Execution Version (Redacted for SEDAR)

CREDIT AGREEMENT

dated as of

December 20, 2024

among

SOURCE ENERGY SERVICES LTD.

as Borrower

and

THE GUARANTORS FROM TIME TO TIME PARTY HERETO

and

THE LENDERS FROM TIME TO TIME PARTY HERETO

as Lenders

and

CANADIAN IMPERIAL BANK OF COMMERCE

as Agent

CAN_DMS: \1008743805\2

Table of Contents
Page

ARTICLE 1 DEFINITIONS

1.1 Defined Terms. ... 1
1.2 Classification of Loans and Borrowings ... 45
1.3 Terms Generally. ... 45
1.4 Accounting Terms; GAAP. ... 45
1.5 Time ... 46
1.6 Permitted Liens. ... 46
1.7 Rates. ... 46
1.8 Interpretation Clause (Quebec). ... 47
1.9 Divisions. ... 48

ARTICLE 2 THE CREDITS

2.1 Commitments ... 48
2.2 Loans and Borrowings. ... 49
2.3 Requests for Borrowings. ... 50
2.4 Funding of Borrowings. ... 52
2.5 Interest. ... 53
2.6 Termination and Reduction of Commitments. ... 55
2.7 Repayment of Loans. ... 55
2.8 Evidence of Debt. ... 56
2.9 Prepayments. ... 56
2.10 Fees. ... 57
2.11 Increased Costs; Illegality; Alternate Rate of Interest; Replacement of Lenders; Benchmark Replacement. ... 59
2.12 Break Funding Payments. ... 68
2.13 Taxes. ... 68
2.14 Payments Generally; Pro Rata Treatment; Sharing of Set-offs. ... 71
2.15 Currency Indemnity. ... 73
2.16 Collection of Accounts. ... 73
2.17 Letters of Credit. ... 75
2.18 F/X Contracts. ... 78
2.19 Swingline Loans and Protective Advances. ... 78
2.20 Swap Contracts. ... 80

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Organization; Powers. ... 81
3.2 Authorization; Enforceability. ... 81
3.3 Governmental Approvals; No Conflicts. ... 81
3.4 Financial Condition; No Material Adverse Effect. ... 81
3.5 Litigation. ... 82
3.6 Compliance with Applicable Laws and Agreements. ... 82
3.7 Ownership. ... 82
3.8 Taxes. ... 82
3.9 Titles to Real Property. ... 83
3.10 Titles to Personal Property. ... 83
3.11 Pension Plans. ... 83
3.12 Disclosure. ... 83
3.13 Defaults. ... 84
3.14 Casualties; Taking of Properties. ... 84

-i-

Table of Contents (continued)

Page

3.15 Subsidiaries...84
3.16 Insurance...84
3.17 Solvency...85
3.18 Material Contract...85
3.19 Environmental Matters...85
3.20 Employee Matters...86
3.21 Fiscal Year...86
3.22 Intellectual Property Rights...86
3.23 Residency of Credit Parties for Tax Purposes...86
3.24 [Reserved]...87
3.25 Indebtedness...87
3.26 Workers' Compensation...87
3.27 Bank Accounts...87
3.28 Real Property and Leases...87
3.29 Further Real Property Matters...87
3.30 Jurisdictions of Credit Parties...87
3.31 Corporate Name; Prior Transactions...88
3.32 [Reserved]...88
3.33 [Reserved]...88
3.34 Term Credit Documents...88
3.35 Anti-Corruption Laws and Sanctions...88
3.36 Anti-Money Laundering...88
3.37 Information Technology and Security...88
3.38 Regulation U...89

ARTICLE 4 CONDITIONS...89

4.1 Effective Date...89
4.2 Each Credit Event...93

ARTICLE 5 AFFIRMATIVE COVENANTS...93

5.1 Financial Statements and Other Information...93
5.2 Existence; Conduct of Business...98
5.3 Payment of Obligations...98
5.4 Maintenance of Properties...98
5.5 Books and Records; Inspection Rights...98
5.6 Compliance with Applicable Laws...99
5.7 Use of Proceeds and Letters of Credit...99
5.8 Further Assurances...99
5.9 Insurance...99
5.10 Operation and Maintenance of Property...100
5.11 Additional Subsidiaries; Unrestricted Subsidiaries; Additional Liens...101
5.12 Financial Covenants...102
5.13 Post Closing Undertakings...102
5.14 Environmental Laws...102
5.15 Landlord Waivers and Bailee Letters...102
5.16 Pension Plans...102
5.17 [Reserved]...103
5.18 Physical Inventories...103
5.19 [Reserved]...103
5.20 Special Provisions Regarding Accounts, Inventory and Other Collateral...103

