision of the Credit Agreement or other Documents or any other provision of this Agreement, the Assignee shall have no right, title or interest in or to any interest or fees paid or to be paid to the Assignor under, pursuant to or in respect of:

• (a) the fees paid to the Assignor in respect of the establishment of the Credit Facilities;
• (b) [the fees payable to the applicable Agent pursuant to section 5.7 of the Credit Agreement; or] [Note: Section 7(b) to be inserted for any assignment by an Agent.]
• (c) the Loans, the Credit Facilities or the Credit Agreement for any period of time or in respect of any event or circumstance prior to the date hereof, including, without limitation, any standby fees pursuant to section 5.6 of the Credit Agreement. For certainty, with respect to the Assigned Interests, the Assignor shall be solely entitled to the interest payable in respect of that portion of the Interest Period of an unmatured Libor Loan occurring prior to the date hereof.

8. CONSENT OF THE BORROWER, FRONTING LENDER AND THE AGENT

The Borrower, the Fronting Lender and the Agent hereby consent to the assignment of the Assigned Interests to the Assignee and the assumption of the Assumed Obligations by the Assignee and agree to recognize the Assignee as a Lender under the Credit Agreement as fully as if the Assignee had been an original party to the Credit Agreement. [The Borrower, the Fronting Lender and the Agent agree that the Assignor shall have no further liability or obligation in respect of the Assumed Obligations.]

[NOTE: Delete the square-bracketed second sentence of Section 8 hereof in the case of an assignment to an affiliate of the Assignor, as provided in the Credit Agreement.]

9. REPRESENTATIONS AND WARRANTIES

Each of the parties, other than the Borrower, hereby represents and warrants to the other parties, other than the Borrower, as follows:

• (a) it is duly incorporated and validly subsisting under the laws of its governing jurisdiction;
• (b) it has all necessary corporate power and authority to enter into this Agreement and to perform its obligations hereunder and under the Credit Agreement and the other Documents;
• (c) the execution, delivery, observance and performance on its part of this Agreement has been duly authorized by all necessary corporate and other action and this Agreement constitutes a legal, valid and binding obligation of such party enforceable against it in accordance with its terms; and
• (d) all Governmental Authorizations, if any, required for the execution, delivery, observance and performance by it of this Agreement, the Credit Agreement and the other Documents have been obtained and remain in full force and effect, all conditions have been duly complied with and no action by, and no notice to or other filing or registration with any Governmental Authority is required for such execution, delivery, observance or performance.

The Assignor represents and warrants to the Assignee that it has the right to sell to the Assignee the Assigned Interests and that the same are free and clear of all Security Interests. The Assignor also represents and warrants to the Assignee that it has not received written notice of any Default or Event of Default having occurred under the Credit Agreement which is continuing.

The representations and warranties set out in this Agreement shall survive the execution and delivery of this Agreement and notwithstanding any examinations or investigations which may be made by the parties or their respective legal counsel.

Except as expressly provided herein, the Assignee confirms that this Agreement is entered into by the Assignee without any representations or warranties by the Assignor, the Fronting Lender or the Agent on any matter whatsoever, including, without limitation, on the effectiveness, validity, legality, enforceability, adequacy or completeness of the Credit Agreement or any Document delivered pursuant thereto or in connection therewith or any of the terms, covenants and conditions therein or on the financial condition, creditworthiness, condition, affairs, status or nature of the Parent, the Borrower, Source Energy Services US LP and their Subsidiaries.

10. ASSIGNEE CREDIT DECISION

The Assignee acknowledges to the Assignor, the Fronting Lender and the Agent that the Assignee has itself been, and will continue to be, solely responsible for making its own independent appraisal of and investigations into the financial condition, creditworthiness, condition, affairs, status and nature of the Parent, the Borrower, Source Energy Services US LP and their Subsidiaries, all of the matters and transactions contemplated herein and in the Credit Agreement and other Documents and all other matters incidental to the Credit Agreement and the other Documents. The Assignee confirms with the Assignor, the Fronting Lender and the Agent that it does not rely, and it will not hereafter rely, on the Fronting Lender, the Agent or the Assignor:

• (a) to check or inquire on its behalf into the adequacy, accuracy or completeness of any information provided by the Parent, the Borrower, Source Energy Services US LP, any Subsidiary thereof or any other person under or in connection with the Credit Agreement and other Documents or the transactions therein contemplated (whether or not such information has been or is hereafter distributed to the Assignee by the Agent); or
• (b) to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status or nature of the Parent, the Borrower, Source Energy Services US LP and their Subsidiaries.

The Assignee acknowledges that a copy of the Credit Agreement (including a copy of the Schedules) has been made available to it for review and further acknowledges and agrees that it has received copies of such other Documents and such other information that it has requested for the purposes of its investigation and analysis of all matters related to this Agreement, the Credit Agreement, the other Documents and the transactions contemplated hereby and thereby. The Assignee acknowledges that it is satisfied with the form and substance of the Credit Agreement and the other Documents.

11. PAYMENTS

The Assignor and the Assignee acknowledge and agree that all payments under the Credit Agreement in respect of the Assigned Interests from and after the date hereof received by the Agent on or after the date hereof shall be the property of the Assignee and the Agent shall be entitled to treat the Assignee as solely entitled thereto.

12. AMENDMENTS AND WAIVERS

Any amendment or modification or waiver of any right under any provision of this Agreement shall be in writing (in the case of an amendment or modification, signed by the parties) and any such waiver shall be effective only for the specific purpose for which given and for the specific time period, if any, contemplated therein. No failure or delay by any party in exercising

any right, power or privilege under this Agreement shall operate as a waiver thereof and any waiver of any breach of the provisions of this Agreement shall be without prejudice to any rights with respect to any other or further breach.

13. GENERAL PROVISIONS

• (a) The parties hereto shall from time to time and at all times do all such further acts and things and execute and deliver all such documents as are reasonably required in order to fully perform and carry out the terms of this Agreement.
• (b) The provisions of this Agreement shall enure to the benefit of and shall be binding upon the parties hereto and their respective successors and permitted assigns.
• (c) This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one full set of counterparts.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed by its duly authorized representative(s) as of the date first above written.

[●], as Assignor		[●], as Assignor
Per:	Name: Title:	Per : Name: Title:
Per:		Per :
	Name: Title:	Name: Title:
SOURCE ENERGY SERVICES CANADA LP, by its general partner, SOURCE ENERGY SERVICES CANADA LP GP LTD.		BANK OF MONTREAL, in its capacity as Agent
Per:	Name: Title:	Per : Name: Title:
Per:	Name:	Per : Name: Title:

BANK OF MONTREAL, in its capacity as

Fronting Lender

Per:

Name: Title:

Per:

Name: Title:

EXHIBIT A

Assignor [Operating Facility/Additional Liquidity Facility/SBLC Facility] [Cdn.\$●/U.S.\$●]

● ● ●

SCHEDULE C COMPLIANCE CERTIFICATE

TO: Bank of Montreal, in its capacity as agent of the Lenders (the "Agent")

AND TO: Each of the Lenders

• 1. Reference is made to the fifth amended and restated credit agreement made as of December 30, 2020 among Source Energy Services Canada LP, as Borrower, Bank of Montreal, Scotiabank Asset Finance, a Division of The Bank of Nova Scotia and the other financial institutions party thereto in their capacity as Lenders and the Agent and relating to the establishment of certain credit facilities in favour of the Borrower (as amended, modified, supplemented or restated, the "Credit Agreement"). Capitalized terms used herein, and not otherwise defined herein, shall have the meanings attributed to such terms in the Credit Agreement.
• 1. This Compliance Certificate is delivered to the Lender pursuant to Section 10.1(e)(vii) of the Credit Agreement and applies to the immediately preceding Month End ending on [●], 20● (the "Calculation Date").
• 1. The undersigned, [name], [title] of Source Energy Services Canada LP GP Ltd., the general partner of the Borrower, hereby certifies that, as of the date of this Compliance Certificate, I have made or caused to be made such investigations as are necessary or appropriate for the purposes of this Compliance Certificate and:
• (a) the audited combined financial statements of the Parent, the Borrower and Source Energy Services US LP for the Fiscal Year ending on the Calculation Date attached hereto as Schedule _____ pursuant to Section 10.1(e)(iii) of the Credit Agreement were prepared in accordance with GAAP and present fairly, in all material respects, the combined financial position of the [Borrower and Source Energy Services US LP] as at the Calculation Date; [Insert this section for year end Compliance Certificates only (for certainty, the Compliance Certificate delivered annually within 30 days after the last Banking Day of each February)]

[or]

(b) the unaudited combined financial statements of the Parent, the Borrower and Source Energy Services US LP for the Fiscal Quarter End ending on the Calculation Date attached hereto as Schedule _____ pursuant to Section 10.1(e)(iv) of the Credit Agreement were prepared in accordance with GAAP and present fairly, in all material respects, the combined financial position of the [Borrower and Source Energy Services US LP] as at the Calculation Date; [Insert this section for Fiscal Quarter End calculations only]

[and]

• (c) the unaudited combined financial statements of the [Borrower and Source Energy Services US LP] for the Month End ending on the Calculation Date attached hereto as Schedule _____ pursuant to Section 10.1(e)(v) of the Credit Agreement were prepared in accordance with GAAP and present fairly, in all material respects, the combined financial position of the [Borrower and Source Energy Services US LP] as at the Calculation Date; [Insert this section for Month End calculations only]
• (b) the representations and warranties made by the Borrower in Section 9.1 of the Credit Agreement are true and accurate in all respects as at the date hereof, except as has heretofore been notified to the Agent by the Borrower in writing [or except as described in Schedule _____ hereto];
• (c) no event has occurred or is continuing which would constitute a Default or Event of Default, except as has heretofore been notified to the Agent by the Borrower in writing [or except as described in Schedule _____ hereto];
• (d) the Three Month Average EBITDA of the Borrower applicable to the calendar month ending as of the Calculation Date is []; attached hereto as Schedule ____ is a determination of the Three Month Average EBITDA of the Borrower for such period, together with particulars of each of the elements included in the determination of such calculation;
• (e) as at the Calculation Date, the Fixed Charge Coverage Ratio was to 1.00; attached hereto as Schedule _____ is a determination of the Fixed Charge Coverage Ratio as at the last day of the calendar month ending on the Calculation Date, together with particulars of each of the definitions and elements included in the determination thereof; and
• (g) as at the Calculation Date, aggregate Capital Expenditures in the current Fiscal Year are \$_____; attached hereto as Schedule ____ are particulars of with respect to such Capital Expenditures.

I give this Compliance Certificate on behalf of the Borrower and in my capacity as the [title] of the general partner of the Borrower, and no personal liability is created against or assumed by me in the giving of this Certificate.

Dated at ●, this ● day of ●, 20●.

Name: Title:

SCHEDULE D CONVERSION NOTICE

Bank of Montreal, in its capacity as agent of the Lenders (the "Agent") BMO Financial Group, Corporate & Commercial Lending Operations 234 Simcoe Street, 3rd Floor Toronto, ON M5T 1T4

Attention: Manager, Agent Bank Services Facsimile: (416) 598-6218

DATE: ____________________________

• 1. This Conversion Notice is delivered to you pursuant to the terms and conditions of the fifth amended and restated credit agreement made as of December 30, 2020 among Source Energy Services Canada LP, as Borrower, Bank of Montreal, Scotiabank Asset Finance, a Division of The Bank of Nova Scotia and the other financial institutions party thereto in their capacity as Lenders and the Agent and relating to the establishment of certain credit facilities in favour of the Borrower (as amended, modified, supplemented or restated, the "Credit Agreement"). Unless otherwise expressly defined herein, capitalized terms set forth in this Conversion Notice shall have the respective meanings set forth in the Credit Agreement.
• 1. The Borrower hereby requests a Conversion as follows:
• (a) Conversion Date:
• (b) Conversion of the following Loans under the referred Credit Facility:

________________________________________________________

• (i) Type of Loan and Credit Facility:
• (ii) Amount being converted:
• (iii) Interest Period maturity (for Libor Loans and Bankers' Acceptances):

INTO the following Loan under the same Credit Facility:

(iv)	Type of Loan: ____________
(v)	Interest Period (specify term of Libor Loans or Bankers' Acceptances): ____________
(vi)	Marketed by Borrower (for Bankers' Acceptances): yes no
	Payment, delivery or issuance instructions (if any):

Yours very truly,

SOURCE ENERGY SERVICES CANADA LP, by its general partner, SOURCE ENERGY SERVICES CANADA LP GP LTD.

Per:

Name: Title:

Per:

Name: Title:

SCHEDULE E DRAWDOWN NOTICE

Bank of Montreal, in its capacity as agent of the Lenders (the "Agent") BMO Financial Group, Corporate & Commercial Lending Operations 234 Simcoe Street, 3rd Floor Toronto, ON M5T 1T4

Attention: Manager, Agent Bank Services Facsimile: (416) 598-6218

DATE: ____________________________

• 1. This Drawdown Notice is delivered to you pursuant to the terms and conditions of the fifth amended and restated credit agreement made as of December 30, 2020 among Source Energy Services Canada LP, as Borrower, Bank of Montreal, Scotiabank Asset Finance, a Division of The Bank of Nova Scotia and the other financial institutions party thereto in their capacity as Lenders and the Agent and relating to the establishment of certain credit facilities in favour of the Borrower (as amended, modified, supplemented or restated, the "Credit Agreement"). Unless otherwise expressly defined herein, capitalized terms set forth in this Drawdown Notice shall have the respective meanings set forth in the Credit Agreement.
• 1. The Borrower hereby requests a Drawdown as follows:
• (a) Drawdown Date:
• (b) Amount of Drawdown:
• (c) Type of Loan and Credit Facility:
• (d) Interest Period (specify term for Libor Loans, Bankers' Acceptances and Letters of Credit):
• (e) Marketed by Borrower (for Bankers' Acceptances and Letters of Credit): yes no

(f) Payment, delivery or issuance instructions (if any):

Yours very truly,

SOURCE ENERGY SERVICES CANADA LP, by its general partner, SOURCE ENERGY SERVICES CANADA LP GP LTD.

Per:

Name: Title:

Per:

Name: Title:

SCHEDULE F REPAYMENT NOTICE

TO: Bank of Montreal, in its capacity as agent of the Lenders (the "Agent") BMO Financial Group, Corporate & Commercial Lending Operations 234 Simcoe Street, 3rd Floor Toronto, ON M5T 1T4 Attention: Manager, Agent Bank Services Facsimile: (416) 598-6218 DATE: ____________________________

• 1. This Repayment Notice is delivered to you pursuant to the terms and conditions of the fifth amended and restated credit agreement made as of December 30, 2020 among Source Energy Services Canada LP, as Borrower, Bank of Montreal, Scotiabank Asset Finance, a Division of The Bank of Nova Scotia and the other financial institutions party thereto in their capacity as Lenders and the Agent and relating to the establishment of certain credit facilities in favour of the Borrower (as amended, modified, supplemented or restated, the "Credit Agreement"). Unless otherwise expressly defined herein, capitalized terms set forth in this Repayment Notice shall have the respective meanings set forth in the Credit Agreement.
• 1. The Borrower hereby gives notice of a repayment as follows:
• (a) Date of repayment:
• (b) Loan(s) and Credit Facility:
• (c) Interest Period maturity (specify for Libor Loans, Bankers' Acceptances and Letters of Credit):
• (d) Amount being repaid:

Yours very truly,

SOURCE ENERGY SERVICES CANADA LP, by its general partner, SOURCE ENERGY SERVICES CANADA LP GP LTD.

Per:

Name:
Title:

Per:

Name: Title:

SCHEDULE G ROLLOVER NOTICE

TO: Bank of Montreal, in its capacity as agent of the Lenders (the "Agent") BMO Financial Group, Corporate & Commercial Lending Operations 234 Simcoe Street, 3rd Floor Toronto, ON M5T 1T4

Attention: Manager, Agent Bank Services Facsimile: (416) 598-6218

DATE: ____________________________

1. This Rollover Notice is delivered to you pursuant to the terms and conditions of the fifth amended and restated credit agreement made as of December 30, 2020 among Source Energy Services Canada LP, as Borrower, Bank of Montreal, Scotiabank Asset Finance, a Division of The Bank of Nova Scotia and the other financial institutions party thereto in their capacity as Lenders and the Agent and relating to the establishment of certain credit facilities in favour of the Borrower (as amended, modified, supplemented or restated, the "Credit Agreement"). Unless otherwise expressly defined herein, capitalized terms set forth in this Rollover Notice shall have the respective meanings set forth in the Credit Agreement.

________________________________________________________________

________________________________________________________________

________________________________________________________________

• 1. The Borrower hereby requests a Rollover as follows:
• (a) Rollover Date:
• (d) Amount of Rollover:
• (e) Type of Loan and Credit Facility:
• (f) New Interest Period (specify term of Libor Loans, Bankers' Acceptances and Letters of Credit):

________________________________________________________________

(g) Marketed by Borrower (for Bankers' Acceptances): yes no

________________________________________________________________

(h) Payment, delivery or issuance instructions (if any):

Yours very truly,

SOURCE ENERGY SERVICES CANADA LP, by its general partner, SOURCE ENERGY SERVICES CANADA LP GP LTD.

Per:

Name: Title:

Per:

Name: Title:

SCHEDULE H-1 SECURITY

EACH OF THE PARTIES LISTED IN SCHEDULE "A" HERETO TOGETHER WITH ANY OTHER PERSON THAT MAY BECOME A PARTY HERETO AS PROVIDED HEREIN

AMENDED AND RESTATED GUARANTEE

MADE AS OF DECEMBER 21, 2015

1.1	Definitions 4
1.2	Headings 7
1.3	Number; persons; including 7
1.4	Interest Act (Canada) 7
1.5	Nominal Rates 8
1.6	References to Guarantors 8
	ARTICLE 2 GUARANTEE 8
2.1	Guarantee of Obligations 8
2.2	Indemnity 8
2.3	Guarantors as Principal Obligor 9
2.4	Guarantee Absolute and Unconditional 9
2.5	Waiver 11
2.6	Election of Remedies 12
2.7	Limitation of Guarantee Amount 12
	ARTICLE 3 DEALINGS WITH THE BORROWER AND OTHERS 13
3.1	No Release 13
3.2	No Exhaustion of Remedies 13
3.3	Evidence of Obligations 13
3.4	No Set off 13
	ARTICLE 4 CONTINUING GUARANTEE 14
4.1	Continuing Guarantee 14
4.2	Revival of Indebtedness 16
	ARTICLE 5 DEMAND FOR PAYMENT, EXPENSES AND INTEREST 15
5.1	Demand for Payment 15
5.2	Stay of Acceleration 15
5.3	Expenses 15
5.4	Interest 15
	ARTICLE 6 SUBROGATION 16
6.1	Subrogation 16
	ARTICLE 7 REPRESENTATIONS AND WARRANTIES; COVENANTS 16
7.1	Representations and Warranties 16
7.2	Effective Time of Repetition 17
7.3	Nature of Representations and Warranties 17
7.4	Covenants Contained in the Credit Agreement and Other Documents 17
7.5	Keepwell 18
	ARTICLE 8 POSTPONEMENT 18
8.1	Postponement 18

	ARTICLE 9 GENERAL 18
9.1	Waiver of Notices 18
9.2	Benefit of the Guarantee 19
9.3	Foreign Currency Obligations 19
9.4	Taxes and Set off by Guarantors 19
9.5	No Waiver; Remedies 20
9.6	Severability 20
9.7	Amendments and Waivers 20
9.8	Additional Security 20
9.9	Notices 21
9.10	Assignment 21
9.11	Addition of New Guarantors 22
9.12	Time of Essence 22
9.13	Financial Condition of the Loan Parties 22
9.14	Acknowledgement of Documentation 22
9.15	Entire Agreement 22
9.16	Governing Law 23
9.17	Termination and Release 23
9.18	Attornment 23
9.19	Waiver of Jury Trial 23
9.20	Grant of Security Interests 23
9.21	Limited Liability of Limited Partners 24
9.22	Amendment and Restatement 24
9.23	Counterparts 24

EACH OF THE PARTIES LISTED IN SCHEDULE "A" HERETO TOGETHER WITH ANY OTHER PERSON THAT MAY BECOME A PARTY HERETO AS PROVIDED HEREIN

AMENDED AND RESTATED GUARANTEE

THIS GUARANTEE is made as of December 21, 2015.

WHEREAS each Guarantor provided an Existing Guarantee in favour of Bank of Montreal and has agreed to amend and restate its Existing Guarantee on the terms and conditions herein set forth;

AND WHEREAS each of the Guarantors has agreed to provide this amended and restated guarantee with respect to the Credit Facilities provided by the Lenders pursuant to the Credit Agreement and with respect to the Lender Financial Instrument Obligations and the Bank Product Obligations;

AND WHEREAS the Guarantors will derive substantial direct and indirect benefits from the making of the extensions of credit to the Borrower under the Credit Agreement and the use of proceeds in accordance therewith, including from the use of proceeds of the Loans;

AND WHEREAS there is a strong identity of interest among the Borrower and the Guarantors;

AND WHEREAS each of the Guarantors will benefit from the use of the proceeds of the Loans in the business of the Borrower;

NOW THEREFORE, in consideration of the covenants and agreements herein contained, the sum of Cdn. \$10.00 now paid by the Beneficiaries to the Guarantors and other good and valuable consideration (the receipt and sufficiency of which are hereby conclusively acknowledged), the Guarantors hereby covenant and agree with the Beneficiaries as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

(a) In this Guarantee and the recitals hereto, unless something in the subject matter or context is inconsistent therewith:

"Beneficiaries" means, collectively, the Lenders, the Bank Product Providers, the Hedging Affiliates and the Agent, and "Beneficiary" means any of the Lenders, the Bank Product Providers, the Hedging Affiliates or the Agent.

"Beneficiaries' Counsel" means, collectively, Fasken Martineau DuMoulin LLP and Chapman and Cutler LLP or such other firm of lawyers as may be selected by the Beneficiaries from time to time.

"Borrower" means Source Energy Services Canada LP and its successors and assigns.

"Commodity Exchange Act" means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

"Credit Agreement" means the amended and restated credit agreement made as of December 21, 2015 among the Borrower, Bank of Montreal and such other financial institutions as become parties thereto, as lenders, and Bank of Montreal, as agent of such lenders, as the same may be further amended, modified, supplemented or restated from time to time in accordance with the provisions thereof.

"Default Rate" means a rate per annum that is equal to (i) in respect of amounts due in Canadian Dollars, the rate of interest then payable under the Credit Agreement on Canadian Prime Rate Loans plus 2.0% per annum or (ii) in respect of amounts due in United States Dollars, the rate of interest then payable under the Credit Agreement on U.S. Base Rate Loans plus 2.0% per annum.

"Documents" means, collectively, the Documents as defined in the Credit Agreement together with any and all Lender Financial Instruments.

"Excluded Swap Obligations" means, with respect to a Guarantor, any Swap Obligation if (and only if), and to the extent that, all or a portion of this Guarantee, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor's failure for any reason not to constitute an "eligible contract participant" as defined in the Commodity Exchange Act and the regulations thereunder at the time the guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such related Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.

"Existing Guarantees" means each of the guarantees listed on Schedule "B" hereto and "Existing Guarantee" means each guarantee listed on Schedule "B" hereto, as applicable and as the context requires, as the same may have been amended, modified, supplemented or restated from time to time prior to the date hereof in accordance with the provisions thereof.

"Guarantee" means this amended and restated guarantee, as further amended, modified, supplemented or restated from time to time in accordance with the provisions hereof.

"Guarantors" means each of the parties listed in Schedule "A" hereto together with any other person that may become a party hereto as provided herein and its successors and assigns and "Guarantor" means any of the parties listed in Schedule "A" hereto together with any other person that may become a party hereto as provided herein and its successors and assigns.

"Loan Parties" means, with respect to a Guarantor, the Borrower and the other Guarantors and their respective successors and assigns.

"Obligations" means, collectively and at any time and from time to time, all of the obligations, liabilities and indebtedness (present or future, matured or otherwise) of the Loan Parties to the Beneficiaries (a) under, pursuant to or relating to the Credit Agreement and the other Documents, excluding Excluded Swap Obligations, including, without limitation (i) all of the obligations, indebtedness and liabilities (present or future, absolute or contingent, matured or not) of the Borrower to the Agent and the Lenders, and including all Outstanding Principal and all interest, commissions, legal and other costs, charges and expenses payable by the Borrower under the Credit Agreement and the other Documents, excluding Excluded Swap Obligations, (b) all Bank Product Obligations of or owing by the Loan Parties to any and all Lenders and Bank Product Providers and (c) all Lender Financial Obligations of or owing by the Loan Parties to any and all Lenders and Hedging Affiliates, excluding Excluded Swap Obligations, in each case whether the same are from time to time reduced and thereafter increased or entirely extinguished and thereafter incurred again (and in each case whether arising before or after the filing of a petition in bankruptcy and including all interest, costs, fees, and charges after the entry of an order for relief in a case under the Bankruptcy and Insolvency Act (Canada), Companies' Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada), the Bankruptcy Code or any similar proceeding, whether or not such interest, costs, fees and charges would be an allowed claim in such proceeding).

"Qualified ECP Guarantor" means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding U.S. \$10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an "eligible contract participant" under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an "eligible contract participant" at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

"Swap Obligation" means, with respect to a Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a "swap" within the meaning of Section 1a(47) of the Commodity Exchange Act.

(b) Capitalized words and phrases used in this Guarantee and the recitals hereto without express definition herein shall, unless something in the subject matter or context is inconsistent therewith, have the same defined meanings as are ascribed to such words and phrases in the Credit Agreement. For certainty, if the Credit Agreement ceases to be in force for any reason whatsoever, then for all purposes hereof the aforementioned capitalized words and phrases shall continue to have the same defined meanings set forth in the Credit Agreement as if such agreement remained in force in the form immediately prior to its ceasing to be in force.

1.2 Headings

The division of this Guarantee into Articles and Sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Guarantee. The terms "this Guarantee", "hereof", "hereunder" and similar expressions refer to this Guarantee and not to any particular Article, Section or other portion hereof and include any agreement supplemental hereto. Unless something in the subject matter or context is inconsistent therewith, references herein to Articles and Sections are to Articles and Sections of this Guarantee.

1.3 Number; persons; including

Words importing the singular number only shall include the plural and vice versa, words importing the masculine gender shall include the feminine and neuter genders and vice versa and words importing persons shall include individuals, partnerships, limited and unlimited liability companies, associations, trusts, unincorporated organizations and corporations and vice versa and words and terms denoting inclusiveness (such as "include" or "includes" or "including"), whether or not so stated, are not limited by their context or by the words or phrases which precede or succeed them.

1.4 Interest Act (Canada)

Whenever a rate of interest hereunder is calculated on the basis of a year (the "deemed year") which contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest shall be expressed as a yearly rate for the purposes of the Interest Act (Canada) by multiplying such rate of interest by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year.

1.5 Nominal Rates

The principle of deemed reinvestment of interest shall not apply to any interest calculation under this Guarantee; all interest payments to be made hereunder shall be paid without allowance or deduction for deemed reinvestment or otherwise, before and after demand, default and judgment. The rates of interest specified in this Guarantee are intended to be nominal rates and not effective rates and any interest calculated hereunder shall be calculated using the nominal rate method and not the effective rate method of calculation.

1.6 References to Guarantors

All references in this Guarantee to representations and warranties by, covenants of, actions and steps by, or the performance of the terms and conditions hereof by a Guarantor that is a partnership shall, as the context requires, be and shall be construed as being by the partners or general partner, as applicable, of such Guarantor on behalf of and in respect of such partnership.

ARTICLE 2 GUARANTEE

2.1 Guarantee of Obligations

Each Guarantor hereby, jointly and severally, unconditionally and irrevocably guarantees to the Beneficiaries the payment and performance of all of the Obligations, together with interest thereon as provided in Section 0.

2.2 Indemnity

If any or all of the Obligations are not duly paid or performed by the Loan Parties and are not recoverable under Section 0 for any reason whatsoever, each Guarantor will, as a separate and distinct obligation, indemnify and save harmless the Beneficiaries from and against all losses resulting from the failure of the Loan Parties to pay and perform their respective Obligations. In addition to and without limiting the foregoing, with respect to a Guarantor that is a partnership, each partner or general partner, as the case may be, of such Guarantor hereby agrees, on a joint and several basis, to indemnify and hold harmless each of the Beneficiaries, forthwith after demand as provided herein, from and against all losses resulting from the failure of the Loan Parties to pay and perform any or all of the Obligations, it being the express intention of the partners and the general partner, as applicable of such Guarantor that each of the partners and general partner, as applicable, of such Guarantor shall be jointly and severally liable for the Obligations.

2.3 Guarantors as Principal Obligor

If any or all of the Obligations are not duly paid or performed by the Loan Parties and are not recoverable under Section 0 or the Beneficiaries are not indemnified under Section 0, in each case, for any reason whatsoever, such Obligations shall, as a separate and distinct obligation, be recoverable by the Beneficiaries from the Guarantor as the primary obligor and principal debtor in respect thereof and shall be paid to the Beneficiaries forthwith after demand therefore as provided herein.

2.4 Guarantee Absolute and Unconditional

The liability and obligations of the Guarantors hereunder shall be continuing, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, limited or otherwise affected by:

• (a) any extension, other indulgence, renewal, settlement, discharge, compromise, waiver, subordination or release in respect of any Obligation, security, person or otherwise, including any extension, other indulgence, renewal, settlement, discharge, compromise, waiver, subordination or release of any of the Obligations, covenants or undertakings of the Loan Parties under the Documents;
• (b) any modification or amendment of or supplement to the Obligations;
• (c) any loss of or in respect of any security held by the Beneficiaries, whether occasioned by the fault of the Beneficiaries or otherwise, including any release, non perfection or invalidity of any such security;
• (d) any change in the existence, structure, constitution, name, control or ownership of any Loan Party or any other person, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or any other person or their respective assets;
• (e) the existence of any set off, counterclaim, claim or other right which the Guarantor or any Loan Party may have at any time against the Beneficiaries or any other person, whether in connection with the Credit Agreement, this Guarantee or any unrelated transaction;

• (f) any provision of applicable law purporting to prohibit or limit the payment by any Loan Party of any Obligation, and the foregoing is hereby waived by the Guarantors;

• (g) any limitation, postponement, prohibition, subordination or other restriction on the right of a Beneficiary to payment of the Obligations;

• (h) any release, substitution or addition of any other guarantor of the Obligations;
• (i) any defence arising by reason of any failure of any Beneficiary to make any presentment, demand, or protest or to give any other notice, including notice of all of the following: acceptance of this Guarantee, partial payment or non payment of all or any part of the Obligations and the existence, creation, or incurring of new or additional Obligations;
• (j) any defence arising by reason of any failure of a Beneficiary to proceed against any Loan Party or any other person, or to apply or exhaust any security held from any Loan Party or any other person for the Obligations, to proceed against, apply or exhaust any security held from the Guarantors or any other person, or to pursue any other remedy available to the Beneficiaries;
• (k) any defence arising by reason of the invalidity, illegality or lack of enforceability of the Obligations or any part thereof or of any security or guarantee in support thereof, or by reason of any incapacity, lack of authority, or other defence of any Loan Party or any other person, or by reason of any limitation, postponement or prohibition on a Beneficiary's rights to payment, or the cessation from any cause whatsoever of the liability of any Loan Party or any other person with respect to all or any part of the Obligations (other than irrevocable payment to the Beneficiaries in full, in cash, of the Obligations), or by reason of any act or omission of the Beneficiaries or others which directly or indirectly results in the discharge or release of any Loan Party or any other person or of all or any part of the Obligations or any security or guarantee therefor, whether by contract, operation of law or otherwise;
• (l) any defence arising by reason of the failure by a Beneficiary to obtain, register, perfect or maintain a Security Interest in or upon any property of any Loan Party or any other person, or by reason of any interest of the Beneficiaries in any property, whether as owner thereof or as holder of a Security Interest therein or thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment of any right or recourse to collateral;

• (m) any defence based upon or arising out of any impossibility, impracticality, frustration of purpose, illegality, force majeure or act of government;

• (n) any defence arising by reason of the failure of the Beneficiaries to marshal assets;

• (o) any defence based upon any failure of the Beneficiaries to give to any Guarantor or any Loan Party notice of any sale or other disposition of any property securing any or all of the Obligations or any other guarantee thereof, or any notice that may be given in connection with any sale or other disposition of any such property;
• (p) any defence based upon or arising out of any bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any of the Loan Parties or any other person, including any discharge or bar against collection of any of the Obligations;
• (q) the fact that another Guarantor has a general partnership interest in any of the Guarantors; or
• (r) any other law, event or circumstance or any other act or failure to act or delay of any kind by any Loan Party, the Beneficiaries or any other person, which might, but for the provisions of this Section, constitute a legal or equitable defence to or discharge, limitation or reduction of the Guarantors' obligations hereunder, other than as a result of the payment or extinguishment in full of the Obligations.

The foregoing provisions apply and the foregoing waivers, to the extent permitted under applicable law, shall be effective even if the effect of any action or failure to take action by the Beneficiaries is to destroy or diminish the Guarantors' subrogation rights, the Guarantors' right to proceed against the Loan Parties for reimbursement, the Guarantors' right to recover contribution from any other guarantor or any other right or remedy of any of the Guarantors.

2.5 Waiver

In addition to the waivers contained in Section 0 hereof, each Guarantor waives, and agrees that it shall not at any time insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets or redemption laws, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by such Guarantor of its obligations under, or the enforcement by the Beneficiaries of, this Guarantee. Each Guarantor hereby waives diligence, presentment and demand (whether for non-payment or protest or of acceptance, maturity, extension of time, change in nature or form of the Obligations, acceptance of further security, release of further security, composition or agreement arrived

H-1 - 12

at as to the amount of, or the terms of, the Obligations, notice of adverse change in the Loan Parties' financial condition or any other fact which might increase the risk to such Guarantor) with respect to any of the Obligations or all other demands whatsoever, except the demand contemplated in Section 0, and, to the extent permitted by Applicable Law, waives the benefit of all provisions of Applicable Law which are or might be in conflict with the terms of this Guarantee.

2.6 Election of Remedies

If the Agent may, under Applicable Law, proceed to realize benefits under any of the Documents giving the Beneficiaries a Security Interest upon any assets or collateral owned by the Borrower, the Guarantors or any other guarantor of the Obligations, either by judicial foreclosure or by non-judicial sale or enforcement, the Agent may, at its sole option, determine which of such remedies or rights it may pursue without affecting any of such rights and remedies under this Guarantee. If, in the exercise of any of its rights and remedies, the Agent shall forfeit any of its rights or remedies, including its right to enter a deficiency judgment against the Borrower, the Guarantors or any other guarantor of the Obligations, whether because of Applicable Law pertaining to "election of remedies" or the like, each Guarantor hereby consents to such action by the Agent and waives any claim based upon such action, even if such action by the Agent shall result in a full or partial loss of any rights of subrogation which such Guarantor might otherwise have had but for such action by the Agent. Any election of remedies which results in the denial or impairment of the right of the Agent to seek a deficiency judgment against the Borrower, the Guarantors or any other guarantor of the Obligations shall not impair such Guarantor's obligation to pay the full amount of the Obligations. In the event the Agent shall bid at any foreclosure or trustee's sale or at any private sale permitted by Applicable Law or the Documents, the Agent may bid all or less than the amount of the Obligations and the amount of such bid need not be paid by the Agent but shall, to the extent permitted by Applicable Law, be credited against the Obligations. The amount of the successful bid at any such sale shall be conclusively deemed to be the fair market value of the collateral and the difference between such bid amount and the remaining balance of the Obligations shall be conclusively deemed to be the amount of the Obligations guaranteed under this Guarantee.

2.7 Limitation of Guarantee Amount

Without limiting any provision herein contained to the contrary, each Guarantor's liability hereunder shall be limited to an amount not to exceed an amount which could be claimed by the Beneficiaries from each such Guarantor under this Guarantee without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the United States Bankruptcy Code (11 U.S.C. §101 et seq.) or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or

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common law after taking into account, among other things, such Guarantor's right of contribution and indemnification from any other guarantor of the Obligations.

ARTICLE 3 DEALINGS WITH THE BORROWER AND OTHERS

3.1 No Release

The Beneficiaries, without releasing, discharging, limiting or otherwise affecting in whole or in part the Guarantors' liability and obligations hereunder, may:

• (s) grant time, renewals, extensions, indulgences, releases and discharges to any Loan Party or any other guarantor or endorser;
• (t) take or abstain from taking security or collateral from any Loan Party or any other guarantor or endorser or from perfecting security or collateral of any Loan Party or any other guarantor or endorser;
• (u) accept compromises from any Loan Party or any other guarantor or endorser;
• (v) subject to the Documents, apply all money at any time received from any Loan Party or from security upon such part of the Obligations as the Beneficiaries may see fit or change any such application in whole or in part from time to time as the Beneficiaries may see fit; or
• (w) otherwise deal with the Loan Parties and all other persons and security as the Beneficiaries may see fit.

3.2 No Exhaustion of Remedies

The Beneficiaries shall not be bound or obligated to exhaust their recourse against the Loan Parties or other persons or any securities or collateral it may hold or take any other action before the Beneficiaries shall be entitled to demand, enforce and collect payment from the Guarantors hereunder.

3.3 Evidence of Obligations

Any account settled or stated in writing by or between a Beneficiary or the Beneficiaries, as the case may be, and the Loan Parties shall be prima facie evidence that the balance or amount thereof appearing due to the same is so due.

3.4 No Set off

In any claim by the Beneficiaries against the Guarantors hereunder, no Guarantor shall claim or assert any set off, counterclaim, claim or other right that any such Guarantor may have against one or more of the Beneficiaries, the Borrower or the other Loan Parties.

ARTICLE 4 CONTINUING GUARANTEE

4.1 Continuing Guarantee

Subject to Section 11.7 of the Credit Agreement, this Guarantee shall be a continuing guarantee and shall continue to be effective even if at any time any payment of any of the Obligations is rendered unenforceable or is rescinded or must otherwise be returned by any Beneficiary for any reason whatsoever (including the insolvency, bankruptcy or reorganization of any of the Loan Parties), all as though such payment had not been made. Each Guarantor expressly waives any rights that such Guarantor might otherwise have to renounce any continuing guarantee other than as set out in the Credit Agreement or by Applicable Law.

4.2 Revival of Indebtedness

If at any time, all or any part of any payment previously received by a Beneficiary and applied to any Obligation must be rescinded or returned by the Beneficiary for any reason whatsoever (including the insolvency, bankruptcy or reorganization of any of the Loan Parties), such Obligation shall, for the purpose of this Guarantee, to the extent that such payment must be rescinded or returned, be deemed to have continued in existence, notwithstanding such application by the Beneficiary, and this Guarantee shall continue to be effective or be reinstated, as the case may be, as to such Obligation as though such application by the Beneficiary had not been made. For certainty, this Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Borrower or any other Loan Party for liquidation or reorganization, should the Borrower or any other Loan Party become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Borrower's or any other Loan Party's assets, and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Obligations, or any part thereof, is, pursuant to Applicable Law, rescinded or reduced in amount, or must otherwise be restored or returned by any Beneficiary, whether as a "voidable preference", "fraudulent conveyance", or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

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ARTICLE 5 DEMAND FOR PAYMENT, EXPENSES AND INTEREST

5.1 Demand for Payment

The Beneficiaries shall be entitled to make demand upon the Guarantors at any time during the continuance of an Event of Default and upon any such demand the Beneficiaries may treat all Obligations, to the extent accelerated under the applicable Document, as due and payable and may forthwith collect from the Guarantors all Obligations. The Guarantors shall make payment to or performance in favour of the Beneficiaries of all Obligations forthwith after demand therefor is made upon the Guarantors by the Beneficiaries as aforesaid.

5.2 Stay of Acceleration

If acceleration of the time for payment of any amount payable by any Loan Party in respect of its Obligations is stayed upon the insolvency, bankruptcy, arrangement or reorganization of such Loan Party or any moratorium affecting the payment of the Obligations, all such amounts that would otherwise be subject to acceleration shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Beneficiaries.

5.3 Expenses

The Guarantors shall, jointly and severally, pay to the Beneficiaries all reasonable out of pocket costs and expenses, including all reasonable legal fees (on a solicitor and his own client basis) and other expenses incurred by the Beneficiaries from time to time in the enforcement, realization and collection of or in respect of this Guarantee in any litigation, bankruptcy or insolvency proceedings or otherwise. All such amounts shall be payable by the Guarantors on demand by the Beneficiaries.

5.4 Interest

Any payment obligation comprised in the Obligations guaranteed hereunder which is not paid when due hereunder shall bear interest, to the extent not already included in the Obligations, both before and after default or judgment, from the date of demand pursuant to Section 0 to the date of payment at the rate or rates provided in the relevant Document for such Obligations or, in the event no such rate is provided for therein, at a rate per annum that is equal to the Default Rate. Any other amounts payable pursuant hereto, including pursuant to Section 0, which are not paid when due hereunder shall bear interest, both before and after default or judgment, from the date of demand pursuant to Section 0 to the date of payment or reimbursement thereof by the Guarantors at a rate per annum that is

equal to the Default Rate. All such interest shall accrue daily and shall be payable by the Guarantors on demand by the Beneficiaries.

ARTICLE 6 SUBROGATION

6.1 Subrogation

• (x) Until all the Obligations have been irrevocably paid in full in cash, each Guarantor shall have no right of subrogation to, and waives to the fullest extent permitted by applicable law, any right to enforce any remedy which the Beneficiaries now have or may hereafter have against the Loan Parties in respect of the Obligations, and until such time such Guarantor waives any benefit of, and any right to participate in, any security, now or hereafter held by the Beneficiaries for the Obligations.
• (y) If (i) the Guarantors perform or make payment to the Beneficiaries of all amounts owing by the Guarantors under this Guarantee, and (ii) the Obligations are performed and irrevocably paid in full then the Beneficiaries will, at the Guarantors' request, execute and deliver to the Guarantors appropriate documents, without recourse and without representation and warranty, necessary to evidence the transfer by subrogation to the Guarantors of the Beneficiaries' interest in the Obligations and any security held therefor resulting from such performance or payment by the Guarantors.

ARTICLE 7 REPRESENTATIONS AND WARRANTIES; COVENANTS

7.1 Representations and Warranties

Each Guarantor represents and warrants as follows to each of the Beneficiaries and acknowledges and confirms that each of the Beneficiaries is relying upon such representations and warranties:

(a) Status and Authority

It is duly incorporated or formed, as applicable, under the laws of its jurisdiction of incorporation or formation, as applicable, and has all authority and powers and all material Governmental Authorizations required to carry on its business as now conducted.

(b) Valid Authorization

The execution, delivery and performance by each Guarantor of this Guarantee and each of the Documents to which it is a party (i) is within such Guarantor's authority, capacity and power, (ii) has been duly authorized by all necessary corporate,

partnership or other action, as applicable, (iii) requires no Governmental Authorization or action by or in respect of, or filing with, any Governmental Authority and (iv) does not contravene or constitute a default under any provision of applicable law, or any agreement or any judgment, injunction, order, decree or other instrument binding upon such Guarantor or result in the creation or imposition of any Security Interest on any asset of such Guarantor, other than pursuant to the Security.

(c) Enforceability of Documents

This Guarantee and each of the other Documents to which each Guarantor is a party constitute valid and legally binding obligations of such Guarantor, enforceable against such Guarantor in accordance with their respective terms, subject to applicable bankruptcy, insolvency and other laws of general application limiting the enforceability of creditors' rights and to the fact that equitable remedies are only available in the discretion of the court.

(d) Eligible Contract Participant Each Guarantor hereby represents and warrants in favour of the Beneficiaries that, as of the date hereof, it is an "eligible contract participant" as defined in the Commodity Exchange Act and the regulations thereunder.

7.2 Effective Time of Repetition

All representations and warranties, when repeated or deemed to be repeated hereunder, shall be construed with reference to the facts and circumstances existing at the time of repetition, unless they are stated herein to be made as at the date hereof.

7.3 Nature of Representations and Warranties

The representations and warranties set out in this Guarantee or deemed to be made pursuant hereto shall survive the execution and delivery of this Guarantee notwithstanding any investigations or examinations which may be made by the Beneficiaries or Beneficiaries' Counsel. Such representations and warranties shall survive until this Guarantee has been terminated.

7.4 Covenants Contained in the Credit Agreement and Other Documents

The Guarantors hereby covenant and agree with the Beneficiaries that the Guarantors shall observe, perform and comply with any and all of the covenants applicable to it contained in the Credit Agreement or other Documents.

7.5 Keepwell

To the extent a Guarantor is a Qualified ECP Guarantor, it hereby absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Loan Party to honour all of its obligations under its Guarantee in respect of Swap Obligations (provided, however, that such Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section, or otherwise under this Guarantee, voidable under Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of a Guarantor under this Section shall remain in full force and effect until the termination of this Guarantee pursuant to Section 11.7 of the Credit Agreement. Each Qualified ECP Guarantor intends that this Section constitute, and this Section shall be deemed to constitute, a "keepwell, support, or other agreement" for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

ARTICLE 8 POSTPONEMENT

8.1 Postponement

Upon the occurrence and during the continuance of an Event of Default, all debts, liabilities and obligations, present and future of the Loan Parties to or in favour of any Guarantor shall be and are hereby postponed and subordinated to the prior payment and performance in full of the Obligations. All money received by such Guarantor in respect of such debts, liabilities and obligations during the continuance of an Event of Default shall be received and held in trust for the benefit of the Beneficiaries and upon demand hereunder shall be forthwith paid over to the Beneficiaries, the whole without in any way lessening or limiting the liability and obligations of such Guarantor hereunder and this postponement is independent of the Guarantee and shall remain in full force and effect until payment and performance in full of the Obligations and all obligations of the Guarantors under this Guarantee.

ARITCLE 9 GENERAL

9.1 Waiver of Notices

The Guarantors hereby waive promptness, diligence, presentment, demand of payment, notice of acceptance and any other notice with respect to this Guarantee and the obligations guaranteed hereunder, except for the demand pursuant to Section 0.

9.2 Benefit of the Guarantee

This Guarantee shall enure to the benefit of the respective successors and permitted assigns of the Beneficiaries and be binding upon the successors of the Guarantors.

9.3 Foreign Currency Obligations

The Guarantors shall make payment relative to each Obligation in the currency (the "original currency") in which the Loan Parties are required to pay such Obligation. If the Guarantors make payment relative to any Obligation to the Beneficiaries in a currency (the "other currency") other than the original currency (whether voluntarily or pursuant to an order or judgment of a court or tribunal of any jurisdiction), such payment shall constitute a discharge of the liability of the Guarantors hereunder in respect of such Obligation only to the extent of the amount of the original currency which the Beneficiaries are able to purchase with the amount of other currency they receive on the date of receipt in accordance with normal practice. If the amount of the original currency which the Beneficiaries are able to purchase is less than the amount of such currency originally due in respect of the relevant Obligation, the Guarantors shall indemnify and save the Beneficiaries harmless from and against any loss or damage arising as a result of such deficiency. This indemnity shall constitute an obligation separate and independent from the other obligations contained in this Guarantee, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Beneficiaries and shall continue in full force and effect notwithstanding any judgment or order in respect of any amount due hereunder or under any judgment or order. A certificate of a Beneficiary as to any such loss or damage shall constitute prima facie evidence thereof, in the absence of manifest error.

9.4 Taxes and Set off by Guarantors

All payments by the Guarantors under this Guarantee, whether in respect of principal, interest, interest on overdue and unpaid interest, fees or any other Obligations, shall be made in full without any deduction or withholding (whether in respect of set off, counterclaim, duties, Taxes, charges or otherwise whatsoever) unless the Guarantors are prohibited by applicable laws from doing so, in which event the Guarantors shall:

• (a) ensure that the deduction or withholding does not exceed the minimum amount legally required;
• (b) forthwith pay to the Beneficiaries such additional amount so that the net amount received by the Beneficiaries will equal the full amount which would have been received by it had no such deduction or withholding been made, provided that no

additional amounts shall be payable with respect to any Excluded Taxes (as defined in the Credit Agreement);

• (c) pay to the relevant taxation or other authorities, within the period for payment required by applicable laws, the full amount of the deduction or withholding (including the full amount of any deduction or withholding from any additional amount paid pursuant to this Section); and
• (d) furnish to the Beneficiaries promptly, as soon as available, an official receipt of the relevant taxation or other authorities involved for all amounts deducted or withheld as aforesaid.

9.5 No Waiver; Remedies

No failure on the part of the Beneficiaries to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude the other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

9.6 Severability

If any provision of this Guarantee is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof shall continue in full force and effect.

9.7 Amendments and Waivers

Any provision of this Guarantee may be amended, waived or a consent given in respect thereof with the concurrence of the Guarantors and the Agent on behalf of the Beneficiaries. Any waiver and any consent by the Agent on behalf of the Beneficiaries under any provision of this Guarantee must be in writing signed by the Agent and may be given subject to any conditions thought fit by the Agent. Any waiver or consent shall be effective only in the instance and for the purpose for which it is given.

9.8 Additional Security

This Guarantee is in addition and without prejudice to any security of any kind (including, without limitation, other guarantees) now or hereafter held by the Beneficiaries and any other rights or remedies they might have.

9.9 Notices

Any demand, notice or other communication (hereinafter in this Section referred to as a "Communication") to be given in connection with this Guarantee shall be given in writing and may be given by personal delivery, facsimile or by registered mail addressed to the recipient as follows:

To the Agent on behalf of the Beneficiaries as follows:

Bank of Montreal, as Agent 234 Simcoe Street, 3rd Floor Toronto, ON M5T 1T4

Email: Ruth Bengo@BMO.com Attention: Ruth Bengo, Agency Deal Specialist

To any of the Guarantors:

c/o Source Energy Services Canada LP 100, 438 – 11th Avenue SE Calgary, Alberta T2G 0Y4

Facsimile: Chief Executive Officer Attention: (403) 800-9101

or such other address or electronic communication number as may be designated by notice by any party to the other. Any Communication given by personal delivery or facsimile transmission shall be conclusively deemed to have been given on the day of actual delivery or transmittal thereof and, if given by registered mail, on the third day following the deposit thereof in the mail. If the party giving any Communication knows or ought reasonably to know of any difficulties with the postal system which might affect the delivery of mail, any such Communication shall not be mailed but shall be given by personal delivery or facsimile transmission.

9.10 Assignment

The rights of the Beneficiaries under this Guarantee may be assigned by the Beneficiaries in accordance with the provisions of the Credit Agreement. The Guarantors may assign their obligations under this Guarantee with the prior written consent of the Beneficiaries.

9.11 Addition of New Guarantors

Additional persons may from time to time become Guarantors under this Guarantee by executing and delivering to the Agent on behalf of the Beneficiaries a supplemental agreement (together with all schedules thereto, a "Joinder") to this Guarantee, in substantially the form attached hereto as Schedule "C". Effective from and after the date of the execution and delivery by any person to the Agent of a Joinder such person shall be, and shall be deemed for all purposes to be, a Guarantor under this Guarantee with the same force and effect, and subject to the same agreements, representations, indemnities, liabilities and obligations, as if such person had been an original signatory to this Guarantee as a Guarantor. The execution and delivery of a Joinder by any additional person shall not require the consent of any Guarantor and all of the liabilities and obligations of any Guarantor under this Guarantee shall remain in full force and effect and shall not be affected or diminished by the addition or release of any other Guarantor hereunder.