Table of Contents (continued)

Page

ARTICLE 6 NEGATIVE COVENANTS ...106
6.1 Indebtedness ...106
6.2 Liens ...107
6.3 Fundamental Changes; Asset Sales ...107
6.4 Investments, Loans, Advances, Guarantees and Acquisitions ...108
6.5 Swap Transactions ...109
6.6 Restricted Payments ...109
6.7 Transactions with Affiliates ...110
6.8 Repayment of Subordinated Debt ...110
6.9 Restrictive Agreements ...111
6.10 Sales and Leasebacks ...111
6.11 Pension Plan Compliance ...111
6.12 Sale or Discount of Receivables ...111
6.13 [Reserved] ...111
6.14 Capital Expenditures ...111
6.15 No Amendments to Subordinated Debt Documents ...112
6.16 Changes Relating to Term Credit Documents ...112
6.17 Prohibited Use of Proceeds; Sanctions ...112

ARTICLE 7 EVENTS OF DEFAULT ...112
7.1 Events of Default ...112
7.2 Remedies ...116

ARTICLE 8 THE AGENT ...118
8.1 Appointment of Agent ...118
8.2 Limitation of Duties of Agent ...118
8.3 Lack of Reliance on the Agent ...118
8.4 Certain Rights of the Agent ...119
8.5 Reliance by Agent ...119
8.6 Indemnification of Agent ...119
8.7 The Agent in its Individual Capacity ...120
8.8 May Treat Lender as Owner ...120
8.9 Successor Agent ...120
8.10 No Independent Legal Action by Lenders ...121
8.11 Notice of Default ...121
8.12 Agency for Perfection ...122
8.13 Payments by Agent to Lenders ...122
8.14 Concerning the Collateral and the Related Loan Documents ...122
8.15 Field Audit and Examination Reports; Disclaimer by Lenders ...122
8.16 Quebec Security ...123
8.17 F/X Contracts, Swap Transactions and Cash Management Obligations ...123
8.18 Erroneous Payments by the Agent ...124

ARTICLE 9 MISCELLANEOUS ...127
9.1 Notices ...127
9.2 Waivers; Amendments ...128
9.3 Expenses; Indemnity; Damage Waiver ...129
9.4 Successors and Assigns ...131
9.5 Survival ...133

Page

Table of Contents (continued)

9.6 Counterparts; Integration; Effectiveness. ...133
9.7 Severability. ...134
9.8 Right of Set-Off. ...134
9.9 Governing Law; Jurisdiction; Consent to Service of Process. ...134
9.10 WAIVER OF JURY TRIAL. ...135
9.11 Headings. ...135
9.12 Confidentiality. ...135
9.13 Press Releases and Related Materials. ...136
9.14 Anti-Money Laundering Legislation. ...136
9.15 Defaulting Lenders. ...137
9.16 Keepwell. ...138
9.17 No Strict Construction. ...139
9.18 Paramountcy. ...139
9.19 LIMITATION OF LIABILITY. ...139
9.20 Language. ...139

Schedule A Commitments
Schedule 2.20 Swap Contracts
Schedule 3.3 Governmental Approvals
Schedule 3.5 Litigation
Schedule 3.7 Ownership of Credit Parties
Schedule 3.9 Liens on Real Property
Schedule 3.10 Liens on Personal Property
Schedule 3.11 [Reserved]
Schedule 3.13 Defaults
Schedule 3.15 Subsidiaries
Schedule 3.18 Material Contracts
Schedule 3.19 Disclosed Matters
Schedule 3.20 Employee Matters
Schedule 3.22 Intellectual Property Matters
Schedule 3.27 Bank Accounts
Schedule 3.28 Owned and Leased Real Property
Schedule 3.30 Jurisdictions of the Credit Parties
Schedule 3.31 Corporate Names; Prior Transactions
Schedule 3.32 [Reserved]
Schedule 5.15 Post-closing Undertakings
Schedule 6.1 [Reserved]
Schedule 6.9 [Reserved]

Exhibit A Form of Borrowing Base Report
Exhibit B Form of Notice of Borrowing
Exhibit C Form of Landlord Waiver
Exhibit D Form of Bailee Letter
Exhibit E Form of Assignment and Assumption
Exhibit F Form of Repayment Notice
Exhibit G Notice of New Swap Contract
Exhibit H Form of Responsible Officer's Certificate
Exhibit I Existing LCs