9.12 Time of Essence

Time is of the essence with respect to this Guarantee and the time for performance of the obligations of the Guarantors under this Guarantee may be strictly enforced by the Beneficiaries.

9.13 Financial Condition of the Loan Parties

Each Guarantor is fully aware of the financial condition of the Loan Parties and acknowledges that it shall receive a benefit from the Borrower and the other Loan Parties entering into the Documents to which the Borrower and other Loan Parties are a party. Each Guarantor assumes all responsibility for being and keeping itself informed of the Loan Parties' financial condition and assets, and of all other circumstances bearing upon the risk of non payment or non performance of the Obligations and the nature, scope and extent of the risks which each Guarantor assumes and incurs hereunder, and agrees that the Beneficiaries shall not have a duty to advise the Guarantors of information known to any of them regarding such circumstances or risks.

9.14 Acknowledgement of Documentation

The Guarantors hereby acknowledge receipt of a true and complete copy of the other Documents and all of the terms and conditions thereof.

9.15 Entire Agreement

This Guarantee, the other Documents and the Lender Financial Instruments, as applicable, constitute the entire agreement between the Beneficiaries and the Guarantors with respect to the subject matter hereof and cancel and supersede any prior understandings and

agreements between such parties with respect thereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, expressed, implied or statutory, between such parties other than as expressly set forth herein or therein.

9.16 Governing Law

This Guarantee shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein.

9.17 Termination and Release

The obligations of the Guarantors hereunder shall terminate and be released by the Agent in accordance with Section 11.7 of the Credit Agreement.

9.18 Attornment

The Guarantors and each of the Beneficiaries hereby attorn and submit to the non-exclusive jurisdiction of the courts of the Province of Alberta in regard to legal proceedings relating to this Guarantee. For the purpose of all such legal proceedings, the courts of the Province of Alberta shall have jurisdiction to entertain any action arising under this Guarantee. Notwithstanding the foregoing, nothing in this Section shall be construed nor operate to limit the right of the Guarantors or the Beneficiaries to commence any action relating hereto in any other jurisdiction, nor to limit the right of the courts of any other jurisdiction to take jurisdiction over any action or matter relating hereto.

9.19 Waiver of Jury Trial

Each Guarantor hereby irrevocably waives trial by jury in any suit, action, or proceeding with respect to, or directly or indirectly arising out of, under, or in connection with, any Document or the transactions contemplated therein or related thereto (whether founded in contract, tort, or any other legal or other theory).

9.20 Grant of Security Interests

Each Guarantor (in its own capacity and in its capacity as general partner for any other Guarantor, as applicable) hereby consents to the grant from time to time by each other Guarantor of security interests, liens, mortgages, charges, pledges, assignments, title retention arrangements, hypothecs, encumbrances, ownership interests and other rights or claims to and in favour of the Agent and the other Beneficiaries pursuant to or in connection with the Credit Agreement and the other Documents.

9.21 Limited Liability of Limited Partners

Each of Source Energy Services Canadian Chemical LP, Source Energy Services Canadian Logistics LP and Source Energy Services US LP is a limited partnership formed under the laws of the Province of Alberta of which a limited partner thereof is only liable for any of its debts or any of its obligations to the extent of the amount that such limited partner has contributed or agreed to contribute to the capital of the limited partnership.

9.22 Amendment and Restatement

Effective as of the date hereof and upon acceptance by each of the parties hereto, each Existing Guarantee (i) is hereby amended and restated as set forth herein without in any way affecting the rights or obligations of any party which may have accrued as of the date hereof pursuant to the provisions of each Existing Guarantee prior to its amendment hereby, and (ii) is, as so amended and restated, ratified and confirmed by each of the parties hereto.

9.23 Counterparts

This Guarantee may be executed in several counterparts, including by way of facsimile or other electronic means (including via electronic mail in portable document format), each of which when so executed shall be deemed to be an original and all such counterparts taken together shall constitute one and the same original instrument.

[remainder of this page has been intentionally left blank]

IN WITNESS WHEREOF the Guarantors have executed this Guarantee as of the date first written above.

SOURCE ENERGY SERVICES US LP, by its general partner, SOURCE ENERGY SERVICES US II LP GP LTD.

SOURCE ENERGY SERVICES CANADIAN CHEMICAL LP, by its general partner, SOURCE ENERGY SERVICES CANADIAN CHEMICAL LP GP LTD.

Name: Name: Title: Title:

Per :

SOURCE ENERGY SERVICES CANADIAN LOGISTICS LP, by its general partner, SOURCE ENERGY SERVICES CANADIAN LOGISTICS LP GP LTD.

SOURCE ENERGY SERVICES CHEMICAL US LP, by its general partner, SOURCE ENERGY SERVICES US CHEMICAL GP, INC.

	Per
Per:	:
Name:	Name:
Title:	Title:
SOURCE ENERGY SERVICES	SOURCE ENERGY SERVICES
PROPPANTS LP, by its general partner, SOURCE ENERGY SERVICES US GP	LOGISTICS US LP, by its general partner, SOURCE ENERGY SERVICES US GP
LTD.	LTD.
	Per
Per:	:
Name:	Name:
Title:	Title:

SOURCE ENERGY SERVICES	SOURCE ENERGY SERVICES US II LP
CANADA LP GP LTD.	GP LTD.
	Per
Per:	:
Name:	Name:
Title:	Title:
SOURCE ENERGY SERVICES	SOURCE ENERGY SERVICES
CANADA HOLDINGS LTD.	CANADIAN CHEMICAL LP GP LTD.
	Per
Per:	:
Name:	Name:
Title:	Title:
SOURCE ENERGY SERVICES	SOURCE ENERGY SERVICES US GP
CANADIAN LOGISTICS LP GP LTD.	LTD.
	Per
Per:	:
Name:	Name:
Title:	Title:
CSP PROPERTY HOLDINGS LLC, by	SOURCE ENERGY SERVICES US
its sole member, SOURCE ENERGY	CHEMICAL GP, INC.
SERVICES US LP, by its general partner,
SOURCE ENERGY SERVICES US II LP
GP LTD.
	Per
Per:	:
Name:	Name:
Title:	Title:

[Signature Page - Schedule H-1 - Amended and Restated Guarantee]

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SCHEDULE "A"

GUARANTORS

	Guarantor	Jurisdiction
1.	Source Energy Services US LP	Alberta
2.	Source Energy Services Canadian Chemical LP	Alberta
3	Source Energy Services Canadian Logistics LP	Alberta
4.	Source Energy Services Chemical US LP	Delaware
5.	Source Energy Services Proppants LP	Delaware
6.	Source Energy Services Logistics US LP	Delaware
7.	Source Energy Services Canada LP GP Ltd.	Alberta
8.	Source Energy Services US II LP GP Ltd.	Alberta
9.	Source Energy Services Canada Holdings Ltd.	Canada
10	Source Energy Services Canadian Chemical LP GP Ltd.	Alberta
11	Source Energy Services Canadian Logistics LP GP Ltd.	Alberta
12.	Source Energy Services US GP Ltd.	Alberta
14.	CSP Property Holdings LLC	Wisconsin
15.	Source Energy Services US Chemical GP, Inc.	Delaware
16.	Berthold Transload Inc.	Delaware
17.	Sand Products Wisconsin LLC	Michigan
18.	Spartan Sand, LLC	Michigan
19.	Sand Products Rail LLC	Michigan

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SCHEDULE "B"

EXISTING GUARANTEES

• 1. A guarantee for indebtedness of an incorporated company dated as of October 16, 2013 granted by Source Energy Services US LP in favour of Bank of Montreal;
• 1. A guarantee for indebtedness of an incorporated company dated as of October 16, 2013 granted by Source Energy Services Canadian Chemical LP in favour of Bank of Montreal;
• 1. A guarantee for indebtedness of an incorporated company dated as of October 16, 2013 granted by Source Energy Services Canadian Logistics LP in favour of Bank of Montreal;
• 1. A guarantee for indebtedness of an incorporated company dated as of October 16, 2013 granted by Source Energy Services Canada LP GP Ltd. in favour of Bank of Montreal;
• 1. A guarantee for indebtedness of an incorporated company dated as of October 16, 2013 granted by Source Energy Services US II LP GP Ltd. in favour of Bank of Montreal;
• 1. A guarantee for indebtedness of an incorporated company dated as of October 16, 2013 granted by Source Energy Services Canada Holdings Ltd. in favour of Bank of Montreal;
• 1. A guarantee for indebtedness of an incorporated company dated as of October 16, 2013 granted by Source Energy Services Canadian Chemical LP GP Ltd. in favour of Bank of Montreal;
• 1. A guarantee for indebtedness of an incorporated company dated as of October 16, 2013 granted by Source Energy Services Canadian Logistics LP GP Ltd. in favour of Bank of Montreal;
• 1. A guarantee for indebtedness of an incorporated company dated as of October 16, 2013 granted by Source Energy Services US GP Ltd. in favour of Bank of Montreal; and
• 1. A guaranty agreement made as of October 16, 2013 by and among Source Energy Services Chemical US LP, Source Energy Services Proppants LP, Source Energy Services Logistics US LP, Source Energy Services US Chemical GP, Inc. and CSP Property Holdings LLC in favour of Bank of Montreal.

SCHEDULE "C"

FORM OF JOINDER AGREEMENT

THIS JOINDER AGREEMENT is made as of [●], 20[●] by ● (the "New Guarantor") in favour of BANK OF MONTREAL (the "Agent").

RECITALS:

A. Reference is made to the amended and restated guarantee (as further amended, restated, extended, supplemented, replaced, continued, renewed or otherwise modified from time to time, the "Guarantee") made as of December 21, 2015 between Source Energy Services US LP and the other guarantors party thereto and the Agent.

B. Section 0 of the Guarantee provides that additional persons may from time to time become Guarantors under the Guarantee by executing and delivering to the Agent a supplemental agreement to the Guarantee in the form of this Joinder.

C. As a condition to the Lenders continuing to make certain financial accommodations available to the Borrower under the Documents, the New Guarantor has agreed to execute and deliver this Joinder to the Agent.

NOW THEREFORE, for good and a valuable consideration, it is agreed:

• 1. Capitalized terms (including in the recitals hereto) used but not otherwise defined in this Joinder have the meanings given to such terms in the Guarantee.
• 1. The New Guarantor has received a copy of, and has reviewed, the Guarantee and is executing and delivering this Joinder to the Agent pursuant to Section 0 of the Guarantee.
• 1. Effective from and after the date this Joinder is executed and delivered to the Agent by the New Guarantor, the New Guarantor shall be, and shall be deemed for all purposes to be, a Guarantor under the Guarantee with the same force and effect, and subject to the same agreements, representations, indemnities, liabilities and obligations as if the New Guarantor had been an original signatory to the Guarantee as a Guarantor, including for certainty, 0 and 0 of the Guarantee.
• 1. The New Guarantor represents and warrants to the Agent that (a) this Joinder has been duly authorized, executed and delivered by the New Guarantor and constitutes a legal, valid and binding obligation of the New Guarantor enforceable against the New Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency and other laws

of general application limiting the enforceability of creditors' rights and to the fact that equitable remedies are only available in the discretion of the court, (b) the attached supplements to Schedule "A" to the Guarantee completely set forth all additional information required pursuant to the Guarantee, and the New Guarantor hereby agrees that such supplements to Schedule "A" shall constitute part of the Schedule "A" to the Guarantee, and (c) except as otherwise set forth in such supplements, each of the representations and warranties made or deemed to have been made by it under the Guarantee as a Guarantor are true and correct on the date of this Joinder.

• 1. This Joinder may be effectively delivered by facsimile (fax) transmission or other electronic means.
• 1. This Joinder is a contract made under, and shall be governed by and construed in accordance with, the laws of the Province of Alberta and the federal laws of Canada applicable therein.
• 1. This Joinder may be assigned by the Agent and the New Guarantor in accordance with the terms of the Guarantee. All of the Agent's rights under this Joinder shall enure to the benefit of its successors and permitted assigns and all of the New Guarantor's obligations under this Joinder shall bind the New Guarantor and its successors and permitted assigns.

[the remainder of this page has been intentionally left blank]

IN WITNESS WHEREOF the New Guarantor has duly executed this Joinder as of the date first written above.

[NEW GUARANTOR]

Per:

Name: Title:

SCHEDULE H-2 SECURITY

AMENDED AND RESTATED GENERAL SECURITY AGREEMENT

THIS AGREEMENT is made as of December 21, 2015.

B E T W E E N:

EACH OF THE PARTIES LISTED IN SCHEDULE "A" HERETO TOGETHER WITH ANY OTHER PERSON THAT MAY BECOME A PARTY HERETO AS PROVIDED HEREIN (hereinafter referred to as the "Debtors" and individually as a "Debtor")

and

BANK OF MONTREAL, a Canadian chartered bank, in its capacity as Agent (hereinafter referred to as the "Secured Party").

WHEREAS each Debtor provided an Existing Security Agreement in favour of Bank of Montreal and has agreed to amend and restate its Existing Security Agreement on the terms and conditions herein set forth;

AND WHEREAS the Debtors have agreed to grant, as general and continuing security for the payment and performance of the Obligations (as hereinafter defined), the security interest and assignment, mortgage and charge granted herein;

AND WHEREAS the Lenders, the Bank Product Providers and the Hedging Affiliates have appointed and authorized the Secured Party to act as their agent and attorney for the purpose of holding security granted by the Debtors;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the covenants and agreements herein contained the parties agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

In this Agreement, including the recitals hereto, this Section and any schedules or attachments hereto, unless something in the subject matter or context is inconsistent therewith:

"Agreement" means this amended and restated general security agreement, as further amended, modified, supplemented or restated from time to time in accordance with the provisions hereof.

"Beneficiaries" means, collectively, the Lenders, the Bank Product Providers, the Hedging Affiliates and the Secured Party, and "Beneficiary" means any of the Lenders, the Bank Product Providers, the Hedging Affiliates or the Secured Party.

"Borrower" means Source Energy Services Canada LP and its successors and assigns.

"Charge" means the security interests, assignments, mortgages and charges created hereunder.

"Collateral" has the meaning set out in Section 2.1.

"Credit Agreement" means the amended and restated credit agreement made as of December 21, 2015 between the Borrower, as borrower, the Secured Party, as Agent and the Lenders, as lenders, relating to the establishment of certain credit facilities in favour of the Borrower, as the same may be further amended, modified, supplemented or restated from time to time in accordance with the provisions thereof.

"Existing Security Agreements" means each of the security agreements listed on Schedule "B" hereto and "Existing Security Agreement" means each security agreement listed on Schedule "B" hereto, as applicable and as the context requires, as the same may have been amended, modified, supplemented or restated from time to time prior to the date hereof in accordance with the provisions thereof.

"Guarantee" means the amended and restated guarantee made as of even date herewith granted by each of the Debtors (excluding the Borrower) in favour of the Beneficiaries, as the same may be further amended, modified, supplemented or restated from time to time in accordance with the provisions thereof.

"Obligations" means, collectively, at any time and from time to time, all present and future obligations, liabilities and indebtedness (absolute or contingent, matured or otherwise) of the Debtor to the Beneficiaries including, without limitation:

(a) with respect to the Borrower, (a) all present and future obligations, liabilities and indebtedness (absolute or contingent, matured or otherwise) of the Borrower to the Agent and the Lenders under, pursuant or relating to the Credit Agreement and such other Documents to which the Borrower is a party and including, without limitation, the principal of, and all interest, fees, reasonable legal and other costs, charges and expenses owing or payable on or in respect of, any and

all Loans, (b) all Bank Product Obligations of or owing by the Borrower to any and all Lenders and Bank Product Providers and (c) all Lender Financial Instrument Obligations of or owing by the Borrower to any and all Lenders and Hedging Affiliates; and

(b) with respect to each Debtor (other than the Borrower), (a) all present and future obligations, liabilities and indebtedness (absolute or contingent, matured or otherwise) of each such Debtor to the Agent and the Lenders under, pursuant or relating to the Guarantee and such other Documents to which each such Debtor is a party, (b) all Bank Product Obligations of or owing by each such Debtor to any and all Lenders and Bank Product Providers and (c) all Lender Financial Instrument Obligations of or owing by each such Debtor to any and all Lenders and Hedging Affiliates,

in each case whether the same are from time to time reduced and thereafter increased or entirely extinguished and thereafter incurred again.

1.2 Definitions used in the Credit Agreement

Capitalized terms used herein without express definition shall, unless something in the subject matter or context is inconsistent therewith, have the same meanings as are ascribed to such terms in the Credit Agreement.

1.3 Personal Property Security Act (Alberta) Definitions

The terms "accessions", "accounts", "chattel paper", "documents of title", "goods", "instruments", "intangibles", "inventory", "investment property", "money" and "proceeds" whenever used herein shall have the meanings given to those terms in the Personal Property Security Act (Alberta) (the "PPSA"), as now enacted or as the same may from time to time be amended, re-enacted or replaced.

1.4 Headings and References

The division of this Agreement into Articles and Sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms "this Agreement", "hereof", "hereunder" and similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof and include any agreement supplemental hereto. Unless something in the subject matter or context is inconsistent therewith, reference herein to Articles and Sections are to Articles and Sections of this Agreement.

1.5 Included Words

In this Agreement words importing the singular number only shall include the plural and vice versa, words importing any gender shall include all genders, words importing persons shall include individuals, partnerships, associations, trusts, unincorporated organizations and corporations and words and terms denoting inclusiveness (such as "include" or "includes" or "including"), whether or not so stated, are not limited by their context or by the words or phrases which precede or succeed them.

1.6 Calculation of Interest

Whenever a rate of interest hereunder is calculated on the basis of a year (the "deemed year") which contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest shall be expressed as a yearly rate for the purposes of the Interest Act (Canada) by multiplying such rate of interest by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year.

1.7 Schedules

Any schedule to this Agreement is incorporated by reference and shall be deemed to be part of this Agreement.

1.8 References to Debtor

All references in this Agreement to representations and warranties by, covenants of, actions and steps by, or the performance of the terms and conditions hereof by a "Debtor" that is a partnership shall, as the context requires, be and shall be construed as being by the partners or general partner, as applicable, of such Debtor on behalf of and in respect of such partnership.

ARTICLE 2 GRANT OF SECURITY

2.1 Security

As general and continuing security for the payment and performance of the Obligations, each Debtor hereby grants to the Secured Party a security interest in all personal and after-acquired personal property and all other present and future undertaking, assets and property, both real and personal, of the Debtor (collectively, the "Collateral"), and as further general and continuing security for the payment and performance of the Obligations, the Debtor hereby assigns the Collateral to the Secured Party and mortgages and charges the Collateral to the Secured Party (with respect to real property, as and by way of a floating charge). Without limiting the generality of the foregoing, the Collateral shall include all right, title and interest that the Debtor now has, may

be possessed of, entitled to, or acquire, by way of amalgamation or otherwise, now or hereafter or may hereafter have in all property of the following kinds:

• (a) Accounts Receivable: all debts, accounts, accounts receivables, claims and choses in action which are now or which may hereafter become due, owing or accruing due to the Debtor (collectively, the "Receivables");
• (b) Inventory: all inventory of whatever kind and wherever situated including, without limiting the generality of the foregoing, all goods held for sale or lease, or furnished or to be furnished under contracts for service, or that are work in progress, or that are raw materials used or consumed in the business of the Debtor (collectively, the "Inventory");
• (c) Equipment: all goods, machinery, equipment, fixtures, furniture, plant, vehicles and other tangible personal property which are not Inventory, including, without limiting the generality of the foregoing, the tangible personal property described in any schedule hereto executed by both the Debtor and the Secured Party;
• (d) Chattel Paper: all chattel paper;
• (e) Documents of Title: all warehouse receipts, bills of lading and other documents of title, whether negotiable or not;
• (f) Investment Property and Instruments: all shares, stock, warrants, bonds, debentures, debenture stock and other investment property and all instruments (collectively, the "Securities");
• (g) Intangibles: all intangibles not described in Section 2.1(a) including, without limiting the generality of the foregoing, all goodwill, patents, trademarks, copyrights and other intellectual property;
• (h) Money: all coins or bills or other medium of exchange adopted for use as part of the currency of Canada or of any foreign government;
• (i) Books, Records, Etc.: all books, papers, accounts, invoices, documents and other records in any form evidencing or relating to any of the property described in Sections 2.1(a) to (h) inclusive, and all contracts, securities, instruments and other rights and benefits in respect thereof;
• (j) Substitutions, Etc.: all replacements of, substitutions for and increases, additions and accessions to any of the property described in Sections 2.1(a) to (i) inclusive; and

(k) Proceeds: all proceeds of the property described in Sections 2.1(a) to (j) inclusive including, without limiting the generality of the foregoing, all personal property in any form or fixtures derived directly or indirectly from any dealing with such property or that indemnifies or compensates for the loss of or damage to such property;

provided that the Charge shall not: (i) extend, include or apply to the last day of the term of any lease now held or hereafter acquired by the Debtor, but should the Secured Party enforce the said Charge, the Debtor shall thereafter stand possessed of such last day and shall hold it in trust to assign the same to any person acquiring such term in the course of the enforcement of the said Charge, (ii) render the Secured Party liable to observe or perform any term, covenant or condition of any agreement, document or instrument to which the Debtor is a party or by which it is bound or (iii) extend to, and the Collateral shall not include any agreement, right, franchise, licence or permit (the "Contractual Rights") to which the Debtor is a party or of which the Debtor has benefit, to the extent that the creation of the Charge herein would constitute a breach of the terms of, or permit any person to terminate, the Contractual Rights, but the Debtor shall hold its interest therein in trust for the Secured Party and shall assign such Contractual Rights to the Secured Party forthwith upon obtaining the consent of all other parties thereto. The Debtor agrees that it shall, upon the request of the Secured Party, acting reasonably, use all commercially reasonable efforts to obtain any consent required to permit any Contractual Rights to be subjected to the Charge herein. The Charge with respect to the patents, trademarks, copyrights and other intellectual property constitutes a security interest in, and a charge, hypothecation, and pledge of, such Collateral in favour of the Secured Party, but does not constitute an assignment or mortgage of such Collateral to the Secured Party or any Lenders. Until the Charge comes enforceable, the grant of the Charge in the patents, trademarks, copyrights and other intellectual property will not affect in any way the Debtor's rights to commercially exploit it or defend or enforce the Debtor's rights in it or with respect to it.

2.2 Attachment of Security Interest

Each Debtor acknowledges (i) that value has been given, (ii) that the security interest granted hereby shall attach when the Debtor signs this Agreement and the Debtor has any rights in the Collateral, (iii) it has not agreed to postpone the time of attachment of the security interest and (iv) it has received a copy of this Agreement.

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ARTICLE 3 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE DEBTOR

3.1 Representations and Warranties

Each Debtor hereby represents and warrants to the Secured Party and the Beneficiaries that (and acknowledges that the Secured Party and the Beneficiaries are relying on the same):

• (a) the address of the Debtor's chief executive office (as such term is utilized in the PPSA) is that given in Schedule "A" in respect of such Debtor;
• (b) the address of the office where the Debtor keeps its records respecting the Receivables is that given in Schedule "A" in respect of such Debtor;
• (c) all of the tangible property and assets of the Debtor, real or personal, are located in the jurisdictions set forth in Schedule "A" in respect of such Debtor; and
• (d) it has not granted "control" (within the meaning of such term under Section 1(1.1) of the PPSA) over any investment property to any person other than the Secured Party.

3.2 Survival of Representations and Warranties

The representations and warranties set out in this Agreement shall survive the execution and delivery of this Agreement notwithstanding any investigations or examinations which may be made by any of the Beneficiaries or their legal counsel. Such representations and warranties shall survive until this Agreement has been terminated and discharged in accordance with Section 0 hereof.

3.3 Covenants

Each Debtor covenants with the Secured Party that the Debtor shall:

• (a) not change its name or the jurisdiction of its chief executive office or the location of the office where it keeps its records respecting the Receivables without giving 15 days' prior written notice thereof to the Secured Party;
• (b) from time to time forthwith at the request of the Secured Party execute and deliver all such financing statements, schedules, assignments and documents, and do all such further acts and things as may be reasonably required by the Secured Party to effectively carry out the full intent and meaning of this Agreement, including, without limitation, to enforce the Charge and remedies provided hereunder, or to

better evidence and perfect the Charge, and, upon the occurrence and continuance of an Event of Default, the Debtor hereby irrevocably constitutes and appoints the Secured Party, or any Receiver (as defined below) appointed by the court or the Secured Party, the true and lawful attorney of the Debtor, with full power of substitution, to do any of the foregoing in the name of the Debtor whenever and wherever the Secured Party or any such Receiver may consider it to be necessary or expedient;

• (c) pay to the Secured Party forthwith upon demand all reasonable costs and expenses (including, without limiting the generality of the foregoing, all reasonable legal, Receiver's and accounting fees and expenses) incurred by or on behalf of the Secured Party in connection with the preparation, execution and perfection of this Agreement and the carrying out of any of the provisions of this Agreement including, without limiting the generality of the foregoing, protecting and preserving the Charge and enforcing by legal process or otherwise the remedies provided herein; and all such costs and expenses shall be added to and form part of the Obligations secured hereunder; and
• (d) not grant "control" (within the meaning of such term under Section 1(1.1) of the PPSA) over any investment property to any person other than the Secured Party.

Upon the Borrower providing the Secured Party with a replacement Schedule N to the Credit Agreement evidencing a change in a Debtor's name or the jurisdiction of a Debtor's chief executive office or the location of the offices where a Debtor keeps its records respecting the Receivables, Schedule "A" to this Agreement shall automatically be deemed to be amended in the same manner as Schedule N to the Credit Agreement without any further action on the part of the Debtors or the Secured Party.

ARTICLE 4 SECURITIES; ACCOUNT DEBTORS

4.1 Registration of Securities

If an Event of Default has occurred and is continuing, the Secured Party may require that the Debtors have any Securities registered in the name of the Secured Party or in the name of its nominee and shall be entitled but not bound or required to exercise any of the rights that any holder of such Securities may at any time have, provided that, until an Event of Default has occurred and is continuing, the Debtors shall be entitled to exercise all voting power from time to time exercisable in respect of the Securities. The Beneficiaries shall not be responsible for any loss occasioned by the exercise of any of such rights or by failure to exercise the same within the time limit for the exercise thereof. The Debtors shall from time to time forthwith upon the request of

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the Secured Party deliver to the Secured Party those Securities requested by the Secured Party duly endorsed for transfer to the Secured Party or its nominee to be held by the Secured Party subject to the terms of this Agreement.

4.2 Notification of Account Debtors

If an Event of Default has occurred and is continuing, the Secured Party may give notice of this Agreement and the Charge granted hereby to any account debtors of a Debtor or to any other person liable to a Debtor and may give notice to any such account debtors or other person to make all further payments to the Secured Party, and, after the occurrence and during the continuance of an Event of Default, any payment or other proceeds of Collateral received by a Debtor from account debtors or from any other person liable to such Debtor whether before or after any notice is given by the Secured Party shall be held by such Debtor in trust for the Secured Party and forthwith paid over to the Secured Party on request.

ARTICLE 5 REMEDIES

5.1 Remedies

• (a) Upon the occurrence and during the continuance of any Event of Default any or all security granted hereby shall, at the option of the Secured Party, become immediately enforceable and, in addition to any right or remedy provided by law, the Secured Party will have the rights and remedies set out below, all of which rights and remedies will be enforceable successively, concurrently, or both, and are in addition to and not in substitution for any other rights or remedies the Secured Party may have:
• (i) the Secured Party may by appointment in writing appoint a receiver or receiver and manager (each herein referred to as the "Receiver") of the Collateral (which term when used in this Section 5.1 shall include the whole or any part of the Collateral) and may remove or replace such Receiver from time to time or may institute proceedings in any court of competent jurisdiction for the appointment of a Receiver of the Collateral; and the term "Secured Party" when used in this Section 5.1 shall include any Receiver so appointed and the agents, officers and employees of such Receiver; and the Secured Party shall not be in any way responsible for any misconduct or negligence of any such Receiver;
• (ii) the Secured Party may take possession of the Collateral and require a Debtor to assemble the Collateral and deliver or make the Collateral available to

the Secured Party at such place or places as may be specified by the Secured Party;

• (iii) the Secured Party may take such steps as it considers desirable to maintain, preserve or protect the Collateral;
• (iv) the Secured Party may carry on or concur in the carrying on of all or any part of the business of the Debtors;
• (v) the Secured Party may enforce any rights of the Debtors in respect of the Collateral by any manner permitted by law;
• (vi) the Secured Party may sell, lease or otherwise dispose of the Collateral at public auction, by private tender, by private sale or otherwise either for cash or upon credit upon such terms and conditions as the Secured Party may determine and without notice to the Debtors unless required by law and may execute and deliver to the purchaser or purchasers of the Collateral or any part thereof a good and sufficient deed or conveyance or deeds or conveyances for the same, any officer or duly authorized representative of the Secured Party being hereby constituted the irrevocable attorney of the Debtors for the purpose of making such sale and executing such deeds or conveyances, and any such sale made as aforesaid shall be a perpetual bar both in law and in equity against the Debtors and all other persons claiming all or any part of the Collateral by, from, through or under the Debtors;
• (vii) the Secured Party may accept the Collateral in satisfaction or partial satisfaction of the Obligations upon notice to the Debtors of its intention to do so in the manner required by law;
• (viii) the Secured Party may borrow money on the security of the Collateral for the purpose of the carrying on of the business of the Debtors or for the maintenance, preservation, protection or realization of the Collateral in priority to the Charge;
• (ix) the Secured Party may, subject to applicable law, enter upon, occupy and use all or any of the Collateral occupied by a Debtor and use all or any of the Collateral for such time as the Secured Party requires to facilitate the realization of the Collateral, free of charge, and the Secured Party and the Beneficiaries will not be liable to any Debtor for any neglect in so doing (other than gross negligence or wilful misconduct on the part thereof) or in

respect of any rent, charges, depreciation or damages in connection with such actions;

• (x) (x) the Secured Party may charge on its own behalf and pay to others all amounts for expenses incurred and for services rendered in connection with the exercise of the rights and remedies of the Beneficiaries hereunder, including, without limiting the generality of the foregoing, reasonable legal, Receiver and accounting fees and expenses, and in every such case the amounts so paid together with all costs, charges and expenses incurred in connection therewith, including interest thereon at a rate per annum equal to, in respect of Canadian dollars, the rate of interest per annum then payable on Canadian Prime Rate Loans plus 2.0% per annum and, in respect of United States dollars, the rate of interest per annum then payable on U.S. Base Rate Loans plus 2.0% per annum, shall be added to and form part of the Obligations hereby secured; and
• (xi) the Secured Party may discharge any claim, Security Interest, encumbrance or any rights of others that may exist or be threatened against the Collateral, and in every such case the amounts so paid together with all reasonable costs, charges and expenses incurred in connection therewith shall be added to the Obligations hereby secured.
• (b) The Secured Party and the Beneficiaries may:
• (i) grant extensions of time,
• (ii) take and perfect or abstain from taking and perfecting security,
• (iii) give up securities,
• (iv) accept compositions or compromises,
• (v) grant releases and discharges, and
• (vi) release any part of the Collateral or otherwise deal with any of the Debtors, debtors and creditors of the Debtors, sureties and others and with the Collateral and other security as the Secured Party sees fit,

without prejudice to the liability of any of the Debtors to the Secured Party and the Beneficiaries or the Beneficiaries' rights hereunder.

• (c) The Beneficiaries shall not be liable or responsible for any failure to seize, collect, realize, or obtain payment with respect to the Collateral and shall not be bound to institute proceedings or to take other steps for the purpose of seizing, collecting, realizing or obtaining possession or payment with respect to the Collateral or for the purpose of preserving any rights of the Secured Party, any Debtor or any other person, in respect of the Collateral.
• (d) The Secured Party shall apply any proceeds of realization of the Collateral to payment of reasonable expenses in connection with the preservation and realization of the Collateral as above described and the Secured Party shall apply any balance of such proceeds to payment of the Obligations in accordance with the Credit Agreement. If the disposition of the Collateral fails to satisfy the Obligations secured by this Agreement and the aforesaid expenses, each Debtor will be liable to pay any deficiency to the Secured Party and the Beneficiaries forthwith on demand. Subject to the requirements of applicable law, any surplus realized in excess of the Obligations shall be paid over to the Debtors.
• (e) Any Receiver shall be entitled to exercise all rights and powers of the Secured Party hereunder. To the extent permitted by law, any Receiver shall for all purposes be deemed to be the agent of the Debtors and not of the Secured Party and each of the Debtors shall be solely responsible for the Receiver's acts or defaults and remuneration.

ARTICLE 6 GENERAL

6.1 Benefit of the Agreement

This Agreement shall be binding upon the successors and permitted assigns of the Debtors and shall benefit the successors and permitted assigns of the Secured Party and other Beneficiaries.

6.2 Conflict of Terms; Entire Agreement

This Agreement has been entered into as collateral security for the Obligations and is subject to all the terms and conditions of the Credit Agreement, Lender Financial Instruments and, in the case of the Debtors (other than the Borrower), the Guarantee and, if there is any conflict or inconsistency between the provisions of this Agreement and the provisions of Credit Agreement, the Lender Financial Instruments and, in the case of the Debtors (other than the Borrower), the Guarantee, the rights and obligations of the Debtors, the Secured Party and the Beneficiaries shall be governed by the provisions of the Credit Agreement, the Lender Financial Instruments or the Guarantee, as applicable. This Agreement together with the Credit Agreement, the Lender

Financial Instruments and, in the case of the Debtors (other than the Borrower), the Guarantee and all other Documents to which a Debtor is a party constitute the entire agreement between the Debtor and the Secured Party with respect to the subject matter hereof. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the Beneficiaries and the Debtors except as expressly set forth therein and herein.

6.3 No Waiver

No delay or failure by the Beneficiaries in the exercise of any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude the other or further exercise thereof or the exercise of any other right.

6.4 Severability

If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof shall continue in full force and effect. To the extent permitted by applicable law the parties hereby waive any provision of law that renders any provision hereof prohibited or unenforceable in any respect.

6.5 Notices

Any demand, notice or other communication to be given in connection with this Agreement shall be given, in the case of the Borrower, in such manner as is set forth in the Credit Agreement and, in the case of the other Debtors, in such manner as is set forth in the Guarantee.

6.6 Modification; Waivers; Assignment

This Agreement may not be amended or modified in any respect except by written instrument signed by the Debtors and the Secured Party. No waiver of any provision of this Agreement by the Secured Party shall be effective unless the same is in writing and signed by the Secured Party, and then such waiver shall be effective only in the specific instance and for the specific purpose for which it is given. The rights of the Secured Party (including those of any Beneficiary) under this Agreement may only be assigned in accordance with the requirements of the Credit Agreement or applicable Lender Financial Instrument (as the case may be). The Debtors may not assign their obligations under this Agreement, without the prior written consent of the Secured Party. Any assignee of a Beneficiary shall be bound hereby, mutatis mutandis.

6.7 Additional Continuing Security

This Agreement and the Charge granted hereby are in addition to and not in substitution for any other security now or hereafter held by the Secured Party or the other Beneficiaries and this Agreement is a continuing agreement and security that shall remain in full force and effect until discharged by the Secured Party.

6.8 Discharge

Each Debtor and the Collateral shall not be discharged from the Charge or from this Agreement except in accordance with Section 11.7 of the Credit Agreement, including any automatic release of the Charge as provided therein.

6.9 No Release

The loss, injury or destruction of the Collateral shall not operate in any manner to release or discharge a Debtor from any of its liabilities to the Beneficiaries.

6.10 No Obligation to Act

Notwithstanding any provision of this Agreement or any other Document or the operation, application or effect hereof, the Secured Party, the other Beneficiaries or any Receiver, or any representative or agent acting for or on behalf of the foregoing, shall not have any obligation whatsoever to exercise or refrain from exercising any right, power, privilege or interest hereunder or to receive or claim any benefit hereunder.

6.11 Admit to Benefit

Subject to Section 6.6, no person other than the Debtors and the Beneficiaries shall have any rights or benefits under this Agreement, nor is it intended that any such person gain any benefit or advantage as a result of this Agreement nor shall this Agreement constitute a subordination of any security in favour of such person.

6.12 Addition of New Debtors

Additional persons may from time to time become Debtors under this Agreement by executing and delivering to the Secured Party on behalf of the Beneficiaries a supplemental agreement (together with all schedules thereto, a "Joinder") to this Agreement, in substantially the form attached hereto as Schedule "C". Effective from and after the date of the execution and delivery by any person to the Secured Party of a Joinder such person shall be, and shall be deemed for all purposes to be, a Debtor under this Agreement with the same force and effect, and subject to the same agreements, representations, indemnities, liabilities and obligations, as if such person

had been an original signatory to this Agreement as a Debtor. The execution and delivery of a Joinder by any additional person shall not require the consent of any Debtor and all of the liabilities and obligations of any Debtor under this Agreement shall remain in full force and effect and shall not be affected or diminished by the addition or release of any other Debtor hereunder.

6.13 Time of the Essence

Time shall be of the essence with regard to this Agreement.

6.14 Waiver of Financing Statement, etc.

Each Debtor hereby waives the right to receive from the Secured Party or the other Beneficiaries a copy of any financing statement, financing change statement or other statement or document filed or registered at any time in respect of this Agreement or any verification statement or other statement or document issued by any registry that confirms or evidences registration of or relates to this Agreement.

6.15 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein.

6.16 Saskatchewan Wavier

Each Debtor agrees that:

• A. The Land Contract (Actions) Act (Saskatchewan) shall have no application to any action, as defined in that Act, with respect to this Agreement; and
• B. The Limitation of Civil Rights Act (Saskatchewan) shall have no application to this Agreement or any agreement renewing, extending or collateral to this Agreement.

6.17 Attornment

Each of the Debtors and each of the Beneficiaries each hereby attorn and submit to the nonexclusive jurisdiction of the courts of the Province of Alberta. For the purpose of all legal proceedings, this Agreement shall be deemed to have been performed in the Province of Alberta and the courts of the Province of Alberta shall have jurisdiction to entertain any action or proceeding arising under this Agreement. Notwithstanding the foregoing, nothing herein shall be construed nor operate to limit the right of any Debtor or any Beneficiary to commence any action

or proceeding relating hereto in any other jurisdiction, nor to limit the right of the courts of any other jurisdiction to take jurisdiction over any action, proceeding or matter relating hereto.

6.18 Executed Copy

Each Debtor hereby acknowledge receipt of a fully executed copy of this Agreement.

6.19 Limited Liability of Limited Partners

Each of Source Energy Services Canada LP, Source Energy Services Canadian Chemical LP, Source Energy Services Canadian Logistics LP and Source Energy Services US LP is a limited partnership formed under the laws of the Province of Alberta of which a limited partner thereof is only liable for any of its debts or any of its obligations to the extent of the amount that such limited partner has contributed or agreed to contribute to the capital of the limited partnership.

6.20 Amendment and Restatement

Effective as of the date hereof and upon acceptance by each of the parties hereto, each Existing Security Agreement (i) is hereby amended and restated as set forth herein without in any way affecting the rights or obligations of any party which may have accrued as of the date hereof pursuant to the provisions of each Existing Security Agreement prior to its amendment hereby, and (ii) is, as so amended and restated, ratified and confirmed by each of the parties hereto.

6.21 Counterparts

This Agreement may be executed in any number of counterparts, including by way of facsimile or other electronic means (including via electronic mail in portable document format), each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.

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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first written above.

SOURCE ENERGY SERVICES US LP, by its general partner, SOURCE ENERGY SERVICES US II LP GP LTD.

SOURCE ENERGY SERVICES CANADIAN CHEMICAL LP, by its general partner, SOURCE ENERGY SERVICES CANADIAN CHEMICAL LP GP LTD.

	Per
Per:	:
Name:	Name:
Title:	Title:
SOURCE ENERGY SERVICES	SOURCE ENERGY SERVICES CANADA
CANADIAN LOGISTICS LP, by its general partner, SOURCE ENERGY	LP, by its general partner, SOURCE ENERGY SERVICES CANADA LP GP
SERVICES CANADIAN LOGISTICS LP GP LTD.	LTD.
	Per
Per:	:
Name:	Name:
Title:	Title:
SOURCE ENERGY SERVICES US II LP	SOURCE ENERGY SERVICES CANADA
GP LTD.	HOLDINGS LTD.
	Per
Per:	:
Name:	Name:
Title:	Title:

[Signature Page - Schedule H-2 - Omnibus Cdn Amended and Restated Security Agreement]

SOURCE ENERGY SERVICES
CANADIAN CHEMICAL LP GP LTD.

SOURCE ENERGY SERVICES CANADIAN LOGISTICS LP GP LTD. Per

Per:		:
	Name:		Name:
	Title:		Title:

SOURCE ENERGY SERVICES US GP LTD.

Per:

Name: Name: Title: Title:

SOURCE ENERGY SERVICES CANADA LP GP LTD.

Per :

BANK OF MONTREAL,

as Secured Party

Per:

Name: Title:

Per:

Name: Title:

SCHEDULE "A"

DEBTORS

	Debtor	Jurisdiction where tangible assets are located	Chief executive office of the Debtor:	Office where the Debtor keeps its records concerning the Receivables:
1.	Source Energy Services US LP	No assets other than Ownership Interests in Subsidiaries	3430 Oakwood Mall Drive — Suite 300 Eau Claire, WI USA 54701	3430 Oakwood Mall Drive — Suite 300 Eau Claire, WI USA 54701 and 500, 438 - 11 Ave SE Calgary, Alberta T2G 0Y4
2.	Source Energy Services Canadian Chemical LP	Alberta and British Columbia	500, 438 - 11 Ave SE, Calgary, Alberta T2G 0Y4	500, 438 - 11 Ave SE, Calgary, Alberta T2G 0Y4 and 3430 Oakwood Mall Drive — Suite 300 Eau Claire, WI USA 54701
3.	Source Energy Services Canadian Logistics LP	Alberta, British Columbia and Saskatchewan	500, 438 - 11 Ave SE, Calgary, Alberta T2G 0Y4	500, 438 - 11 Ave SE Calgary, Alberta T2G 0Y4 and 3430 Oakwood Mall Drive — Suite 300 Eau Claire, WI USA 54701

A - 2
-------	--

4.	Source Energy	Alberta, British	500, 438 - 11 Ave	500, 438 - 11 Ave
	Services Canada LP	Columbia and	SE, Calgary,	SE Calgary, Alberta
		Saskatchewan	Alberta T2G 0Y4	T2G 0Y4
				and
				3430 Oakwood Mall
				Drive — Suite 300
				Eau Claire, WI USA
				54701
5.	Source Energy	Alberta, British	500, 438 - 11 Ave	500, 438 - 11 Ave
	Services Canada LP	Columbia and	SE, Calgary,	SE Calgary, Alberta
	GP Ltd.	Saskatchewan	Alberta T2G 0Y4	T2G 0Y4
				and
				3430 Oakwood Mall
				Drive — Suite 300
				Eau Claire, WI USA
				54701
6.	Source Energy	No assets other	3430 Oakwood	3430 Oakwood Mall
	Services US II LP GP	than (a) in its	Mall Drive —	Drive — Suite 300
	Ltd.	capacity as general	Suite 300 Eau	Eau Claire, WI USA
		partner of certain	Claire, WI USA	54701
		limited	54701	and
		partnerships and		500, 438 - 11 Ave
		(b) Ownership		SE Calgary, Alberta
		Interests in		T2G 0Y4
		Subsidiaries
7.	Source Energy	Alberta, British	500, 438 - 11 Ave	500, 438 - 11 Ave
	Services Canada	Columbia and	SE, Calgary,	SE Calgary, Alberta
	Holdings Ltd.	Saskatchewan	Alberta T2G 0Y4	T2G 0Y4
				and
				3430 Oakwood Mall
				Drive — Suite 300

				Eau Claire, WI USA
				54701
8.	Source Energy Services Canadian	Alberta and British Columbia	500, 438 - 11 Ave SE, Calgary,	500, 438 - 11 Ave SE Calgary, Alberta
	Chemical LP GP Ltd.		Alberta T2G 0Y4	T2G 0Y4 and
				3430 Oakwood Mall
				Drive — Suite 300 Eau Claire, WI USA 54701
9.	Source Energy	Alberta, British	500, 438 - 11 Ave	500, 438 - 11 Ave
	Services Canadian	Columbia and	SE, Calgary,	SE Calgary, Alberta
	Logistics LP GP Ltd.	Saskatchewan	Alberta T2G 0Y4	T2G 0Y4
				and
				3430 Oakwood Mall
				Drive — Suite 300
				Eau Claire, WI USA
				54701
	10. Source Energy	No assets other	3430 Oakwood	3430 Oakwood Mall
	Services US GP Ltd.	than (a) in its	Mall Drive —	Drive — Suite 300
		capacity as general	Suite 300 Eau	Eau Claire, WI USA
		partner of certain limited	Claire, WI USA 54701	54701 and
		partnerships and		500, 438 - 11 Ave
		(b) Ownership		SE Calgary, Alberta
		Interests in		T2G 0Y4
		Subsidiaries

SCHEDULE "B"

EXISTING SECURITY AGREEMENTS

• 1. A security agreement dated October 16, 2013 granted by Source Energy Services Canada LP in favour of Bank of Montreal;
• 1. A security agreement dated October 16, 2013 granted by Source Energy Services US LP in favour of Bank of Montreal;
• 1. A security agreement dated October 16, 2013 granted by Source Energy Services Canadian Chemical LP in favour of Bank of Montreal;
• 1. A security agreement dated October 16, 2013 granted by Source Energy Services Canadian Logistics LP in favour of Bank of Montreal;
• 1. A security agreement dated October 16, 2013 granted by Source Energy Services Canada LP GP Ltd. in favour of Bank of Montreal;
• 1. A security agreement dated October 16, 2013 granted by Source Energy Services US II LP GP Ltd. in favour of Bank of Montreal;
• 1. A security agreement dated October 16, 2013 granted by Source Energy Services Canada Holdings Ltd. in favour of Bank of Montreal;
• 1. A security agreement dated October 16, 2013 granted by Source Energy Services Canadian Chemical LP GP Ltd. in favour of Bank of Montreal;
• 1. A security agreement dated October 16, 2013 granted by Source Energy Services Canadian Logistics LP GP Ltd. in favour of Bank of Montreal; and
• 1. A security agreement dated October 16, 2013 granted by Source Energy Services US GP Ltd. in favour of Bank of Montreal.

SCHEDULE "C"

FORM OF JOINDER AGREEMENT

THIS JOINDER AGREEMENT is made as of [●], 20[●] by ● (the "New Guarantor") in favour of BANK OF MONTREAL (the "Agent").

RECITALS:

A. Reference is made to the amended and restated general security agreement (as further amended, restated, extended, supplemented, replaced, continued, renewed or otherwise modified from time to time, the "Security Agreement") made as of December 21, 2015 between Source Energy Services Canada LP, the other debtors party thereto and the Secured Party.

B. Section 6.12 of the Security Agreement provides that additional persons may from time to time become Debtors under the Security Agreement by executing and delivering to the Secured Party a supplemental agreement to the Security Agreement in the form of this Joinder.

C. As a condition to the Lenders continuing to make certain financial accommodations available to the Borrower under the Documents, the New Debtor has agreed to execute and deliver this Joinder to the Secured Party.

NOW THEREFORE, for good and a valuable consideration, it is agreed:

• 1. Capitalized terms (including in the recitals hereto) used but not otherwise defined in this Joinder have the meanings given to such terms in the Security Agreement.
• 1. The New Debtor has received a copy of, and has reviewed, the Security Agreement and is executing and delivering this Joinder to the Secured Party pursuant to Section 6.12 of the Security Agreement.
• 1. Effective from and after the date this Joinder is executed and delivered to the Secured Party by the New Debtor:
• (a) the New Debtor shall be, and shall be deemed for all purposes to be, a Debtor under the Security Agreement with the same force and effect, and subject to the same agreements, representations, indemnities, liabilities and obligations (including, without limitation, the granting of a Security Interest thereunder), as if the New Debtor had been an original signatory to the Security Agreement as a Debtor; and
• (b) all Collateral of the New Debtor shall be, and shall be deemed for all purposes to be, "Collateral" of the New Debtor for the purposes of the Security Agreement and

subject to a Security Interest granted by the New Debtor in accordance with the provisions of the Security Agreement as security for the payment and performance of the Obligations of the New Debtor to the Secured Party in accordance with the provisions of the Security Agreement.

• 1. In furtherance of the foregoing, the New Debtor, as continuing security for the payment and the performance of its Obligations, grants to the Secured Party, a mortgage, charge and security interest in all of its Collateral. Each reference to a Debtor in the Security Agreement shall be deemed to include the New Debtor. The terms and provisions of the Security Agreement are incorporated by reference in this Joinder.
• 1. The New Debtor represents and warrants to the Secured Party that (a) this Joinder has been duly authorized, executed and delivered by the New Debtor and constitutes a legal, valid and binding obligation of the New Debtor enforceable against the New Debtor in accordance with its terms, subject to applicable bankruptcy, insolvency and other laws of general application limiting the enforceability of creditors' rights and to the fact that equitable remedies are only available in the discretion of the court, (b) the attached supplements to Schedule "A" to the Security Agreement completely set forth all additional information required pursuant to the Security Agreement, and the New Debtor hereby agrees that such supplements to Schedule "A" shall constitute part of the Schedule "A" to the Security Agreement, and (c) except as otherwise set forth in such supplements, each of the representations and warranties made or deemed to have been made by it in the Security Agreement as a Debtor are true and correct on the date of this Joinder.
• 1. This Joinder may be effectively delivered by facsimile (fax) transmission or other electronic means.
• 1. This Joinder is a contract made under, and shall be governed by and construed in accordance with, the laws of the Province of Alberta and the federal laws of Canada applicable in the Province of Alberta without prejudice to or limitation of any other rights or remedies available under the laws of any jurisdiction where property or assets of the New Debtor may be found.
• 1. This Joinder may be assigned by the Secured Party and the New Debtor in accordance with the terms of the Security Agreement. All of the Secured Party's rights under this Joinder shall enure to the benefit of its successors and permitted assigns and all of the New Debtor's obligations under this Joinder shall bind the New Debtor and its successors and permitted assigns.

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H-2 - 26

C - 3

IN WITNESS WHEREOF the New Debtor has duly executed this Joinder.