CREDIT AGREEMENT

THIS CREDIT AGREEMENT is dated as of December 20, 2024 and is entered into among Source Energy Services Ltd. (amalgamation successor to Source Energy Services Ltd., SES Sand Investments (US) Ltd. and Source Energy Services Canada Holdings Ltd.), as Borrower, Source Energy Services Canadian Chemical LP, Source Energy Services Canadian Chemical LP GP Ltd., Source Energy Services Canadian Logistics LP, Source Energy Services Canadian Logistics LP GP Ltd. (amalgamation successor to Source Energy Services Canadian Logistics LP GP Ltd. and Source Energy Services Canada LP GP Ltd.), Source Energy Services Canadian Proppants LP, Source Energy Services Canadian Proppants LP GP Ltd., Source Energy Services Trucking Logistics LP GP Ltd. (amalgamation successor to Source Energy Services Trucking Logistics LP GP Ltd., Source Energy Services Trucking Logistics Holdings LP GP Ltd. and Source Energy Services Trucking Logistics II LP GP Ltd.), Source Energy Services Trucking Logistics LP, Source ES Partnership LP, Source ES Partnership LP GP Ltd., Source Energy Services US LP, Source Energy Services US GP Ltd., Source Energy Services US II LP GP Ltd., CSP Property Holdings LLC, Sand Products Rail LLC, Sand Products Wisconsin LLC, SES Sand Holdings (Canada) Inc., Source Energy Services Logistics US LP, Source Energy Services Proppants LP and Spartan Sand, LLC as Guarantors, the Lenders from time to time parties hereto, as Lenders, and Canadian Imperial Bank of Commerce, as Agent.

RECITALS

A. The Lenders have agreed to provide certain credit facilities to the Borrower.

B. The Guarantors have agreed to guarantee the obligations of the Borrower in connection herewith.

NOW THEREFORE, in consideration of the mutual conditions and agreements set forth in this Agreement and for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1 DEFINITIONS

1.1 Defined Terms.

As used in this Agreement, the following terms have the meanings specified below:

"ABL Priority Collateral" has the meaning given to it in the Intercreditor Agreement.

"Acceptable Bailee Letter" means, in respect of each bailee or other third party in possession of Collateral, a bailee letter substantially in the form of Exhibit D or otherwise in such form satisfactory to the Agent in its Permitted Discretion executed by the relevant bailee or such other third party.

"Acceptable Credit Support" means, with respect to any Account, either (a) export/import insurance provided by EDC or such other provider of such insurance as may be acceptable to the Agent in its Permitted Discretion; or (b) a letter of credit issued by a financial institution acceptable to the Agent and otherwise on terms acceptable to Agent in its Permitted Discretion.

"Acceptable Landlord Waiver" means, in respect of each premises, a landlord waiver substantially in the form of Exhibit C or otherwise in such form satisfactory to the Agent in its Permitted Discretion executed by the landlord of the relevant premises.

"Accordion Facility" has the meaning set out in Section 2.1.

"Accounts" means, in respect of each Credit Party, all of such Credit Party's now existing and future: (a) accounts (as defined in the PPSA or the UCC, as applicable), all "claims" for purposes of the Civil Code of Quebec, and any and all other receivables (whether or not specifically listed on schedules furnished to the Agent), including all accounts created by, or arising from, all of such Credit Party's sales, leases, loans, rentals of goods or renditions of services to its customers, including those accounts arising under any of such Credit Party's trade names or styles, or through any of such Credit Party's divisions; (b) any and all instruments, documents, bills of exchange, notes or any other writing that evidences a monetary obligation and chattel paper (including electronic chattel paper) (all as defined in the PPSA or the UCC, as applicable); (c) unpaid seller's or lessor's rights (including rescission, replevin, reclamation, repossession and stoppage in transit) relating to the foregoing or arising therefrom; (d) rights to any goods represented by any of the foregoing, including rights to returned, reclaimed or repossessed goods; (e) reserves and credit balances arising in connection with or pursuant hereto; (f) guarantees, indemnification rights, supporting obligations, payment intangibles, tax refunds and letter of credit rights; (g) insurance policies or rights relating to any of the foregoing; (h) intangibles pertaining to any and all of the foregoing (including all rights to payment, including those arising in connection with bank and non-bank credit cards), and including books and records and any electronic media and software relating thereto; (i) notes, deposits or property of borrowers or other account debtors securing the obligations of any such borrowers or other account debtors to such Credit Party; (j) cash and non cash proceeds (as defined in the PPSA or the UCC, as applicable) of any and all of the foregoing; and (k) all monies and claims for monies now or hereafter due and payable in connection with any and all of the foregoing or otherwise.