[NEW DEBTOR]

Per:

Name: Title:

H-2 - 27

SCHEDULE "A"

	Debtor	Jurisdiction where tangible assets are located	Chief executive office of the Debtor:	Office where the Debtor keeps its records concerning the Receivables:
1.	[New Debtor]

SCHEDULE H-3 SECURITY

AMENDED AND RESTATED SECURITY AGREEMENT

This Amended and Restated Security Agreement (the "Agreement") is dated as of December 21, 2015, by and among the parties executing this Agreement under the heading "Debtors" (such parties, along with any parties who execute and deliver to the Agent an agreement substantially in the form attached hereto as Schedule H, being hereinafter referred to collectively as the "Debtors" and individually as a "Debtor"), each with its mailing address as set forth in Section 14(b) below, and Bank of Montreal, a Canadian chartered bank ("BMO"), with its mailing address as set forth in Section 14(b) below, acting as administrative agent hereunder for the Secured Creditors hereinafter identified and defined (BMO acting as such agent and any successor or successors to BMO acting in such capacity being hereinafter referred to as the "Agent").

PRELIMINARY STATEMENTS

A. Source Energy Services Canada LP, a limited partnership formed under the laws of the Province of Alberta (the "Borrower"), the Lenders (as defined below) party thereto and BMO, individually as a Lender and as Agent, have entered into an Amended and Restated Credit Agreement made as of December 21, 2015 (such Amended and Restated Credit Agreement, as the same may be amended or modified from time to time, including amendments and restatements thereof in its entirety, being hereinafter referred to as the "Credit Agreement"), pursuant to which BMO and other banks, financial institutions and letter of credit issuers from time to time party to the Credit Agreement (BMO, in its individual capacity, and such other banks, financial institutions and letter of credit issuers being hereinafter referred to collectively as the "Lenders" and individually as a "Lender") have agreed, subject to certain terms and conditions, to extend credit and make certain other financial accommodations available to the Borrower (the Agent and the Lenders, together with the Fronting Lender with respect to the Letters of Credit, the Hedging Affiliates with respect to the Lender Financial Instruments Obligations and the Bank Product Providers with respect to the Bank Product Obligations referred to below, being hereinafter referred to collectively as the "Secured Creditors" and individually as a "Secured Creditor").

B. In addition, one or more of the Debtors may from time to time be liable to (i) the Hedging Affiliates with respect to the Lender Financial Instruments Obligations and (ii) the Bank Product Providers with respect to Bank Product Obligations (as such terms are defined in the Credit Agreement).

C. The Debtors and BMO as a lender are parties to that certain Security Agreement, dated as of October 16, 2013 (as amended, supplemented or otherwise modified prior to the date hereof, the "Existing Security Agreement") pursuant to which each Debtor has granted to BMO a

31491711.4

lien on and security interest in the personal property and fixtures of such Debtor described therein subject to the terms and conditions thereof.

D. As a condition to continuing to extend credit or otherwise make financial accommodations available to or for the account of the Borrower under the Credit Agreement, the Secured Creditors require, among other things, that the Existing Security Agreement be amended and restated as set forth herein so that each Debtor continues to grant to the Agent for the benefit of the Secured Creditors a lien on and security interest in the personal property and fixtures of such Debtor described herein subject to the terms and conditions hereof.

E. The Borrower owns, directly or indirectly, equity interests in each Debtor and the Borrower provides each of the Debtors with financial, management, administrative, and technical support which enables such Debtors to conduct their businesses in an orderly and efficient manner in the ordinary course.

F. Each Debtor will benefit, directly or indirectly, from credit and other financial accommodations extended by the Secured Creditors to the Borrower.

NOW, THEREFORE, for good and valuable consideration, receipt whereof is hereby acknowledged, the parties hereto agree as follows:

Section 1. Terms defined in Credit Agreement. Except as otherwise provided in Sections 2 and 3 below, all capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement. The term "Debtor" and "Debtors" as used herein shall mean and include the Debtors collectively and also each individually, with all grants, representations, warranties, and covenants of and by the Debtors, or any of them, herein contained to constitute joint and several grants, representations, warranties, and covenants of and by the Debtors; provided, however, that unless the context in which the same is used shall otherwise require, any grant, representation, warranty or covenant contained herein related to the Collateral shall be made by each Debtor only with respect to the Collateral owned by it or represented by such Debtor as owned by it.

Section 2. Grant of Security Interest in the Collateral. As collateral security for the Secured Obligations defined below, each Debtor hereby grants to the Agent for the benefit of the Secured Creditors a lien on and security interest in, and right of set off against, and acknowledges and agrees that the Agent has and shall continue to have for the benefit of the Secured Creditors a continuing lien on and security interest in, and right of set off against, all right, title, and interest of each Debtor, whether now owned or existing or hereafter created, acquired or arising, in and to all of the following:

(a) Accounts (including Health Care Insurance Receivables, if any);

• (b) Chattel Paper;
• (c) Instruments (including Promissory Notes);
• (d) Documents;
• (e) General Intangibles (including Payment Intangibles and Software, patents, trademarks, tradestyles, copyrights, and all other intellectual property rights, including all applications, registration, and licenses therefor, and all goodwill of the business connected therewith or represented thereby);
• (f) Letter of Credit Rights;
• (g) Supporting Obligations;
• (h) Deposit Accounts;
• (i) Investment Property (including certificated and uncertificated Securities, Securities Accounts, Security Entitlements, Commodity Accounts, and Commodity Contracts);
• (j) Inventory;
• (k) Equipment (including all software, whether or not the same constitutes embedded software, used in the operation thereof);
• (l) Fixtures;
• (m) Commercial Tort Claims (as described on Schedule F hereto or on one or more supplements to this Agreement);
• (n) As Extracted Collateral;
• (o) Rights to merchandise and other Goods (including rights to returned or repossessed Goods and rights of stoppage in transit) which is represented by, arises from, or relates to any of the foregoing;

• (p) Monies, personal property, and interests in personal property of such Debtor of any kind or description now held by any Secured Creditor or at any time hereafter transferred or delivered to, or coming into the possession, custody or control of, any Secured Creditor, or any agent or affiliate of any Secured Creditor, whether expressly as collateral security or for any other purpose (whether for safekeeping, custody, collection or otherwise), and all dividends and distributions on or other rights in connection with any such property;

• (q) Supporting evidence and documents relating to any of the above described property, including, without limitation, computer programs, disks, tapes and related electronic data processing media, and all rights of such Debtor to retrieve the same from third parties, written applications, credit information, account cards, payment records, correspondence, delivery and installation certificates, invoice copies, delivery receipts, notes and other evidences of indebtedness, insurance certificates and the like, together with all books of account, ledgers, and cabinets in which the same are reflected or maintained;

• (r) Accessions and additions to, and substitutions and replacements of, any and all of the foregoing; and
• (s) Proceeds and products of the foregoing, and all insurance of the foregoing and proceeds thereof;

all of the foregoing being herein sometimes referred to as the "Collateral". Notwithstanding the foregoing definition of "Collateral," nothing in this Agreement or any provision of the Credit Agreement shall require the creation or perfection of pledges of or security interests in Excluded Property. For purposes of this Agreement, "Excluded Property" means any permit, lease, license, contract, instrument, other agreement or property right held by any Debtor or to which any Debtor is a party that prohibits, or requires the consent of any person as a condition to, the creation by such Debtor of a security interest or lien thereon or that would be breached or give the other party the right to terminate it as a result thereof, or of any permit, lease, license, contract, other agreement or property right held by such Debtor or to which such Debtor is a party to the extent that any law applicable thereto prohibits the creation of a security interest or lien thereon or that would be breached or give the other party the right to terminate it as a result thereof, but only, in each case, to the extent, and for so long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the Uniform Commercial Code (including Sections 9 406(a), 9 407(a), 9 408(a) and 9 409 of the Uniform Commercial Code) or any other applicable law or principals of equity; provided, however, "Excluded Property" shall not include any Proceeds, substitutions or replacements of Excluded Property (unless such Proceeds, substitutions or replacements would constitute Excluded Property); provided, further, the exclusions set forth above shall not apply if such prohibition has been waived or such applicable party to such agreements has otherwise consented to the creation hereunder of a security interest in such Excluded Property. All terms which are used in this Agreement which are defined in the Uniform Commercial Code of the State of New York as in effect from time to time ("UCC") shall have the same meanings herein as such terms are defined in the UCC, unless this Agreement shall otherwise specifically provide. For purposes of this Agreement, the term (a) "Receivables" means all rights to the payment of a monetary obligation, whether or not earned by performance, and whether evidenced by an Account, Chattel Paper, Instrument, General Intangible, or otherwise and (b) "Subsidiary Interests" means all equity interests held by a Debtor in its subsidiaries, whether such

equity interests constitute Investment Property or General Intangibles under the UCC, it being acknowledged and agreed that all Receivables and Subsidiary Interests constitute Collateral hereunder.

Section 3. Secured Obligations. This Agreement is made and given to secure, and shall secure, the prompt payment and performance of (a) all "Obligations", as such term is defined in the Credit Agreement, including, without limitation, all obligations with respect to Loans made and to be made under the Credit Agreement (whether or not evidenced by promissory notes issued thereunder), all obligations of the Borrower to reimburse the Secured Creditors for the amount of all drawings on all Letters of Credit issued by the Fronting Lender pursuant to the Credit Agreement and all other obligations of the Borrower under all applications for Letters of Credit, all other obligations of the Borrower and the Debtors under the Documents, all obligations of the Debtors, and of any of them individually, with respect to any Lender Financial Instruments Obligations and the agreements relating thereto, all obligations of the Debtors, and of any of them individually, with respect to any Bank Products Obligations and the agreements relating thereto, and all obligations of the Debtors, and of any of them individually, arising under any guaranty issued by it relating to the foregoing or any part thereof (including, for certainty, the amended and restated guarantee made as of the date hereof granted by, among others, each Debtor in favor of the Secured Creditors), in each case whether now existing or hereafter arising (and whether arising before or after the filing of a petition in bankruptcy and including all interest, costs, fees, and charges after the entry of an order for relief against a Debtor in a case under Title 11 of the United States Bankruptcy Code or any similar proceeding, whether or not such interest, costs, fees and charges would be an allowed claim against such Debtor in such proceeding), due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired and (b) any and all reasonable out-of-pocket expenses and charges, legal or otherwise, suffered or incurred by the Secured Creditors, and any of them individually, in collecting or enforcing any of such indebtedness, obligations, and liabilities or in realizing on or protecting or preserving any security therefor, including, without limitation, the lien and security interest granted hereby (all of the indebtedness, obligations, liabilities, expenses, and charges described above being hereinafter referred to as the "Secured Obligations"). Notwithstanding anything in this Agreement to the contrary, (a) the right of recovery against any Debtor under this Agreement shall not exceed \$1.00 less than the lowest amount that would render such Debtor's obligations under this Agreement void or voidable under applicable law, including fraudulent conveyance law and (b) the Secured Obligations with respect to any Debtor shall not include any Excluded Swap Obligation (as hereinafter defined).

"Excluded Swap Obligation" means, with respect to any Debtor, any Swap Obligation if, and to the extent that, all or a portion of the grant by such Debtor of a security interest to secure such Swap Obligation (or any guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Debtor's failure for any

reason not to constitute an "eligible contract participant" as defined in the Commodity Exchange Act at the time the security interest granted by such Debtor becomes effective with respect to such related Swap Obligation.

"Swap Obligation" means, with respect to any Debtor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a "swap" within the meaning of section 1a(47) of the Commodity Exchange Act.

Section 4. Covenants, Agreements, Representations and Warranties. Each Debtor hereby covenants and agrees with, and represents and warrants to, the Secured Creditors that:

• (a) Each Debtor is duly organized and validly existing in good standing under the laws of the jurisdiction of its organization. Each Debtor is the sole and lawful owner of its Collateral, and has full right, power, and authority to enter into this Agreement and to perform each and all of the matters and things herein provided for. The execution and delivery of this Agreement, and the observance and performance of each of the matters and things herein set forth, will not (i) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon any Debtor or any provision of any Debtor's organizational documents (e.g., charter, articles or certificate of incorporation and bylaws, articles or certificate of formation or organization and limited liability company operating agreement, partnership agreement or similar organizational documents) or any covenant, indenture or agreement of or affecting any Debtor or any of its property or (ii) result in the creation or imposition of any lien or encumbrance on any property of any Debtor except for the lien and security interest granted to the Agent hereunder and as permitted under the Credit Agreement.
• (b) Each Debtor's respective chief executive office is at the location listed under Column 2 on Schedule A attached hereto opposite such Debtor's name; and such Debtor has no other executive offices or places of business other than those listed under Column 3 on Schedule A attached hereto opposite such Debtor's name. The Collateral owned or leased by each Debtor is and shall remain in such Debtor's possession or control at the locations listed under Columns 2 and 3 on Schedule A attached hereto opposite such Debtor's name (collectively for each Debtor, the "Permitted Collateral Locations"), except for (i) Collateral which in the ordinary course of such Debtor's business is in transit between Permitted Collateral Locations and (ii) Collateral aggregating less than \$50,000 in fair market value outstanding at any one time. If for any reason any Collateral is at any time kept or located at a location other than a Permitted Collateral Location, the Agent shall nevertheless have and retain a lien on and security interest therein. The Debtors own and shall continue to own the Permitted Collateral Locations except to the

extent otherwise disclosed under Columns 2 and 3 on Schedule A. No Debtor shall move its chief executive office or maintain a place of business at a location other than those specified under Columns 2 or 3 on Schedule A or permit any Collateral to be located at a location other than a Permitted Collateral Location, in each case without first providing the Agent at least 30 days prior written notice of such Debtor's intent to do so; provided that each Debtor shall at all times maintain its chief executive office, places of business, and Permitted Collateral Locations in the United States of America and Canada unless specifically agreed to in writing by the Agent and such Debtor shall have taken all action reasonably requested by the Agent to maintain the lien and security interest of the Agent in the Collateral at all times fully perfected and in full force and effect (at which time Schedule A hereof shall be deemed amended to include each such additional Permitted Collateral Location, and the Debtors agree to furnish to the Agent from time to time upon its request an updated Schedule A listing all such Permitted Collateral Locations).

• (c) Each Debtor's legal name, jurisdiction of organization and organizational number (if any) are correctly set forth under Column 1 on Schedule A of this Agreement. No Debtor has transacted business at any time during the immediately preceding five year period, and does not currently transact business, under any other legal names or trade names other than the prior legal names and trade names (if any) set forth on Schedule B attached hereto. No Debtor shall change its jurisdiction of organization without the Agent's prior written consent. No Debtor shall change its legal name or transact business under any other trade name without first giving 30 days'(or such lesser period of time as the Agent may agree) prior written notice of its intent to do so to the Agent.
• (d) The Collateral and every part thereof is and shall be free and clear of all security interests, liens (including, without limitation, mechanics', laborers' and statutory liens), attachments, levies, and encumbrances of every kind, nature, and description and whether voluntary or involuntary, except for the lien and security interest of the Agent therein, as otherwise permitted on Schedule G attached hereto and other liens permitted by Section 10.2(b) of the Credit Agreement (herein, the "Permitted Liens"). Each Debtor shall warrant and defend the Collateral against any claims and demands of all persons at any time claiming the same or any interest in the Collateral adverse to any of the Secured Creditors.
• (e) Each Debtor will promptly pay when due all material taxes, assessments, and governmental charges and levies upon or against it or its Collateral, in each case before the same become delinquent and before penalties accrue thereon, unless and to the extent that the same are being contested in good faith by appropriate proceedings which prevent attachment of any lien resulting therefrom to,

foreclosure on or other realization upon any Collateral and preclude interference with the operation of its business in the ordinary course and such Debtor shall have established adequate reserves therefor.

• (f) Each Debtor agrees it will not waste or destroy the Collateral or any part thereof and will not be negligent in the care or use of any Collateral. Each Debtor agrees it will not use, manufacture, sell or distribute any Collateral in material violation of any statute, ordinance or other governmental requirement. Each Debtor will perform in all material respects its obligations under any contract or other agreement constituting part of the Collateral, it being understood and agreed that the Secured Creditors have no responsibility to perform such obligations.
• (g) Subject to Sections 5(c), 6(a), 7(b), 7(c), and 8(c) hereof and the terms of the Credit Agreement (including, without limitation, Section 10.2(d) thereof), each Debtor agrees it will not, without the Agent's prior written consent, sell, assign, mortgage, lease, or otherwise dispose of the Collateral or any interest therein.
• (h) Pursuant to Section 10.1(o) of the Credit Agreement, the Debtors shall at all times insure the Collateral consisting of tangible personal property against such risks and hazards as other persons similarly situated insure against, and including in any event loss or damage by fire, theft, burglary, pilferage, loss in transit and such other hazards as the Agent may reasonably specify. All insurance required hereby shall be maintained in amounts and under policies and with insurers reasonably acceptable to the Agent, and all such policies shall contain loss payable clauses naming the Agent as loss payee as its interest may appear (and, if the Agent requests, naming the Agent as an additional insured therein) in a form reasonably acceptable to the Agent. All premiums on such insurance shall be paid by the Debtors. Certificates of insurance evidencing compliance with the foregoing and, at the Agent's request, the policies of such insurance shall be delivered by the Debtors to the Agent. All insurance required hereby shall provide that any loss shall be payable to the Agent notwithstanding any act or negligence of any Debtor, shall provide that no cancellation thereof shall be effective until at least 30 days after receipt by the relevant Debtor and the Agent of written notice thereof, and shall be reasonably satisfactory to the Agent in all other respects. In case of any material loss, damage to or destruction of the Collateral or any part thereof, the relevant Debtor shall promptly give written notice thereof to the Agent generally describing the nature and extent of such damage or destruction. In case of any loss, damage to or destruction of the Collateral or any part thereof, the relevant Debtor, whether or not the insurance proceeds, if any, received on account of such damage or destruction shall be sufficient for that purpose, at such Debtor's cost and expense, shall promptly repair or replace the Collateral so lost, damaged, or destroyed,

except to the extent such Collateral, prior to its loss, damage, or destruction, had become uneconomical, obsolete, or worn out and is not necessary for or of importance to the proper conduct of such Debtor's business in the ordinary course. In the event any Debtor shall receive any proceeds of such insurance, such Debtor shall immediately pay over such proceeds to the Agent. Each Debtor hereby authorizes the Agent, at the Agent's option, to adjust, compromise, and settle any losses under any insurance afforded at any time during the existence and continuance of any Event of Default, and each Debtor does hereby irrevocably constitute the Agent, and each of its nominees, officers, agents, attorneys, and any other person whom the Agent may designate, as such Debtor's attorneys in fact, with full power and authority to effect such adjustment, compromise, and/or settlement and to endorse any drafts drawn by an insurer of the Collateral or any part thereof and to do everything necessary to carry out such purposes and to receive and receipt for any unearned premiums due under policies of such insurance. Unless the Agent elects to adjust, compromise, or settle losses as aforesaid, any adjustment, compromise, and/or settlement of any losses under any insurance shall be made by the relevant Debtor subject to final approval of the Agent (regardless of whether or not an Event of Default shall have occurred) in the case of losses exceeding \$50,000. Net insurance proceeds received by the Agent under the provisions hereof or under any policy of insurance covering the Collateral or any part thereof shall be applied to the reduction of the Secured Obligations (whether or not then due); provided, however, that the Agent agrees to release such insurance proceeds to the relevant Debtor for replacement or restoration of the portion of the Collateral lost, damaged, or destroyed if, but only if, (i) at the time of release no Event of Default exists, (ii) written application for such release is received by the Agent from such Debtor within 30 days of receipt of such proceeds, and (iii) the Agent has received evidence reasonably satisfactory to it that the Collateral lost, damaged or destroyed has been or will be replaced or restored to its condition immediately prior to the loss, destruction or other event giving rise to the payment of such insurance proceeds. All insurance proceeds shall be subject to the lien and security interest of the Agent hereunder.

UNLESS THE DEBTORS PROVIDE THE AGENT WITH EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY THIS AGREEMENT, THE AGENT MAY PURCHASE INSURANCE AT THE DEBTORS' EXPENSE TO PROTECT THE AGENT'S INTERESTS IN THE COLLATERAL. THIS INSURANCE MAY, BUT NEED NOT, PROTECT ANY DEBTOR'S INTERESTS IN THE COLLATERAL. THE COVERAGE PURCHASED BY THE AGENT MAY NOT PAY ANY CLAIMS THAT ANY DEBTOR MAKES OR ANY CLAIM THAT IS MADE AGAINST SUCH DEBTOR IN CONNECTION WITH THE COLLATERAL. THE DEBTORS MAY LATER CANCEL ANY SUCH INSURANCE PURCHASED BY THE AGENT, BUT ONLY AFTER PROVIDING THE AGENT WITH EVIDENCE THAT THE

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DEBTORS HAVE OBTAINED INSURANCE AS REQUIRED BY THIS AGREEMENT. IF THE AGENT PURCHASES INSURANCE FOR THE COLLATERAL, THE DEBTORS WILL BE RESPONSIBLE FOR THE COSTS OF THAT INSURANCE, INCLUDING INTEREST AND ANY OTHER OUT-OF-POCKET CHARGES THAT THE AGENT MAY INCUR IN CONNECTION WITH THE PLACEMENT OF THE INSURANCE, UNTIL THE EFFECTIVE DATE OF THE CANCELLATION OR EXPIRATION OF THE INSURANCE. THE COSTS OF THE INSURANCE MAY BE ADDED TO THE SECURED OBLIGATIONS SECURED HEREBY. THE COSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF INSURANCE THE DEBTORS MAY BE ABLE TO OBTAIN ON THEIR OWN.

• (i) Each Debtor will at all times allow the Secured Creditors and their respective representatives free access to and right of inspection of the Collateral at such reasonable times and intervals as the Agent or any other Secured Creditor may designate and, in the absence of any existing Event of Default, (x) with reasonable prior written notice to the relevant Debtor and (y) during the relevant Debtor's business hours.
• (j) If any Collateral is in the possession or control of any agents or processors of a Debtor and an Event of Default exists and the Agent so requests, such Debtor agrees to notify such agents or processors in writing of the Agent's lien and security interest therein and instruct them to hold all such Collateral for the Agent's account and subject to the Agent's instructions. Each Debtor will, upon the request of the Agent, authorize and instruct all bailees and any other parties, if any, at any time processing, labeling, packaging, holding, storing, shipping or transferring all or any part of the Collateral to permit the Secured Creditors and their respective representatives to examine and inspect any of the Collateral then in such party's possession and to verify from such party's own books and records any information concerning the Collateral or any part thereof which the Secured Creditors or their respective representatives may seek to verify. As to any premises not owned by a Debtor wherein any of the Collateral is located, if any, such Debtor shall, upon the Agent's request, use commercially reasonable efforts to cause each party having any right, title or interest in, or lien on, any of such premises to enter into an agreement (any such agreement to contain a legal description of such premises) whereby such party disclaims any right, title, and interest in and lien on the Collateral, allows the removal of such Collateral by the Agent or its agents or representatives, and otherwise is in form and substance reasonably acceptable to the Agent.
• (k) Each Debtor agrees from time to time to deliver to the Agent such evidence of the existence, identity, and location of its Collateral and of its availability as collateral security pursuant hereto (including, without limitation, schedules describing all

Receivables created or acquired by such Debtor, copies of customer invoices or the equivalent and original shipping or delivery receipts for all merchandise and other goods sold or leased or services rendered by it, together with such Debtor's warranty of the genuineness thereof, and reports stating the book value of its Inventory and Equipment by major category and location), in each case as the Agent may reasonably request. The Agent shall have the right to verify all or any part of the Collateral in any manner, and through any medium, which the Agent considers appropriate and reasonable, and each Debtor agrees to furnish all assistance and information, and perform any acts, which the Agent may reasonably require in connection therewith. Each Debtor shall promptly notify the Agent of any Collateral that such Debtor has determined to have been rendered obsolete, stating the prior book value of such Collateral, its type and location.

• (l) Each Debtor will comply in all material respects with the terms and conditions of any and all leases, easements, right of way agreements, and other similar agreements binding upon such Debtor or affecting the Collateral, in each case which cover the premises wherein the Collateral is located, and any orders, ordinances, laws or statutes of any city, state or other governmental entity, department or agency having jurisdiction with respect to such premises or the conduct of business thereon.
• (m) Schedule C attached hereto contains a true, complete, and current listing of all patents, trademarks, tradestyles, copyrights, and other intellectual property rights (including all registrations and applications therefor) owned by each of the Debtors as of the date hereof that are registered with any governmental authority. The Debtors shall promptly notify the Agent in writing of any additional intellectual property rights acquired or arising after the date hereof that are or are required to be registered with any governmental authority, and shall submit to the Agent a supplement to Schedule C to reflect such additional rights (provided any Debtor's failure to do so shall not impair the Agent's security interest therein). Each Debtor owns or possesses rights to use all franchises, licenses, patents, trademarks, trade names, tradestyles, copyrights, and rights with respect to the foregoing which are required to conduct its business and which do not infringe on the rights of any third party. No event has occurred which permits, or after notice or lapse of time or both would permit, the revocation or termination of any such rights, and the Debtors are not liable to any person for infringement under applicable law with respect to any such rights as a result of its business operations.
• (n) Schedule F attached hereto contains a true, complete and current listing of all Commercial Tort Claims held by the Debtors as of the date hereof, each described by referring to a specific incident giving rise to the claim. Each Debtor agrees to

execute and deliver to the Agent an agreement in substantially the form attached hereto as Schedule I, or in such other form reasonably acceptable to the Agent, promptly upon becoming aware of any Commercial Tort Claim of such Debtor arising after the date hereof (provided any Debtor's failure to do so shall not impair the Agent's security interest therein).

• (o) Each Debtor agrees to execute and deliver to the Agent such further agreements, assignments, instruments, and documents, and to do all such other things, as the Agent may reasonably deem necessary or appropriate to assure the Agent its lien and security interest hereunder, including, without limitation, (i) such financing statements, and amendments thereof or supplements thereto, or other instruments and documents as the Agent may from time to time reasonably require to comply with the UCC and any other applicable law, (ii) such agreements with respect to patents, trademarks, copyrights, and similar intellectual property rights as the Agent may from time to time reasonably require to comply with the filing requirements of the United States Patent and Trademark Office and the United States Copyright Office, and (iii) such control agreements with respect to Deposit Accounts, Investment Property, Letter of Credit Rights, and electronic Chattel Paper, and to cause the relevant depository institutions, financial intermediaries, and issuers to execute and deliver such control agreements, as the Agent may from time to time reasonably require. Each Debtor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Agent without notice thereof to such Debtor wherever the Agent in its sole discretion desires to file the same. Each Debtor hereby authorizes the Agent to file any and all financing statements covering the Collateral or any part thereof as the Agent may require, including financing statements describing the Collateral as "all assets" or "all personal property" or words of like meaning. The Agent may order lien searches from time to time against any Debtor and the Collateral, and the Debtors shall promptly reimburse the Agent for all reasonable out-of-pocket costs and expenses incurred in connection with such lien searches. In the event for any reason the law of any jurisdiction other than New York becomes or is applicable to the Collateral or any part thereof, or to any of the Secured Obligations, each Debtor agrees to execute and deliver all such agreements, assignments, instruments, and documents and to do all such other things as the Agent deems necessary or appropriate to preserve, protect, and enforce the security interest of the Agent under the law of such other jurisdiction. Each Debtor agrees to mark its books and records to reflect the lien and security interest of the Agent in the Collateral.
• (p) On failure of any Debtor to perform any of the covenants and agreements herein contained, the Agent may, at its option, perform the same and in so doing may

expend such sums as the Agent reasonably deems advisable in the performance thereof, including, without limitation, the payment of any insurance premiums, the payment of any taxes, liens, and encumbrances, expenditures made in defending against any adverse claims, and all other expenditures which the Agent may be compelled to make by operation of law or which the Agent may make by agreement or otherwise for the protection of the security hereof. All such sums and amounts so expended shall be repayable by the Debtors upon demand, shall constitute additional Secured Obligations secured hereunder, and shall bear interest from the date said amounts are expended at the rate per annum established as the default rate in the Credit Agreement (such rate per annum as so determined being hereinafter referred to as the "Default Rate"). No such performance of any covenant or agreement by the Agent on behalf of a Debtor, and no such advancement or expenditure therefor, shall relieve any Debtor of any default under the terms of this Agreement or in any way obligate any Secured Creditor to take any further or future action with respect thereto. The Agent, in making any payment hereby authorized, may do so according to any bill, statement or estimate procured from the appropriate public office or holder of the claim to be discharged without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax assessment, sale, forfeiture, tax lien or title or claim. The Agent, in performing any act hereunder, shall be the sole judge of whether the relevant Debtor is required to perform the same under the terms of this Agreement. The Agent is hereby authorized to charge any account of any Debtor maintained with any Secured Creditor for the amount of such sums and amounts so expended.

Section 5. Special Provisions Re: Receivables.

(a) As of the time any Receivable owned by a Debtor becomes subject to the security interest provided for hereby, and at all times thereafter, such Debtor shall be deemed to have warranted as to each such Receivable that all warranties of such Debtor set forth in this Agreement are true and correct with respect to such Receivable; that such Receivable and all papers and documents relating thereto are genuine and in all respects what they purport to be; that such Receivable is valid and subsisting; that the amount of such Receivable represented as owing is the correct amount actually and unconditionally owing, except for normal cash discounts on normal trade terms in the ordinary course of business; that the amount of such Receivable represented as owing is not disputed and is not subject to any set offs, credits, deductions or countercharges other than those arising in the ordinary course of such Debtor's business which are disclosed to the Agent in writing promptly upon such Debtor becoming aware thereof; and, except as disclosed to the Agent in writing at or prior to the time such Receivable is created,

that no surety bond was required or given in connection with such Receivable or the contracts or purchase orders out of which the same arose.

• (b) If any Receivable arises out of a contract with the United States of America, or any state or political subdivision thereof, or any department, agency or instrumentality of any of the foregoing, each Debtor agrees to promptly so notify the Agent and, at the request of the Agent or the Secured Creditors, execute whatever instruments and documents are required by the Agent in order that such Receivable shall be assigned to the Agent and that proper notice of such assignment shall be given under the federal Assignment of Claims Act (or any successor statute) or any similar state or local statute, as the case may be.
• (c) Unless and until an Event of Default has occurred and is continuing any merchandise or other goods which are returned by a customer or account debtor or otherwise recovered may be resold by a Debtor in the ordinary course of its business as presently conducted in accordance with Section 7(b) hereof; and, during the existence of any Event of Default, such merchandise and other goods shall be set aside at the request of the Agent and held by the relevant Debtor as trustee for the Secured Creditors and shall remain part of the Secured Creditors' Collateral. Unless and until an Event of Default has occurred and is continuing, the Debtors may settle and adjust disputes and claims with its customers and account debtors, handle returns and recoveries, and grant discounts, credits, and allowances in the ordinary course of its business as presently conducted for amounts and on terms which the relevant Debtor in good faith considers advisable; and, during the existence of any Event of Default, at the Agent's request, the Debtors shall notify the Agent promptly of all returns and recoveries and, on the Agent's request, deliver any such merchandise or other goods to the Agent. During the existence of any Event of Default, at the Agent's request, the Debtors shall also notify the Agent promptly of all disputes and claims and settle or adjust them at no expense to the Agent, but no discount, credit or allowance other than on normal trade terms in the ordinary course of business as presently conducted shall be granted to any customer or account debtor and no returns of merchandise or other goods shall be accepted by any Debtor without the Agent's consent. The Agent may, at all times during the existence of any Event of Default, settle or adjust disputes and claims directly with customers or account debtors for amounts and upon terms which the Agent considers advisable.
• (d) To the extent any Receivable or other item of Collateral is evidenced by an Instrument or tangible Chattel Paper, each Debtor shall cause such Instrument or tangible Chattel Paper to be pledged and delivered to the Agent; provided, however, that, prior to the existence of a Default or Event of Default and thereafter until

otherwise required by the Agent, a Debtor shall not be required to deliver any such Instrument or tangible Chattel Paper if and only so long as the aggregate unpaid principal balance of all such Instruments and tangible Chattel Paper held by the Debtors and not delivered to the Agent hereunder is less than \$50,000 at any one time outstanding. Unless delivered to the Agent or its agent, all tangible Chattel Paper and Instruments shall contain a legend acceptable to the Agent indicating that such Chattel Paper or Instrument is subject to the security interest of the Agent contemplated by this Agreement.

Section 6. Collection of Receivables.

• (a) Except as otherwise provided in this Agreement, each Debtor shall make collection of its Receivables and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the terms hereof.
• (b) In the event the Agent requests any Debtor to do so:
• (i) all Instruments and tangible Chattel Paper at any time constituting part of the Receivables (including any postdated checks) shall, upon receipt by such Debtor, be immediately endorsed to and deposited with Agent; and/or
• (ii) such Debtor shall instruct all customers and account debtors to remit all payments in respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Agent and which are maintained at one or more post offices selected by the Agent.
• (c) Upon the occurrence and during the continuation of any Event of Default, whether or not the Agent has exercised any of its other rights under the other provisions of this Section 6, the Agent or its designee may notify the relevant Debtor's customers and account debtors at any time that Receivables have been assigned to the Agent or of the Agent's security interest therein, and either in its own name, or such Debtor's name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii) hereof), receive, receipt for, sue for, compound and give acquittance for any or all amounts due or to become due on Receivables, and in the Agent's discretion file any claim or take any other action or proceeding which the Agent may deem reasonably necessary or appropriate to protect and realize upon the security interest of the Agent in the Receivables or any other Collateral.
• (d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Agent pursuant to any of the provisions of Sections 6(b) or 6(c) hereof may be handled and administered by the Agent in and through a remittance

account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the "Depositary Banks" and individually a "Depositary Bank"), and each Debtor acknowledges that the maintenance of such remittance accounts by the Agent is solely for the Agent's convenience and that the Debtors do not have any right, title or interest in such remittance accounts or any amounts at any time standing to the credit thereof. The Agent may, after the occurrence and during the continuation of any Event of Default, apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, and at such intervals as the Agent may from time to time in its discretion determine, but not less often than once each week. The Agent need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank has received final payment therefor at its office in cash or final solvent credits current at the site of deposit acceptable to the Agent and the Depositary Bank as such. However, if the Agent does permit credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank for any reason, the Agent may at its election in either instance charge the amount of such item back against any such remittance accounts or any Deposit Account of any Debtor subject to the lien and security interest of this Agreement, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such remittance account, upon the Agent's request, the relevant Debtor shall furnish the Agent with a report in such form as Agent shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has occurred and is continuing, the Agent will release proceeds of Collateral which the Agent has not applied to the Secured Obligations as provided above from the remittance account from time to time promptly after receipt thereof. Each Debtor hereby indemnifies the Secured Creditors from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable out-of-pocket costs, expenses, charges, and attorneys' fees suffered or incurred by any Secured Creditor because of the maintenance of the foregoing arrangements; provided, however, that no Debtor shall be required to indemnify any Secured Creditor for any of the foregoing to the extent they arise solely from the bad faith, gross negligence or willful misconduct of the person seeking to be indemnified as finally determined by a court of competent jurisdiction. The Secured Creditors shall have no liability or responsibility to any Debtor for the Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend "payment in

full" or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.

Section 7. Special Provisions Re: Inventory and Equipment.

• (a) Each Debtor shall at its own cost and expense maintain, keep, and preserve its Inventory in good and merchantable condition and keep and preserve its Equipment in good repair, working order, and condition, ordinary wear and tear excepted, and, without limiting the foregoing, make all necessary and proper repairs, replacements, and additions to its Equipment so that the efficiency thereof shall be fully preserved and maintained.
• (b) Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Agent, use, consume, sell, and lease the Inventory in the ordinary course of its business, but a sale in the ordinary course of business shall not under any circumstance include any transfer or sale in satisfaction, partial or complete, of a debt owing by such Debtor.
• (c) Each Debtor may, until an Event of Default has occurred and is continuing and thereafter until otherwise notified by the Agent, sell Equipment to the extent permitted by Section 10.2(d) of the Credit Agreement.
• (d) As of the time any Inventory or Equipment of a Debtor becomes subject to the security interest provided for hereby and at all times thereafter, such Debtor shall be deemed to have warranted as to any and all of such Inventory and Equipment that all warranties of such Debtor set forth in this Agreement are true and correct with respect to such Inventory and Equipment; and that all of such Inventory and Equipment is located at a location set forth pursuant to Section 4(b) hereof. Each Debtor warrants and agrees that none of its Inventory is or will be consigned to any other person without the Agent's prior written consent.
• (e) Upon the Agent's or the Secured Creditors' request, each Debtor shall at its own cost and expense cause the lien of the Agent in and to any portion of the Collateral subject to a certificate of title law to be duly noted on such certificate of title or to be otherwise filed in such manner as is prescribed by law in order to perfect such lien and will cause all such certificates of title and evidences of lien to be deposited with the Agent.
• (f) Except for Equipment from time to time located on the real estate described on Schedule D attached hereto or as otherwise hereafter disclosed to the Agent and the Secured Creditors in writing, none of the Equipment is or will be attached to real estate in such a manner that the same may become a fixture.

(g) If any of the Inventory is at any time evidenced by a document of title, such document shall be promptly delivered by the relevant Debtor to the Agent except to the extent the Agent specifically requests such Debtor not to do so with respect to any such document.

Section 8. .Special Provisions Re: Investment Property, Subsidiary Interests, and Deposits.

• (a) Unless and until an Event of Default has occurred and is continuing and thereafter until notified to the contrary by the Agent pursuant to Section 10(d) hereof:
• (i) each Debtor shall be entitled to exercise all voting and/or consensual powers pertaining to its Investment Property and Subsidiary Interests, or any part thereof, for all purposes not inconsistent with the terms of this Agreement, the Credit Agreement or any other document evidencing or otherwise relating to any Secured Obligations; and
• (ii) each Debtor shall be entitled to receive and retain all cash dividends paid upon or in respect of its Investment Property and Subsidiary Interests to the extent permitted by the Credit Agreement subject to the lien and security interest of this Agreement.
• (b) All Investment Property (including all securities, certificated or uncertificated, securities accounts, and commodity accounts) and Subsidiary Interests of the Debtors on the date hereof is listed and identified on Schedule E attached hereto and made a part hereof. Each Debtor shall promptly notify the Agent of any other Investment Property or Subsidiary Interests acquired or maintained by such Debtor after the date hereof, and shall submit to the Agent a supplement to Schedule E to reflect such additional rights (provided any Debtor's failure to do so shall not impair the Agent's security interest therein). Upon request by the Agent, certificates for all certificated securities now or at any time constituting Investment Property or Subsidiary Interests and part of the Collateral hereunder shall be promptly delivered by the relevant Debtor to the Agent duly endorsed in blank for transfer or accompanied by an appropriate assignment or assignments or an appropriate undated stock power or powers, in every case sufficient to transfer title thereto, including, without limitation, all stock received in respect of a stock dividend or resulting from a split up, revision or reclassification of the Investment Property or Subsidiary Interests or any part thereof or received in addition to, in substitution of or in exchange for the Investment Property or Subsidiary Interests or any part thereof as a result of a merger, consolidation or otherwise. With respect to any uncertificated securities or any Investment Property or Subsidiary Interests held by a securities intermediary, commodity intermediary, or other financial intermediary

of any kind, at the Agent's request, the relevant Debtor shall execute and deliver, and shall cause any such issuer or intermediary to execute and deliver, an agreement among such Debtor, the Agent, and such issuer or intermediary in form and substance reasonably satisfactory to the Agent which provides, among other things, for the issuer's or intermediary's agreement that it will comply with such entitlement orders, and apply any value distributed on account of any Investment Property or Subsidiary Interests, as directed by the Agent without further consent by such Debtor. The Agent may, at any time after the occurrence and during the continuation of any Event of Default, cause to be transferred into its name or the name of its nominee or nominees any and all of the Investment Property and Subsidiary Interests hereunder.

• (c) Unless and until an Event of Default has occurred and is continuing, each Debtor may sell or otherwise dispose of any of its Investment Property to the extent permitted by the Credit Agreement, provided that, except to the extent permitted by the Credit Agreement, no Debtor shall sell or otherwise dispose of any Subsidiary Interests without the prior written consent of the Agent. After the occurrence and during the continuation of any Event of Default, no Debtor shall sell all or any part of its Investment Property or Subsidiary Interests without the prior written consent of the Agent.
• (d) Each Debtor represents that on the date of this Agreement, none of its Investment Property or Subsidiary Interests consists of margin stock (as such term is defined in Regulation U of the Board of Governors of the Federal Reserve System) except to the extent such Debtor has delivered to the Agent a duly executed and completed Form U 1 with respect to such stock. If at any time the Investment Property or Subsidiary Interests or any part thereof consists of margin stock, the relevant Debtor shall promptly so notify the Agent and shall, at the request of the Agent, deliver to the Agent a duly executed and completed Form U 1 and such other instruments and documents reasonably requested by the Agent in form and substance reasonably satisfactory to the Agent.
• (e) Each Debtor represents and warrants to, and agrees with, the Secured Creditors as follows: (i) as of the date hereof, the Subsidiary Interests listed and described on Schedule E hereto constitute the percentage of the equity interest in each Subsidiary set forth thereon owned by such Debtor; (ii) as of the date hereof, copies of the certificate or articles of incorporation and by-laws, certificate or articles of organization and operating agreement, and partnership agreement of each Subsidiary (each such agreement being hereinafter referred to as an "Organizational Agreement") heretofore delivered to the Agent are true and correct copies thereof and have not been amended or modified in any respect other

than as stated therein, and (iii) without the prior written consent of the Agent, such Debtor hereby agrees not to amend or modify any Organizational Agreement which would in any manner adversely affect or impair the Subsidiary Interests of such Debtor or reduce or dilute the rights of such Debtor with respect to any Subsidiary Interests, any of such actions done without such prior written consent to be null and void. Each Debtor shall perform when due all of its obligations under each Organizational Agreement.

(f) All Deposit Accounts of the Debtors on the date hereof are listed and identified (by account number and depository institution) on Schedule E attached hereto and made a part hereof. Each Debtor shall promptly notify the Agent of any other Deposit Account opened or maintained by such Debtor after the date hereof, and shall submit to the Agent a supplement to Schedule E to reflect such additional accounts (provided any Debtor's failure to do so shall not impair the Agent's security interest therein). With respect to any Deposit Account maintained by a depository institution other than the Agent, and as a condition to the establishment and maintenance of any such Deposit Account except as otherwise agreed to in writing by the Agent, such Debtor, the depository institution, and the Agent shall execute and deliver an account control agreement in form and substance satisfactory to the Agent which provides, among other things, for the depository institution's agreement that it will comply with instructions originated by the Agent directing the disposition of the funds in the Deposit Account without further consent by such Debtor.

Section 9. Power of Attorney. In addition to any other powers of attorney contained herein, each Debtor hereby appoints the Agent, its nominee, or any other person whom the Agent may designate as such Debtor's attorney in fact, with full power and authority upon the occurrence and during the continuation of any Event of Default to sign such Debtor's name on verifications of Receivables and other Collateral; to send requests for verification of Collateral to such Debtor's customers, account debtors, and other obligors; to exercise all voting rights with respect to the Investment Property or other Collateral or any part thereof; to endorse or sign such Debtor's name on assignments, stock powers or other instruments of transfer and on any checks, notes, acceptances, money orders, drafts, and any other forms of payment or security that may come into the Agent's possession; to endorse the Collateral in blank or to the order of the Agent or its nominee; to sign such Debtor's name on any invoice or bill of lading relating to any Collateral, on claims to enforce collection of any Collateral, on notices to and drafts against customers and account debtors and other obligors, on schedules and assignments of Collateral, on notices of assignment and on public records; to notify the post office authorities to change the address for delivery of such Debtor's mail to an address designated by the Agent; to receive, open, and dispose of all mail addressed to such Debtor; and to do all things necessary to carry out this Agreement. Each Debtor hereby ratifies and approves all acts of any such attorney and agrees that neither the

Agent nor any such attorney will be liable for any acts or omissions or for any error of judgment or mistake of fact or law other than such person's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction; provided that, in no event shall they be liable for any punitive, exemplary, indirect or consequential damages. The foregoing powers of attorney, being coupled with an interest, are irrevocable until the Secured Obligations have been fully paid and satisfied and all commitments of the Lenders to extend credit to or for the account of the Borrower under the Credit Agreement have expired or otherwise terminated.

Section 10. Defaults and Remedies.

• (a) The occurrence of any event or the existence of any condition specified as an "Event of Default" under the Credit Agreement shall constitute an "Event of Default" hereunder.
• (b) Upon the occurrence and during the continuation of any Event of Default, the Agent shall have, in addition to all other rights provided herein or by law, the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction where the rights or remedies are asserted and regardless of whether the UCC applies to the affected Collateral), and further the Agent may, without demand and, to the extent permitted by applicable law, without advertisement, notice, hearing or process of law, all of which each Debtor hereby waives to the extent permitted by applicable law, at any time or times, sell and deliver any or all Collateral held by or for it at public or private sale, at any securities exchange or broker's board or at the Agent's office or elsewhere, for cash, upon credit or otherwise, at such prices and upon such terms as the Agent deems advisable, in its discretion. In the exercise of any such remedies, the Agent may sell the Collateral as a unit even though the sales price thereof may be in excess of the amount remaining unpaid on the Secured Obligations. Also, if less than all the Collateral is sold, the Agent shall have no duty to marshal or apportion the part of the Collateral so sold as between the Debtors, or any of them, but may sell and deliver any or all of the Collateral without regard to which of the Debtors are the owners thereof. In addition to all other sums due any Secured Creditor hereunder, each Debtor shall pay the Secured Creditors all reasonable out-of-pocket costs and expenses incurred by the Secured Creditors, including attorneys' fees and court costs, in obtaining, liquidating or enforcing payment of Collateral or the Secured Obligations or in the prosecution or defense of any action or proceeding by or against any Secured Creditor or any Debtor concerning any matter arising out of or connected with this Agreement or the Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the United States Bankruptcy Code (or any successor statute). Any requirement of reasonable notice shall be met if such notice is

personally served on or mailed, postage prepaid, to the Debtors in accordance with Section 14(b) hereof at least 10 days before the time of sale or other event giving rise to the requirement of such notice; provided, however, no notification need be given to a Debtor if such Debtor has signed, after an Event of Default hereunder has occurred, a statement renouncing any right to notification of sale or other intended disposition. The Agent shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. Any Secured Creditor may be the purchaser at any such sale. Each Debtor hereby waives all of its rights of redemption from any such sale. The Agent may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, be made at the time and place to which the sale was postponed or the Agent may further postpone such sale by announcement made at such time and place. The Agent has no obligation to prepare the Collateral for sale. The Agent may sell or otherwise dispose of the Collateral without giving any warranties as to the Collateral or any part thereof, including disclaimers of any warranties of title or the like, and each Debtor acknowledges and agrees that the absence of such warranties shall not render the disposition commercially unreasonable.

(c) Without in any way limiting the foregoing, upon the occurrence and during the continuation of any Event of Default hereunder, in addition to all other rights provided herein or by law, (i) the Agent shall have the right to take physical possession of any and all of the Collateral and anything found therein, the right for that purpose to enter without legal process any premises where the Collateral may be found (provided such entry be done lawfully), and the right to maintain such possession on the relevant Debtor's premises (each Debtor hereby agreeing, to the extent it may lawfully do so, to lease such premises without cost or expense to the Agent or its designee if the Agent so requests) or to remove the Collateral or any part thereof to such other places as the Agent may desire, (ii) the Agent shall have the right to direct any intermediary at any time holding any Investment Property or other Collateral, or any issuer thereof, to deliver such Collateral or any part thereof to the Agent and/or to liquidate such Collateral or any part thereof and deliver the proceeds thereof to the Agent (including, without limitation, the right to deliver a notice of control with respect to any Collateral held in a securities account or commodities account and deliver all entitlement orders with respect thereto), (iii) the Agent shall have the right to exercise any and all rights with respect to all Deposit Accounts of each Debtor, including, without limitation, the right to direct the disposition of the funds in each Deposit Account and to collect, withdraw, and receive all amounts due or to become due or payable thereunder, and (iv) each Debtor shall, upon the Agent's demand, promptly assemble the Collateral and make it available to the Agent at a place designated by the Agent. If the Agent exercises

its right to take possession of the Collateral, each Debtor shall also at its expense perform any and all other steps reasonably requested by the Agent to preserve and protect the security interest hereby granted in the Collateral, such as placing and maintaining signs indicating the security interest of the Agent, appointing overseers for the Collateral and maintaining Collateral records. The Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of the Agent's remedies (for the benefit of the Secured Creditors), with respect to such appointment without prior notice or hearing as to such appointment.

• (d) Without in any way limiting the foregoing, upon the occurrence and during the continuation of any Event of Default, all rights of the Debtors to exercise the voting and/or consensual powers which they are entitled to exercise pursuant to Section 8(a)(i) hereof and/or to receive and retain the distributions which they are entitled to receive and retain pursuant to Section 8(a)(ii) hereof, shall, at the option of the Agent, cease and thereupon become vested in the Agent, which, in addition to all other rights provided herein or by law, shall then be entitled solely and exclusively to exercise all voting and other consensual powers pertaining to the Investment Property and/or to receive and retain the distributions which such Debtor would otherwise have been authorized to retain pursuant to Section 8(a)(ii) hereof and shall then be entitled solely and exclusively to exercise any and all rights of conversion, exchange or subscription or any other rights, privileges or options pertaining to any Investment Property as if the Agent were the absolute owner thereof including, without limitation, the rights to exchange, at its discretion, all Investment Property or any part thereof upon the merger, consolidation, reorganization, recapitalization or other readjustment of the respective issuer thereof or upon the exercise by or on behalf of any such issuer or the Agent of any right, privilege or option pertaining to any Investment Property and, in connection therewith, to deposit and deliver the Investment Property or any part thereof with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Agent may determine. In the event the Agent in good faith believes any of the Collateral constitutes restricted securities within the meaning of any applicable securities laws, any disposition thereof in compliance with such laws shall not render the disposition commercially unreasonable.
• (e) EACH DEBTOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS THE AGENT AS ITS PROXY AND ATTORNEY-IN-FACT WITH RESPECT TO ITS INVESTMENT PROPERTY AND OTHER COLLATERAL, INCLUDING THE RIGHT TO VOTE SUCH INVESTMENT PROPERTY AND OTHER COLLATERAL, WITH FULL POWER OF SUBSTITUTION TO DO SO. IN ADDITION TO THE RIGHT TO VOTE ANY SUCH INVESTMENT

PROPERTY AND OTHER COLLATERAL, THE APPOINTMENT OF THE AGENT AS PROXY AND ATTORNEY-IN-FACT SHALL INCLUDE THE RIGHT TO EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF SUCH INVESTMENT PROPERTY AND OTHER COLLATERAL WOULD BE ENTITLED (INCLUDING GIVING OR WITHHOLDING WRITTEN CONSENTS OF SHAREHOLDERS OR OTHER EQUITY HOLDERS, CALLING SPECIAL MEETINGS OF SHAREHOLDERS OR OTHER EQUITY HOLDERS AND VOTING AT SUCH MEETINGS). SUCH PROXY SHALL BE EFFECTIVE, AUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY ACTION (INCLUDING ANY TRANSFER OF ANY SUCH INVESTMENT PROPERTY AND OTHER COLLATERAL ON THE RECORD BOOKS OF THE ISSUER THEREOF) BY ANY PERSON (INCLUDING THE ISSUER OF SUCH INVESTMENT PROPERTY AND OTHER COLLATERAL OR ANY OFFICER OR AGENT THEREOF), UPON THE OCCURRENCE OF AN EVENT OF DEFAULT. EACH DEBTOR HEREBY RATIFIES AND APPROVES ALL ACTS OF ANY SUCH ATTORNEY AND AGREES THAT NEITHER THE AGENT NOR ANY SUCH ATTORNEY WILL BE LIABLE FOR ANY ACTS OR OMISSIONS OR FOR ANY ERROR OF JUDGMENT OR MISTAKE OF FACT OR LAW OTHER THAN SUCH PERSON'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION; PROVIDED THAT, IN NO EVENT SHALL THEY BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES. THE FOREGOING POWERS OF ATTORNEY AND PROXY, BEING COUPLED WITH AN INTEREST, ARE IRREVOCABLE UNTIL THE SECURED OBLIGATIONS HAVE BEEN FULLY PAID AND SATISFIED AND ALL COMMITMENTS OF THE LENDERS TO EXTEND CREDIT TO OR FOR THE ACCOUNT OF THE BORROWER UNDER THE CREDIT AGREEMENT HAVE EXPIRED OR OTHERWISE BEEN TERMINATED.