"Acquisition" means any transaction, or any series of related transactions, consummated after the Effective Date, by which any Credit Party, directly or indirectly, by means of a take-over bid, tender offer, amalgamation, merger, purchase of assets or otherwise (a) acquires any business or all or substantially all of the assets of any Person engaged in any business, (b) acquires securities of a Person (other than an existing Subsidiary of the Borrower) engaged in a business representing more than 50% of the ordinary voting power for the election of directors or other governing position if the business affairs of such Person are managed by a board of directors or other governing body (c) acquires more than 50% of the ownership interest in any Person (other than an existing Subsidiary of the Borrower) engaged in any business that is not managed by a board of directors or other governing body; or (d) otherwise acquires Control of a Person, other than, in each of the foregoing cases, an acquisition of assets, businesses securities, ownership interests or Control of a Subsidiary.

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

"Adjusted Term CORRA" means, for purposes of any calculation, the rate per annum equal to (a) Term CORRA for such calculation plus (b) the Term CORRA Adjustment; provided

that if Adjusted Term CORRA as so determined shall ever be less than the Floor, then Adjusted Term CORRA shall be deemed to be the Floor.

"Adjusted Term SOFR" means, for purposes of any calculation, the rate per annum equal to:

(a) Term SOFR for such calculation; plus
(b) the Term SOFR Adjustment;

provided that, if Adjusted Term SOFR as so determined is less than the Floor, then Adjusted Term SOFR shall be deemed to be the Floor.

"Administrative Questionnaire" means an administrative questionnaire in a form supplied by the Agent.

"Affiliate" means, (a) any Person which, directly or indirectly, Controls, is Controlled by or is under common Control with any other Person; (b) any Person which beneficially owns or holds, directly or indirectly, greater than 50% of any class of voting stock or Equity Securities (including partnership interests) of any other Person; (c) any Person, greater than 50% of any class of the voting stock (or if such Person is not a corporation, greater than 50% of the Equity Securities, including partnership interests) of which is beneficially owned or held, directly or indirectly, by any other Person; or (d) any "Affiliate" within the meaning specified in the Canada Business Corporations Act on the date thereof.

"Agent" means CIBC, in its capacity as administrative agent for the Lenders hereunder, or any successor Agent appointed pursuant to Section 8.9.

"Agreement" means this credit agreement and the schedules and exhibits hereto and any amendments, restatements, supplements or other modifications to this credit agreement or the schedules or exhibits made at any time and from time to time.

"Anti-Corruption Laws" means all laws, rules, and regulations of Canada or the United States or any other jurisdiction where any Credit Party may have assets or operate from time to time concerning or relating to bribery or corruption, including the Corruption of Foreign Public Officials Act (Canada) and the Foreign Corrupt Practices Act of 1977 of the United States, as amended.

"Applicable Law" means all federal, provincial, state, local, municipal, foreign and international statutes, acts, codes, ordinances, decrees, treaties, rules, regulations, municipal bylaws, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards or any provisions of the foregoing, including general principles of common and civil law and equity, and all policies, practices and guidelines of any Governmental Authority binding on or affecting the Person referred to in the context in which such word is used (including, in the case of tax matters, any accepted practice or application or official interpretation of any relevant taxation authority).

"Applicable Margin" means, with respect to any Loan, the applicable rate per annum, expressed as a percentage, set forth in the relevant column of the table below:

Average Excess Availability	Daily Compounded CORRA Loan, Term CORRA Loan or SOFR Loan Applicable Margin	Canadian Prime Loan or Base Rate Loan Applicable Margin
Greater than 67% of the Borrowing Base	1.50%	0.00%
Greater than or equal to 33% of the Borrowing Base and less than or equal to 67% of the Borrowing Base	1.625%	0.125%
Less than 33% of the Borrowing Base	1.75%	0.25%

The Applicable Margin shall be adjusted on the first day of each Fiscal Quarter based on Average Excess Availability for the immediately preceding Fiscal Quarter. For the period from the Effective Date to the last day of the first Fiscal Quarter following the Effective Date, the initial Applicable Margin for Daily Compounded CORRA Loans, Term CORRA Loans and SOFR Loans shall be 1.625% and the initial Applicable Margin for Canadian Prime Loans and Base Rate Loans shall be 0.125%.

"Applicable Percentage" means with respect to any Lender, the percentage of the total Commitments represented by such Lender's Commitment. If any Commitments have terminated or expired, the Applicable Percentages in respect of the terminated or expired Commitments shall be determined based upon the relevant Commitments most recently in effect (i.e., prior to their termination or expiry), giving effect to any assignments.