(f) Without in any way limiting the foregoing, each Debtor hereby grants to the Secured Creditors a royalty free irrevocable license and right to use all of such Debtor's patents, patent applications, patent licenses, trademarks, trademark registrations, trademark licenses, trade names, trade styles, copyrights, copyright applications, copyright licenses and similar intangibles in connection with any foreclosure or other realization by the Agent or the Secured Creditors on all or any part of the Collateral to the extent permitted by law. The license and right granted the Secured Creditors hereby shall be without any royalty or fee or charge whatsoever.

• (g) The powers conferred upon the Secured Creditors hereunder are solely to protect their interest in the Collateral and shall not impose on them any duty to exercise such powers. The Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equivalent to that which the Agent accords its own property, consisting of similar type assets, it being understood, however, that the Agent shall have no responsibility for (i) ascertaining or taking any action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Collateral, whether or not the Agent has or is deemed to have knowledge of such matters, (ii) taking any necessary steps to preserve rights against any parties with respect to any Collateral, or (iii) initiating any action to protect the Collateral or any part thereof against the possibility of a decline in market value. This Agreement constitutes an assignment of rights only and not an assignment of any duties or obligations of the Debtors in any way related to the Collateral, and the Agent shall have no duty or obligation to discharge any such duty or obligation. Neither any Secured Creditor nor any party acting as attorney for any Secured Creditor shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law other than such person's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction; provided that, in no event shall they be liable for any punitive, exemplary, indirect or consequential damages.
• (h) Failure by the Agent to exercise any right, remedy or option under this Agreement or any other agreement between any Debtor and the Agent or provided by law, or delay by the Agent in exercising the same, shall not operate as a waiver; and no waiver shall be effective unless it is in writing, signed by the party against whom such waiver is sought to be enforced and then only to the extent specifically stated. The rights and remedies of the Secured Creditors under this Agreement shall be cumulative and not exclusive of any other right or remedy which any Secured Creditor may have. For purposes of this Agreement, an Event of Default shall be construed as continuing after its occurrence until the same is waived in writing by the Agent.

Section 11. Application of Proceeds. The proceeds and avails of the Collateral at any time received by the Agent upon the occurrence and during the continuation of any Event of Default shall, when received by the Agent in cash or its equivalent, be applied by the Agent in reduction of, or held as collateral security for, the Secured Obligations in accordance with the terms of the Credit Agreement. The Debtors shall remain liable to the Secured Creditors for any deficiency. Any surplus remaining after the full payment and satisfaction of the Secured Obligations shall be returned to the Borrower, as agent for the Debtors, or to whomsoever the Agent reasonably determines is lawfully entitled thereto.

Section 12. Continuing Agreement. This Agreement shall be a continuing agreement in every respect and shall remain in full force and effect until all of the Secured Obligations, both for principal and interest, have been fully paid and satisfied and the commitments of the Lenders to extend credit to or for the account of the Borrower under the Credit Agreement have expired or otherwise terminated. Upon such termination of this Agreement, the Agent shall, upon the request and at the expense of the Debtors, forthwith release its liens and security interests hereunder.

Section 13. The Agent. In acting under or by virtue of this Agreement, the Agent shall be entitled to all the rights, authority, privileges, and immunities provided in the Credit Agreement, all of which provisions of said Credit Agreement (including, without limitation, Section 15 thereof) are incorporated by reference herein with the same force and effect as if set forth herein in their entirety. The Agent hereby disclaims any representation or warranty to the Secured Creditors or any other holders of the Secured Obligations concerning the perfection of the liens and security interests granted hereunder or in the value of any of the Collateral.

Section 14. Miscellaneous.

• (a) This Agreement cannot be changed or terminated orally. This Agreement shall create a continuing lien on and security interest in the Collateral and shall be binding upon each Debtor, its successors and assigns and shall inure, together with the rights and remedies of the Secured Creditors hereunder, to the benefit of the Secured Creditors and their successors and permitted assigns; provided, however, that no Debtor may assign its rights or delegate its duties hereunder without the Agent's prior written consent. Without limiting the generality of the foregoing, and subject to the provisions of the Credit Agreement, any Lender may assign or otherwise transfer any indebtedness held by it secured by this Agreement to any other person, and such other person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise.
• (b) Except as otherwise specified herein, all notices hereunder shall be in writing (including, without limitation, notice by telecopy or via email) and shall be given to the relevant party at its address, email address or telecopier number set forth below (or, if no such address is set forth below, at the address of the relevant Debtor as shown on the records of the Agent), or such other address, email address or telecopier number as such party may hereafter specify by notice to the other given by courier, by United States certified or registered mail, by telecopy, via email or by other telecommunication device capable of creating a written record of such notice and its receipt. Notices hereunder shall be addressed:

to the Debtors at:

Source Energy Services Canada LP

100, 438 - 11 Avenue S.E. Calgary, Alberta T2G 0Y4 Attention: Scott Sobie, President Telephone: (403) 262-1312, Ext. 233 Telecopy: (403) 930-0569

to the Agent at:

Bank of Montreal 250 Yonge Street, 11th Floor Toronto, ON M5B 2L7 Attention: Agency Services Manager Telecopy: (416) 598-6218

Each such notice, request or other communication shall be effective (i) if given by telecopier, when such telecopy is transmitted to the telecopier number specified in this Section and a confirmation of such telecopy has been received by the sender, (ii) if given by mail, five (5) days after such communication is deposited in the mail, certified or registered with return receipt requested, addressed as aforesaid or (iii) if given by email or any other means, when delivered at email address or other addresses specified in this Section.

• (c) In the event and to the extent that any provision hereof shall be deemed to be invalid or unenforceable by reason of the operation of any law or by reason of the interpretation placed thereon by any court, this Agreement shall to such extent be construed as not containing such provision, but only as to such jurisdictions where such law or interpretation is operative, and the invalidity or unenforceability of such provision shall not affect the validity of any remaining provisions hereof, and any and all other provisions hereof which are otherwise lawful and valid shall remain in full force and effect. Without limiting the generality of the foregoing, in the event that this Agreement shall be deemed to be invalid or otherwise unenforceable with respect to any Debtor, such invalidity or unenforceability shall not affect the validity of this Agreement with respect to the other Debtors.
• (d) The lien and security interest herein created and provided for stand as direct and primary security for the Secured Obligations of the Borrower arising under or otherwise relating to the Credit Agreement as well as for the other Secured Obligations secured hereby. No application of any sums received by the Secured Creditors in respect of the Collateral or any disposition thereof to the reduction of the Secured Obligations or any part thereof shall in any manner entitle any Debtor to any right, title or interest in or to the Secured Obligations or any collateral or

security therefor, whether by subrogation or otherwise, unless and until all Secured Obligations have been fully paid and satisfied and all commitments to extend credit to or for the account of the Borrower under the Credit Agreement have expired or otherwise been terminated. Each Debtor acknowledges and agrees that the lien and security interest hereby created and provided are absolute and unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever of any Secured Creditor or any other holder of any Secured Obligations, and without limiting the generality of the foregoing, the lien and security interest hereof shall not be impaired by any acceptance by any Secured Creditor or any other holder of any Secured Obligations of any other security for or guarantors upon any of the Secured Obligations or by any failure, neglect or omission on the part of any Secured Creditor or any other holder of any of the Secured Obligations to realize upon or protect any of the Secured Obligations or any collateral or security therefor. The lien and security interest hereof shall not in any manner be impaired or affected by (and the Secured Creditors, without notice to anyone, are hereby authorized to make from time to time) any sale, pledge, surrender, compromise, settlement, release, renewal, extension, indulgence, alteration, substitution, exchange, change in, modification or disposition of any of the Secured Obligations or of any collateral or security therefor, or of any guaranty thereof, or of any instrument or agreement setting forth the terms and conditions pertaining to any of the foregoing. The Secured Creditors may at their discretion at any time grant credit to the Borrower without notice to the Debtors in such amounts and on such terms as the Secured Creditors may elect without in any manner impairing the lien and security interest created and provided for. In order to realize hereon and to exercise the rights granted the Secured Creditors hereunder and under applicable law, there shall be no obligation on the part of any Secured Creditor or any other holder of any Secured Obligations at any time to first resort for payment to the Borrower or any Debtor or to any guaranty of the Secured Obligations or any portion thereof or to resort to any other collateral, security, property, liens or any other rights or remedies whatsoever, and the Secured Creditors shall have the right to enforce this Agreement against any Debtor or its Collateral irrespective of whether or not other proceedings or steps seeking resort to or realization upon or from any of the foregoing are pending.

(e) In the event the Secured Creditors shall at any time in their discretion permit a substitution of Debtors hereunder or a party shall wish to become a Debtor hereunder, such substituted or additional Debtor shall, upon executing an agreement in the form attached hereto as Schedule H, become a party hereto and be bound by all the terms and conditions hereof to the same extent as though such Debtor had originally executed this Agreement and, in the case of a substitution, in lieu of the Debtor being replaced. Any such agreement shall contain information as to such Debtor necessary to update Schedules A, B, C, D, E, and F hereto with

respect to it. No such substitution shall be effective absent the written consent of the Agent nor shall it in any manner affect the obligations of the other Debtors hereunder.

• (f) This Agreement shall be deemed to have been made in the State of New York and shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts of law provisions (other than Sections 5- 1401 and 5-1402 of the New York General Obligations law). The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning of any provision hereof.
• (g) This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterpart signature pages, each constituting an original, but all together one and the same instrument. Each Debtor acknowledges that this Agreement is and shall be effective upon its execution and delivery by such Debtor to the Agent, and it shall not be necessary for the Agent to execute this Agreement or any other acceptance hereof or otherwise to signify or express its acceptance hereof.
• (h) Each Debtor hereby submits to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in New York County for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each Debtor irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient form. EACH DEBTOR AND, BY ACCEPTING THE BENEFITS OF THIS AGREEMENT, EACH SECURED CREDITOR HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
• (i) Upon the execution and delivery of this Agreement by the Debtors and the Agent, this Agreement shall supersede all provisions of the Existing Security Agreement as of such date. Each Debtor hereby agrees that, notwithstanding the execution and delivery of this Agreement, the liens and security interests created and provided for under the Existing Security Agreement continue in effect under and pursuant to the terms of this Agreement for the benefit of all of the Secured Obligations. Nothing herein contained shall in any manner affect or impair the priority of the liens and security interests created and provided for by the Existing Security Agreement as

to the indebtedness and obligations which would otherwise be secured thereby prior to giving effect to this Agreement.

(j) It being acknowledged and agreed that Source Energy Services US LP is a limited partnership formed under the laws of the Province of Alberta of which a limited partner thereof is only liable for any of its debts or any of its obligations to the extent of the amount that such limited partner has contributed or agreed to contribute to the capital of the limited partnership.

[SIGNATURE PAGES TO FOLLOW]

IN WITNESS WHEREOF, each Debtor has caused this Amended and Restated Security Agreement to be duly executed and delivered as of the date first above written.

"DEBTORS"

SOURCE ENERGY SERVICES US CHEMICAL GP, INC.

Per:

Name: Derren Newell Title: Chief Financial Officer

SOURCE ENERGY SERVICES PROPPANTS LP

By: SOURCE ENERGY SERVICES US GP LTD., its sole General Partner

Per:

Name: Derren Newell Title: Chief Financial Officer

SOURCE ENERGY SERVICES LOGISTICS US LP

By: SOURCE ENERGY SERVICES US GP LTD., its sole General Partner

Per:

Name: Derren Newell Title: Chief Financial Officer

SOURCE ENERGY SERVICES CHEMICAL US LP

By: SOURCE ENERGY SERVICES US CHEMICAL GP, INC., its sole General Partner

Per:

Name: Derren Newell Title: Chief Financial Officer

CSP PROPERTY HOLDINGS LLC

By: SOURCE ENERGY SERVICES US LP, an Alberta limited partnership, its sole Member

By: SOURCE ENERGY SERVICES US II LP GP LTD., its General Partner

Per:

Name: Derren Newell Title: Chief Financial Officer H-3 - 33

Accepted and agreed to as of the date first above written.

BANK OF MONTREAL, as Agent

Per:

Name: Derren Newell Title: Chief Financial Officer

SCHEDULE A

LOCATIONS

COLUMN 1	COLUMN 2	COLUMN 3
NAME OF DEBTOR (AND STATE OF ORGANIZATION AND ORGANIZATIONAL REGISTRATION NUMBER) Source Energy Services US Chemical GP, Inc. (Delaware file #5395408)	CHIEF EXECUTIVE OFFICE (AND NAME OF RECORD OWNER OF SUCH LOCATION) 3430 Oakwood Mall Drive, Suite 300, Eau Claire, WI 54701	ADDITIONAL PLACES OF BUSINESS AND COLLATERAL LOCATIONS (AND NAME OF RECORD OWNER OF SUCH LOCATIONS)
	Keystone Corp., a Wisconsin corporation
Source Energy Services Proppants LP (Delaware file #5266459)	3430 Oakwood Mall Drive, Suite 300, Eau Claire, WI 54701 Keystone Corp., a Wisconsin corporation	Collateral in Barron County, Wisconsin, as set forth on Schedules A-1 and A-2 attached hereto
Source Energy Services Logistics US LP (Delaware file #4735427)	3430 Oakwood Mall Drive, Suite 300, Eau Claire, WI 54701 Keystone Corp., a Wisconsin corporation
CSP Property Holdings LLC (Wisconsin ID C072843)	3430 Oakwood Mall Drive, Suite 300, Eau Claire, WI 54701 Keystone Corp., a Wisconsin corporation	Collateral in Ward County, North Dakota, as set forth on Schedule A-5, Barron County, Wisconsin, as set forth on Schedules A-1 and A-2 attached hereto, Chippewa County, Wisconsin as set forth on Schedule A-6

A - 2

		attached hereto and Rusk County, Wisconsin, as set forth on Schedule A-7
		attached hereto
Source Energy Services	3430 Oakwood Mall Drive,
Chemical US LP (Delaware	Suite 300, Eau Claire, WI
file #4918869)	54701
	Keystone Corp., a Wisconsin corporation

SCHEDULE B

OTHER NAMES

A. PRIOR LEGAL NAMES

NAME OF DEBTOR	PRIOR LEGAL NAME
Source Energy Services Chemical US LP	Source Logistics LP

Source Energy Services Logistics US LP

Sand Source Services US LP

Source Logistics, Ltd.

Sand Source Services US, Inc.

Source Energy Services Proppants LP

Source Proppant, LP

B. TRADE NAMES

NAME OF DEBTOR	TRADE NAME
CSP Property Holdings, LLC	Sand Source Texas LLC
Source Energy Services Chemical US LP	Ammos Field Solutions

SCHEDULE C

INTELLECTUAL PROPERTY RIGHTS

I. U.S. COPYRIGHT NUMBERS AND PENDING U.S. COPYRIGHT APPLICATION NUMBERS

NONE

II. U.S. PATENT NUMBERS AND PENDING U.S. PATENT APPLICATION NUMBERS

Source Energy Services Chemical US LP - Application Number: 13923516

III. REGISTERED TRADEMARKS AND TRADEMARK APPLICATIONS

Source Energy Services Logistics US LP - Registration No. 4,724,419

SCHEDULE D

REAL ESTATE LEGAL DESCRIPTIONS

CSP 1

The Southeast Quarter of the Northeast Quarter (SE 1/4-NE 1/4), Section 29, Township 34 North, Range 10 West, Town of Sumner, Barron County, Wisconsin.

Bronstad 1

Lot 1 of Certified Survey Map #3262 recorded in Volume 23 of Certified Survey Maps, Page 42 as Document #556965, Town of Sumner, Barron County, Wisconsin.

St. Louis Office

The SW 1/4 of the NE 1/4 of Section 28, Township 34 North, Range 10 West, Town of Sumner, Barron County, Wisconsin.

SCHEDULE E

INVESTMENT PROPERTY, SUBSIDIARY INTERESTS, AND DEPOSITS

A. INVESTMENT PROPERTY (OTHER THAN SUBSIDIARY INTERESTS)

NONE

B. SUBSIDIARY INTERESTS

Debtor	Equity Holder	Class of Equity Interest	Percentage Ownership
Source Energy Services	Source Energy Services	General Partner	1%
Chemical US LP	US Chemical GP, Inc.	Preferred Units
Source Energy Services	Source Energy Services	Limited Partner	99%
Chemical US LP	US LP	Common
Source Energy Services Logistics US LP	Source Energy Services US GP Ltd.	Preferred Interest	1%
Source Energy Services	Source Energy Services	Limited Partnership	99%
Logistics US LP	US LP	Interest
Source Energy Services	Source Energy Services	General Partner	0.01%
Proppants LP	US GP Ltd.	Preferred Interest
Source Energy Services	Source Energy Services	Limited Partnership	99.99%
Proppants LP	US LP	Interest
CSP Property Holdings LLC	Source Energy Services US LP	Membership Interest	100%

C. DEPOSITS

NAME OF DEPOSITORY	ACCOUNT NAME	ACCOUNT NUMBER
US Bank	CSP Property Holdings LLC	18237453 5447
BMO vis US Bank	SES Logistics US LP	3144103 7492

SCHEDULE F

COMMERCIAL TORT CLAIMS

None.

SCHEDULE G

PERMITTED ENCUMBRANCES

DESCRIPTION OF OBLIGATION (INCLUDING OUTSTANDING PRINCIPAL BALANCE)

AGENT COLLATERAL

None.

SCHEDULE H

ASSUMPTION AND SUPPLEMENT TO AMENDED AND RESTATED SECURITY AGREEMENT

THIS ASSUMPTION AND SUPPLEMENT TO AMENDED AND RESTATED SECURITY AGREEMENT (this "Agreement") dated as of this _____ day of _____________, 20__ from [new Debtor], a _______________ corporation/limited liability company/partnership (the "New Debtor"), to Bank of Montreal ("BMO"), as administrative agent for the Secured Creditors (defined in the Security Agreement hereinafter identified and defined) (BMO acting as such agent and any successor or successors to BMO in such capacity being hereinafter referred to as the "Agent").

PRELIMINARY STATEMENTS

A. Certain affiliates of Source Energy Services Canada LP, a limited partnership formed under the laws of the Province of Alberta (the "Borrower") have executed and delivered to the Agent that certain Amended and Restated Security Agreement dated as of December 21, 2015 (such Amended and Restated Security Agreement, as the same may from time to time be amended, modified or restated, including supplements thereto which add additional parties as Debtors thereunder, being hereinafter referred to as the "Security Agreement"), pursuant to which such parties (the "Existing Debtors") have granted to the Agent for the benefit of the Secured Creditors a lien on and security interest in the Existing Debtors' Collateral (as such term is defined in the Security Agreement) to secure the Secured Obligations (as such term is defined in the Security Agreement).

B. The Borrower provides the New Debtor with substantial financial, managerial, administrative, and technical support and the New Debtor will benefit, directly and indirectly, from credit and other financial accommodations extended by the Secured Creditors to the Borrower.

NOW, THEREFORE, FOR VALUE RECEIVED, and in consideration of advances made or to be made, or credit accommodations given or to be given, to the Borrower by the Secured Creditors from time to time, the New Debtor hereby agrees as follows:

1. The New Debtor acknowledges and agrees that it shall become a "Debtor" party to the Security Agreement effective upon the date the New Debtor's execution of this Agreement and the delivery of this Agreement to the Agent, and that upon such execution and delivery, all references in the Security Agreement to the terms "Debtor" or "Debtors" shall be deemed to include the New Debtor. Without limiting the generality of the foregoing, the New Debtor hereby repeats and reaffirms all grants (including the grant of a lien and security interest), covenants, agreements, representations, and warranties contained in the Security Agreement as amended hereby, each and

all of which are and shall remain applicable to the Collateral from time to time owned by the New Debtor or in which the New Debtor from time to time has any rights. Without limiting the foregoing, in order to secure payment of the Secured Obligations, whether now existing or hereafter arising, the New Debtor does hereby grant to the Agent for the benefit of the Secured Creditors, and hereby agrees that the Agent has and shall continue to have for the benefit of the Secured Creditors a continuing lien on and security interest in, among other things, all of the New Debtor's Collateral (as such term is defined in the Security Agreement), including, without limitation, all of the New Debtor's Accounts, Chattel Paper, Instruments, Documents, General Intangibles Letter of Credit Rights, Supporting Obligations, Deposit Accounts, Investment Property, Inventory, Equipment, Fixtures, Commercial Tort Claims, and all of the other Collateral described in Section 2 of the Security Agreement, each and all of such granting clauses being incorporated herein by reference with the same force and effect as if set forth herein in their entirety except that all references in such clauses to the Existing Debtors or any of them shall be deemed to include references to the New Debtor. Nothing contained herein shall in any manner impair the priority of the liens and security interests heretofore granted in favor of the Agent under the Security Agreement.

1. Schedules A (Locations), Schedule B (Other Names), Schedule C (Intellectual Property Rights), Schedule D (Real Estate), Schedule E (Investment Property, Subsidiary Interests and Deposits), and Schedule F (Commercial Tort Claims) to the Security Agreement shall be supplemented by the information stated below with respect to the New Debtor:

SUPPLEMENT TO SCHEDULE A

NAME OF DEBTOR (AND STATE OF ORGANIZATION AND ORGANIZATIONAL REGISTRATION NUMBER)

CHIEF EXECUTIVE OFFICE (AND NAME OF RECORD OWNER OF SUCH LOCATION)

ADDITIONAL PLACES OF BUSINESS AND COLLATERAL LOCATIONS (AND NAME OF RECORD OWNER OF SUCH LOCATIONS)

31491711.4

SUPPLEMENT TO SCHEDULE B

NAME OF DEBTOR

PRIOR LEGAL NAMES AND TRADE NAMES OF SUCH DEBTOR

SUPPLEMENT TO SCHEDULE C

INTELLECTUAL PROPERTY RIGHTS

SUPPLEMENT TO SCHEDULE D

REAL ESTATE LEGAL DESCRIPTIONS

SUPPLEMENT TO SCHEDULE E

INVESTMENT PROPERTY, SUBSIDIARY INTERESTS, AND DEPOSITS

SUPPLEMENT TO SCHEDULE F

COMMERCIAL TORT CLAIMS

1. The New Debtor hereby acknowledges and agrees that the Secured Obligations are secured by all of the Collateral according to, and otherwise on and subject to, the terms and conditions of the Security Agreement to the same extent and with the same force and effect as if the New Debtor had originally been one of the Existing Debtors under the Security Agreement and had originally executed the same as such an Existing Debtor.

2. All capitalized terms used in this Agreement without definition shall have the same meaning herein as such terms have in the Security Agreement, except that any reference to the term "Debtor" or "Debtors" and any provision of the Security Agreement providing meaning to such term shall be deemed a reference to the Existing Debtors and the New Debtor. Except as specifically modified hereby, all of the terms and conditions of the Security Agreement shall stand and remain unchanged and in full force and effect.

3. The New Debtor agrees to execute and deliver such further instruments and documents and do such further acts and things as the Agent may reasonably deem necessary or proper to carry out more effectively the purposes of this Agreement.

4. No reference to this Agreement need be made in the Security Agreement or in any other document or instrument making reference to the Security Agreement, any reference to the Security Agreement in any of such to be deemed a reference to the Security Agreement as modified hereby.

5. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law provisions (other than Sections 5- 1401 and 5-1402 of the New York General Obligations law).

[INSERT NAME OF NEW DEBTOR]

Per:

Name: Title:

Accepted and agreed to as of the date first above written.

BANK OF MONTREAL, as Agent

Per:

Name: Title:

SCHEDULE I

SUPPLEMENTAL SECURITY AGREEMENT

THIS SUPPLEMENTAL SECURITY AGREEMENT (this "Agreement") dated as of this _____ day of _____________, 20__ from [Debtor], a _____________ corporation/limited liability company/partnership (the "Debtor"), to Bank of Montreal ("BMO"), as administrative agent for the Secured Creditors (defined in the Security Agreement hereinafter identified and defined) BMO acting as such agent and any successor or successors to BMO in such capacity being hereinafter referred to as the "Agent".

PRELIMINARY STATEMENTS

A. Certain affiliates of Source Energy Services Canada LP, a limited partnership formed under the laws of the Province of Alberta (the "Borrower") have executed and delivered to the Agent that certain Amended and Restated Security Agreement dated as of December 21, 2015 (such Amended and Restated Security Agreement, as the same may from time to time be amended, modified or restated, being hereinafter referred to as the "Security Agreement"), pursuant to which such parties have granted to the Agent for the benefit of the Secured Creditors a lien on and security interest in the Collateral to secure the Secured Obligations (as such term is defined in the Security Agreement).

B. Pursuant to the Security Agreement, the Debtor granted to the Agent, among other things, a continuing security interest in all Commercial Tort Claims.

C. The Debtor has acquired a Commercial Tort Claim, and executes and delivers this Agreement to confirm and assure the Agent's security interest therein.

NOW, THEREFORE, FOR VALUE RECEIVED, and in consideration of advances made or to be made, or credit accommodations given or to be given, to the Borrower by the Secured Creditors from time to time, the Debtor hereby agrees as follows:

1. In order to secure payment of the Secured Obligations, whether now existing or hereafter arising, the Debtor does hereby grant to the Agent for the benefit of the Secured Creditors, and hereby agrees that the Agent has and shall continue to have for the benefit of the Secured Creditors a continuing lien on and security interest in the Commercial Tort Claim described below:

(Insert description of the Commercial Tort Claim by referring to a specific incident giving rise to the claim)

1. Schedule F (Commercial Tort Claims) to the Security Agreement is hereby amended to include reference to the Commercial Tort Claim referred to in Section 1 above. The

31491711.4

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Commercial Tort Claim described herein is in addition to, and not in substitution or replacement for, the Commercial Tort Claims heretofore described in and subject to the Security Agreement, and nothing contained herein shall in any manner impair the priority of the liens and security interests heretofore granted by the Debtor in favor of the Agent under the Security Agreement.

1. All capitalized terms used in this Agreement without definition shall have the same meaning herein as such terms have in the Security Agreement, except that any reference to the term "Collateral" and any provision of the Security Agreement providing meaning to such term shall be deemed to include the Commercial Tort Claim referred to in Section 1 above. Except as specifically modified hereby, all of the terms and conditions of the Security Agreement shall stand and remain unchanged and in full force and effect.

2. The Debtor agrees to execute and deliver such further instruments and documents and do such further acts and things as the Agent may deem necessary or proper to carry out more effectively the purposes of this Agreement.

3. No reference to this Agreement need be made in the Security Agreement or in any other document or instrument making reference to the Security Agreement, any reference to the Security Agreement in any of such to be deemed a reference to the Security Agreement as modified hereby.

4. The Debtor acknowledges that this Agreement shall be effective upon its execution and delivery by the Debtor to the Agent, and it shall not be necessary for the Agent to execute this Agreement or any other acceptance hereof or otherwise to signify or express its acceptance hereof.

5. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law provisions (other than Sections 5- 1401 and 5-1402 of the New York General Obligations law).

[INSERT NAME OF DEBTOR]

Per:

Name: Title:

SCHEDULE I BORROWING BASE CERTIFICATE

• TO: The Lenders (as defined below)
• AND Bank of Montreal, as agent of the Lenders (the "Agent")
• TO:
• FROM: Source Energy Services Canada LP, by its general partner, Source Energy Services Canada LP GP Ltd. (the "General Partner")

This Borrowing Base Certificate is delivered to you pursuant to the fifth amended and restated credit agreement made as of December 30, 2020 (as the same may be amended, modified, supplemented or restated, the "Credit Agreement") among Source Energy Services Canada LP (the "Borrower"), as borrower, the various Persons party thereto as lenders from time to time (collectively, the "Lenders") and the Agent. All terms set forth in this Borrowing Base Certificate and not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement.

I, [name], in my capacity as the [title] of the General Partner, hereby certify without personal liability, the following, in each case as at [date of last Banking Day of preceding calendar week / preceding calendar month, as applicable]:

• 1. attached hereto as Exhibit "A" is a summary of all Receivables and accounts payable of the Loan Parties (including particulars of all Account Debtors and the age of such Receivables) as at [date] (the "Calculation Date");
• 1. attached hereto as Exhibit "B" is a summary of all outstanding Inventory of the Loan Parties (including the locations of such Inventory) as at the Calculation Date;
• 1. attached hereto as Exhibit "C" is a summary of all Priority Payables, including: (a) all accrued but unpaid statutory source deductions of the Loan Parties, (b) all unpaid wages of the Loan Parties, (c) all vacation pay and other compensation for services rendered by employees of the Loan Parties and (d) and any other claims ranking in priority to the Security, in each case as at the Calculation Date;
• 1. attached hereto as Exhibit "D" is a summary of all accounts payable which are in arrears for more than 60 days from the invoice due date as at the Calculation Date; and
• 1. attached hereto is the Borrower's calculation of the Borrowing Base as at the Calculation Date:

PART A

85% of all Investment Grade Receivables and all Eligible Receivables owing by Specified Account Debtors:

Gross Receivables of the Loan Parties owing by Investment Grade Account Debtors	\$_
Gross Receivables of the Loan Parties owing by the Specified Account Debtor	\$_
Less:
(i) services not fully performed, goods not shipped, title not passed or sale made on a repurchase or return basis (see (a) and (n) of definition of Eligible Receivable)	\$_
(ii) owing by Affiliates or non-arm's length persons (see (h) of definition of Eligible Receivable)	\$_
(iii) unpaid for > 120 days after the original invoice date or otherwise a doubtful account (see (f) of definition of Eligible Receivable)	\$_
(iv) amount of holdbacks, discounts and allowances from payment (see (g) and (p) of the definition of Eligible Receivable)	\$_
(v) excluded Account Debtors
(A) owing by Account Debtors that are creditor or supplier (see (j) of definition of Eligible Accounts Receivable)	\$_
(B) amount of Receivables in dispute (see (k) of definition of Eligible Accounts Receivable)
(C) Receivables owing by Government of Canada, any province	\$_

thereof, or any department, agency or

instrumentality thereof (see (m) of definition of Eligible Accounts Receivable)	\$_
(vi) amount of any off-set, counterclaim or other defence asserted (see (b) of definition of Eligible Receivable)	\$_
(vii) amount of Receivables where return, rejection or repossession of applicable merchandise has occurred (see (q) of definition of Eligible Receivable)	\$_
(viii) Receivables representing amounts that have been rebilled, or are subject to any credit notes, allowances, or rebates (see (o) of definition of Eligible Receivable)	\$_
(ix) Receivables that are not otherwise Eligible Receivables (see definition of Eligible Receivables)	\$_
Eligible Receivable of the Loan Parties	\$_	X 85%	\$_

75% of all Eligible Receivables that are not Investment Grade Receivables, excluding Insured Receivables:

Gross Receivables of the Loan Parties owing by non-Investment Grade Account Debtors	\$_
Less:
(i) services not fully performed, goods not shipped, title not passed or sale made on a repurchase or return basis (see (a) and (n) of definition of Eligible Receivable)	\$_
(ii) owing by Affiliates or non-arm's length persons (see (h) of definition of Eligible Receivable)	\$_

I - 3

(iii) unpaid for > 90 days after the original invoice date or otherwise a doubtful account (see (f) of definition of Eligible Receivable)	\$_
(iv) amount of holdbacks, discounts and allowances from payment (see (g) and (p) of the definition of Eligible Receivable)	\$_
(v) excluded Account Debtors
(A) owing by Account Debtors that are creditor or supplier (see (j) of definition of Eligible Accounts Receivable)	\$_
(B) amount of Receivables in dispute (see (k) of definition of Eligible Accounts Receivable)
(C) Receivables owing by Government of Canada, any province thereof, or any department, agency or	\$_
instrumentality thereof (see (m) of definition of Eligible Accounts Receivable)	\$_
(vi) amount of any off-set, counterclaim or other defence asserted (see (b) of definition of Eligible Receivable)	\$_
(vii) amount of Receivables where return, rejection or repossession of applicable merchandise has occurred (see (q) of definition of Eligible Receivable)	\$_
(viii) Receivables representing amounts that have been rebilled, or are subject to any credit notes, allowances, or rebates (see (o) of definition of Eligible Receivable)	\$_
(ix) Receivables that are not otherwise Eligible Receivables (see definition of Eligible Receivables)	\$_
Eligible Receivable of the Loan Parties	\$_	X 75%	\$_
90% of Insured Receivables:

Insured Receivables of the Loan Parties	\$_	X 90%	\$_
The applicable Inventory Margin:
the least of:			(A)\$25,000,000
the cost (weighted average) of Eligible Inventory of the Loan Parties		X 60%	(B) \$_
The Net Orderly Liquidation Value of Eligible Inventory of the Loan Parties (as confirmed in a satisfactory appraisal)		X 60%	(C) \$_
The lesser of (A), (B) & (C)			= \$_
The Part A Amount:
85% of Investment Grade Receivables and all Eligible Receivables owing by Specified Account Debtors (calculated in 4(a) above)			\$_
75% of all Eligible Receivables that are not Investment Grade Receivables (calculated in 4(b) above), excluding Insured Receivables			\$_
90% of Insured Receivables (calculated in 4(c) above)			\$_
Inventory Margin (calculated in 4(d) above)			\$_
Less: Priority Payables (calculated in Exhibit "C")			\$_
Less: 6 month rent Reserve for all Permitted Collateral Locations that are leased by a Loan Party for which the Lenders have not received an acceptable Collateral Access Agreement pursuant to Section 10.1(g)			\$_
Less: Other Reserves			\$_
The aggregate of the above amounts, minus the deductions stated above, equal (the "Part
A Amount")			=\$_

PART B

Senior Secured Indenture Borrowing Base:

(a) 85% of the receivables of the members of the Restricted Group (as defined in the Senior Secured Indenture) \$_______ (b) 60% of the inventory of the members of the Restricted Group \$_______ The aggregate of the above amounts equal = \$_______ Less: =\$________

(c) any permanent repayments of Debt under Senior Secured Indenture Credit Facilities or permanent reductions in commitments thereunder (including such permanent repayments of Debt and permanent reductions in Commitments made under the Credit Agreement) from the proceeds of one or more Asset Sales in accordance with [Section 5.14] of the Senior Secured Indenture (collectively, "Permanent Reductions")

The product of (a) + (b) – (c) is referred to herein as, the "Part B Amount" =\$______

PART C: BORROWING BASE CALCULATION

The Borrowing Base is equal the Part A Amount; Provided in the event the Part A Amount exceeds the Part B Amount, the Part A Amount shall be deemed to be the same as the Part B Amount

the Part A Amount	\$_
the Part B Amount:	\$_

BORROWING BASE: =\$_______

Eligible Receivables included in the Borrowing Base calculations above is evidenced by an invoice or purchase order and the undersigned hereby agrees to provide such invoices at the request of the Agent. The Senior Secured Borrowing Base has been determined on a combined basis in accordance with GAAP (as defined in the Senior Secured Indenture).

I hereby certify that the Borrowing Base has been calculated in accordance with the Credit Agreement and, for greater certainty and without limitation, taking into account the definitions of Eligible Receivables, Investment Grade Receivables, Insured Receivables and Inventory Margin, and is correct, true and accurate as of the date hereof.

IN WITNESS WHEREOF I have hereunto set my hand and seal this ● day of ●.

By:

Name: Title:

SCHEDULE J GUARANTORS

Guarantors – Canadian

• 1. Source Energy Services Ltd.
• 1. Source Energy Services US LP
• 1. Source Energy Services US II LP GP Ltd.
• 1. Source Energy Services Canada LP GP Ltd.
• 1. Source Energy Services Canada Holdings Ltd.
• 1. Source Energy Services Canadian Chemical LP
• 1. Source Energy Services Canadian Chemical LP GP Ltd.
• 1. Source Energy Services Canadian Logistics LP
• 1. Source Energy Services Canadian Logistics LP GP Ltd.
• 1. Source Energy Services US GP Ltd.
• 1. SES Sand Holdings (US) LP
• 1. SES Sand Investments (US) Ltd.

Guarantors – United States

• 1. CSP Property Holdings LLC
• 1. Source Energy Services Proppants LP
• 1. Source Energy Services Logistics US LP
• 1. Berthold Transload Inc.
• 1. Sand Products Wisconsin LLC
• 1. Spartan Sand, LLC
• 1. Sand Products Rail LLC
• 1. SES Sand Holdings (Canada) Inc.

SCHEDULE K LEGAL STRUCTURE

See attached.

SCHEDULE L MATERIAL CONTRACTS

• 1. Limited partnership agreement made as of October 7, 2013 between the General Partner and the other parties thereto, as limited partners, forming and governing the Borrower.
• 1. Limited partnership agreement made as of October 7, 2013 between the Source US General Partner and the other parties thereto, as limited partners, forming and governing Source US.
• 1. Senior Secured Indenture.

SCHEDULE M LOCATIONS OF PROPERTY AND OFFICES AND PERMITTED COLLATERAL LOCATIONS

	Debtor	Jurisdiction where tangible assets are located	Chief executive office of the Debtor:	Office where the Debtor keeps its records concerning the Receivables:
1.	Source Energy Services US LP	North Dakota, Texas and Wisconsin	3430 Oakwood Mall Drive — Suite 300 Eau Claire, WI USA 54701	3430 Oakwood Mall Drive — Suite 300 Eau Claire, WI USA 54701 and 500, 438 - 11 Ave SE Calgary, Alberta T2G 0Y4
2.	Source Energy Services Canadian Chemical LP	Alberta and British Columbia	500, 438 - 11 Ave SE, Calgary, Alberta T2G 0Y4	500, 438 - 11 Ave SE, Calgary, Alberta T2G 0Y4 and 3430 Oakwood Mall Drive — Suite 300 Eau Claire, WI USA 54701
3.	Source Energy Services Canadian Logistics LP	Alberta, British Columbia and Saskatchewan	500, 438 - 11 Ave SE, Calgary, Alberta T2G 0Y4	500, 438 - 11 Ave SE Calgary, Alberta T2G 0Y4 and 3430 Oakwood Mall Drive — Suite 300 Eau Claire, WI USA 54701
4.	Source Energy Services Canada LP	Alberta, British Columbia and Saskatchewan	500, 438 - 11 Ave SE, Calgary, Alberta T2G 0Y4	500, 438 - 11 Ave SE Calgary, Alberta T2G 0Y4 and 3430 Oakwood Mall Drive — Suite 300 Eau Claire, WI USA 54701

5.	Source Energy Services Canada LP GP Ltd.	Alberta, British Columbia and Saskatchewan	500, 438 - 11 Ave SE, Calgary, Alberta T2G 0Y4	500, 438 - 11 Ave SE Calgary, Alberta T2G 0Y4 and 3430 Oakwood Mall Drive — Suite 300 Eau Claire, WI USA 54701
6.	Source Energy Services US II LP GP Ltd.	North Dakota and Wisconsin	3430 Oakwood Mall Drive — Suite 300 Eau Claire, WI USA 54701	3430 Oakwood Mall Drive — Suite 300 Eau Claire, WI USA 54701 and 500, 438 - 11 Ave SE Calgary, Alberta T2G 0Y4
7.	Source Energy Services Canada Holdings Ltd.	Alberta, British Columbia and Saskatchewan	500, 438 - 11 Ave SE, Calgary, Alberta T2G 0Y4	500, 438 - 11 Ave SE Calgary, Alberta T2G 0Y4 and 3430 Oakwood Mall Drive — Suite 300 Eau Claire, WI USA 54701
8.	Source Energy Services Canadian Chemical LP GP Ltd.	Alberta and British Columbia	500, 438 - 11 Ave SE, Calgary, Alberta T2G 0Y4	500, 438 - 11 Ave SE Calgary, Alberta T2G 0Y4 and 3430 Oakwood Mall Drive — Suite 300 Eau Claire, WI USA 54701
9.	Source Energy Services Canadian Logistics LP GP Ltd.	Alberta, British Columbia and Saskatchewan	500, 438 - 11 Ave SE, Calgary, Alberta T2G 0Y4	500, 438 - 11 Ave SE Calgary, Alberta T2G 0Y4 and 3430 Oakwood Mall Drive — Suite 300 Eau Claire, WI USA 54701

10.	Source Energy Services US GP Ltd.	Wisconsin	3430 Oakwood Mall Drive — Suite 300 Eau Claire, WI USA 54701	3430 Oakwood Mall Drive — Suite 300 Eau Claire, WI USA 54701 and 500, 438 - 11 Ave SE Calgary, Alberta T2G 0Y4
11.	Source Energy Services Ltd.	Alberta, British Columbia, Saskatchewan, North Dakota, Texas and Wisconsin	500, 438 - 11 Ave SE, Calgary, Alberta T2G 0Y4	500, 438 - 11 Ave SE, Calgary, Alberta T2G 0Y4
12.	SES Sand Holdings (US) LP	Alberta, British Columbia and Saskatchewan	500, 438 - 11 Ave SE, Calgary, Alberta T2G 0Y4	500, 438 - 11 Ave SE, Calgary, Alberta T2G 0Y4
13.	SES Sand Investments (US) Ltd.	Alberta, British Columbia and Saskatchewan	500, 438 - 11 Ave SE, Calgary, Alberta T2G 0Y4	500, 438 - 11 Ave SE, Calgary, Alberta T2G 0Y4
14.	Source Energy Services Proppants LP	Wisconsin	3430 Oakwood Mall Drive — Suite 300 Eau Claire, WI USA 54701	3430 Oakwood Mall Drive — Suite 300 Eau Claire, WI USA 54701 and 500, 438 - 11 Ave SE Calgary, Alberta T2G 0Y4
15.	Source Energy Services Logistics US LP	North Dakota and Texas	3430 Oakwood Mall Drive — Suite 300 Eau Claire, WI USA 54701	3430 Oakwood Mall Drive — Suite 300 Eau Claire, WI USA 54701 and 500, 438 - 11 Ave SE Calgary, Alberta T2G 0Y4
16.	CSP Property Holdings LLC	Wisconsin and North Dakota	3430 Oakwood Mall Drive — Suite 300 Eau Claire, WI USA 54701	3430 Oakwood Mall Drive — Suite 300 Eau Claire, WI USA 54701 and 500, 438 - 11 Ave SE Calgary, Alberta T2G 0Y4
17.	Berthold Transload, Inc.	North Dakota	3430 Oakwood Mall Drive — Suite 300 Eau Claire, WI USA 54701	3430 Oakwood Mall Drive — Suite 300 Eau Claire, WI USA 54701

				and 500, 438 - 11 Ave SE Calgary, Alberta T2G 0Y4
18.	Sand Products Wisconsin LLC	Wisconsin	3430 Oakwood Mall Drive — Suite 300 Eau Claire, WI USA 54701	3430 Oakwood Mall Drive — Suite 300 Eau Claire, WI USA 54701 and 500, 438 - 11 Ave SE Calgary, Alberta T2G 0Y4
19.	Sand Products Rail LLC	N/A	3430 Oakwood Mall Drive — Suite 300 Eau Claire, WI USA 54701	3430 Oakwood Mall Drive — Suite 300 Eau Claire, WI USA 54701 and 500, 438 - 11 Ave SE Calgary, Alberta T2G 0Y4
20.	Spartan Sand, LLC	N/A	3430 Oakwood Mall Drive — Suite 300 Eau Claire, WI USA 54701	3430 Oakwood Mall Drive — Suite 300 Eau Claire, WI USA 54701 and 500, 438 - 11 Ave SE Calgary, Alberta T2G 0Y4

PERMITTED COLLATERAL LOCATIONS OF INVENTORY AND BOOKS AND RECORDS

	Location/Address1	Owned/Leased	Owner or Landlord/Tenant	Books and Records/Inventory
	Alberta
1.	Calgary Head Office 500, 438 - 11 Avenue SE Calgary, Alberta T2G 0Y4	Leased	Landlord: Allied Properties Management LP Tenant: Source Energy Services Canada LP, by its general partner, Source Energy Services Canada LP GP Ltd.	Books and Records
2.	Edson Terminal2 103 Golf Course Road Edson, Alberta T7E 1T4	Leased	Landlord: Contractors Leasing Corp Tenant: Source Energy Services Canadian Logistics LP, by its general partner, Source Energy Services Canadian Logistics LP GP Ltd.	Inventory
3.	Fox Creek Terminal Intersection of 947 & ANC Road	Leased	Landlord: Canadian National Railway Company Sublandlord: Rrox Aggregates Ltd. Tenant: Source Energy Services Canadian Logistics LP	Inventory
4.	Wembley Terminal 10124 - 101 Avenue Wembley, Alberta T0H 3S4	Owned	Source Energy Services Canada Holdings Ltd.	Inventory

¹ Source Energy Services Canadian Logistics LP leases a rail terminal transfer site from Her Majesty the Queen, in the right of the Province of Alberta, represented by the Department of Environment and Sustainable Resource Development pursuant to Miscellaneous Lease No. DML 130122.

² Source Energy Services Canada Holdings Ltd. also owns a barren parcel of land in Edson county, which the Agent has a mortgage on.

5.	Red Deer Terminal 8025 Edgar Industrial Place Red Deer, Alberta T4P 3R3	Owned	Source Energy Services Canada Holdings Ltd.	Inventory
6.	Grande Prairie Office 6902 98th Street, Clairmont, Alberta T8X 5A1	Leased	Landlord: CRD Properties Corporation Tenant: Source Energy Services Canadian Logistics LP	Inventory
7.	Grande Prairie Terminal 13402 97th Street Grande Prairie, Alberta T8V 5N7	Owned	Source Energy Services Canada Holdings Ltd.	Inventory
			Saskatchewan
8.	Lampman Terminal Box 118 - 301 Railway Avenue, Lampman, Saskatchewan S0C 1N0	Leased	Landlord: Canadian National Railway Company Tenant: Source Energy Services Canadian Logistics LP	Inventory
			British Columbia
9.	Taylor Terminal Pine Ave and Alder Street, Taylor, BC	Leased	Landlord: Suncor Energy Inc. Tenant: Source Energy Services Canadian Logistics LP	Inventory3
10.	Fort Nelson Terminal 14 Chopstick Factory Road, Fort Nelson, British Columbia V0C 1R04	Owned	Source Energy Services Canada Holdings Ltd.	Inventory
11.	Fort Nelson Terminal 2	Owned	Source Energy Services Holdings Ltd.	Inventory

³ No inventory is at this location at this time, but will be in the future.

⁴ Canadian National Railway Company and Source Energy Services Logistics LP GP Ltd. behalf of Source Energy Services Canadian Logistics LP are parties to a Rail Siding Agreement dated September 1, 2014 for a railway siding to this property.

	19 Dawson Drive Fort Nelson, British Columbia V0C 1R0
12.	Chetwynd Terminal 4590 Nicholson Road Chetwynd, British Columbia V0C 1J0	Owned	Source Energy Services Canada Holdings Ltd.	Inventory
	Wisconsin
13.	Wisconsin Head Office	Leased	Landlord: Keystone Corporation	Books and Records
	3430 Oakwood Mall Drive, Suite 300, Eau Claire, Wisconsin 54701		Tenant: Source Energy Services US LP
14.	Drying/Transloading Facility W14251 Stiles Road Weyerhaeuser, Wisconsin USA 54895	Owned	CSP Property Holdings LLC	Inventory
15.	Set out tracks W14251 Stiles Road Weyerhaeuser, Wisconsin USA 54895	Leased	Landlord: Wisconsin Central Ltd. Tenant: Canadian Sand and Proppants	Inventory
16.	Sumner Mine/Processing Facility & Wet Plant 2595 US Hwy 8, Cameron, Wisconsin 54822	Owned	CSP Property Holdings LLC	Inventory
17.	Blair Mine and Processing	Owned	Sand Products Wisconsin LLC5	Inventory

⁵ Sand Products Wisconsin LLC is also party to the following leases: (a) MINING OPTION AND LEASE AGREEMENT DATED AS OF NOVEMBER 28, 2012 BETWEEN HIGHWAY 53 GROUP, LLC, AS LESSOR AND Sand Products Wisconsin

	N32987 Schansberg Road Blair, Wisconsin USA 54616
18.	Preston Mine and Processing N33005 Helmers Rd, Blair, Wisconsin USA, N32845 Larkin Road, Town of Preston, Wisconsin USA	Owned	CSP Property Holdings LLC	Inventory
North Dakota
19.	Berthold Terminal	Owned	CSP Property LLC	Inventory
	8850 310th NW Street
	Berthold, North Dakota USA 58718

LLC, (Blair Mine/Processing Facility & Wet Plant); (B) MINING OPTION AND LEASE AGREEMENT DATED AS OF NOVEMBER 20, 2012 BETWEEN THOMPSAND FARMS, LLC, AS LESSOR AND Sand Products Wisconsin LLC, AS LESSEE (Drying/Transloading Facility). No books, records or inventory is located on these lands and the Agent has a leasehold mortgage over each.

SCHEDULE N DEPOSIT ACCOUNTS

Bank	Account Name	Account Number
Bank of Montreal 350-7th Avenue SW	Source Energy Services Canada Hold	0010-1979-473
Calgary, Alberta T2P 3N9	Source Energy CDN Logistics	0010-1979-828
	Source Energy CDN Logistics USD	0010-4779-863
	Source Energy Services Canada LP US	0010-4780-207
	Source Energy Services Canada	0010-1980-263
	Source Energy Services Canada LP	0010-4756-346
	Source Energy Services Canada LP	0010-1929-986
	Source Energy CDN Chemical	0010-1980-255
	Source Energy Services Canada LP GP Ltd.	0010-1980-992
	Source Energy USD	0010-4766-114
	Source Energy CAD	0010-1955-850
BMO Harris Bank N.A.	Source Energy Services Proppants LP	201-884-4
111 W Monroe Street, 9E	CSP Property Holdings LLC	201-885-1
Chicago, Illinois 60603	Source Energy Services Logistics US LP	398-960-5
	Source Energy Services US II LP GP Ltd.	399-178-3

Source Energy Services US LP	399-203-9
Source Energy Services US LP	400-851-2
Source Energy Services US LP	400-852-0