"Assignment and Assumption" means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.4), and accepted by the Agent, in the form of Exhibit E or any other form approved by the Agent.

"Authorization" means, with respect to any Person, any authorization, order, permit, approval, grant, licence, consent, right, franchise, privilege, certificate, judgment, writ, injunction, award, determination, direction, decree, by-law, rule or regulation of any Governmental Authority having jurisdiction over such Person, whether or not having the force of law.

"Availability Reserves" means, as of any date of determination and without duplication, such amounts as the Agent may from time to time establish and revise in its Permitted Discretion reducing the Borrowing Base which would otherwise be available to the Borrower under the lending formulas provided for herein (a) to reflect criteria, events, conditions, contingencies or risks which, as determined by the Agent in its Permitted Discretion, do or may affect either (i) any component of the Borrowing Base or its value, including any factor that could adversely affect the quantity, quality, mix or value of the Collateral, (ii) the assets, business, operations, industry, financial performance, financial condition or prospects of the Credit Parties, or (iii) the security interests and other rights of the Agent in the Collateral (including the enforceability, perfection and priority thereof, or the realization thereon), or (b) to reflect the Agent's reasonable belief that any

collateral report or financial information furnished by or on behalf of the Borrower to the Agent is or may have been incomplete, inaccurate or misleading, or (c) in respect of any state of facts which the Agent determines constitutes a Default or an Event of Default. Without limiting the foregoing, the Agent, in its Permitted Discretion, may establish and/or increase Availability Reserves (but without duplication) in respect of: (a) (i) Rent Reserves for each leased premises at which Collateral is located, unless an Acceptable Landlord Waiver has been obtained for the relevant leased premises, plus (ii) any other fees or charges owing by any Credit Party to any applicable warehousemen or third party processor (all as determined by the Agent in its reasonable business judgement), plus (iii) any amounts owing in respect of any past due and unpaid royalties, (b) any reserve established by the Agent on account of statutory claims, deemed trusts, or inventory subject to rights of suppliers under Section 81.1 of the BIA (generally known as the "30-day goods" rule) or similar rights of reclamation under Section 81.2 of the BIA, or under any other Applicable Law, (c) liabilities of any Credit Party under any Blocked Account Agreement, (d) employee or employee benefit related liabilities and any other claims which may have priority over the claims of the Agent and the Lenders, including Priority Payables, (e) liabilities arising under or in respect of any Pension Plan which, if not paid, could result in a Lien on any of the assets of any Credit Party which would reasonably be expected to have priority over the Lien granted in favour of the Agent pursuant to the Security Documents, (f) claims by His Majesty the King in Right of Canada made pursuant to Section 224(1.2) or 224(1.3) of the ITA, (g) claims pursuant to any provision of the Canada Pension Plan or the Employment Insurance Act (Canada) that refers to subsection 224(1.2) of the ITA and provides for the collection of a contribution (as defined in the Canada Pension Plan), or employee's premium or employer's premium (as defined in the Employment Insurance Act (Canada)), or a premium under Part VII.1 of that Act, and of any related interest, penalties or other amounts, in each case, which claims would reasonably be expected to have priority over the Lien granted in favour of the Agent pursuant to the Security Documents, (h) claims pursuant to any provision of provincial legislation that has a similar purpose to subsection 224(1.2) of the ITA, or that refers to that subsection, to the extent that it provides for the collection of a sum, and of any related interest, penalties or other amounts, where the sum has been withheld or deducted by a person from a payment to another person and is in respect of a tax similar in nature to the income tax imposed on individuals under the ITA or is of the same nature as a contribution under the Canada Pension Plan if the province is a "province providing a comprehensive pension plan" as defined in subsection 3(1) of the Canada Pension Plan and the provincial legislation establishes a "provincial pension plan" as defined in that subsection, (i) Cash Management Reserves, (j) Bank Product Reserves, and (k) such other reserves as the Agent may at any time or times deem necessary in its Permitted Discretion as a result of (x) negative forecasts and/or trends in the Borrower's business, operations, industry, prospects, profits, operations or financial condition or assets or (y) other issues, circumstances or facts that could otherwise negatively impact the Borrower, its business, operations, industry, prospects, profits, operations or financial condition or assets.

"Average Excess Availability" means, for each Fiscal Quarter, an amount equal to (a) the aggregate sum of Excess Availability at the end of each day occurring during the immediately preceding Fiscal Quarter, divided by (b) the number of days in the immediately preceding Fiscal Quarter.

"Bank Product Reserves" means such reserves as the Agent may from time to time determine in its Permitted Discretion as being appropriate to reflect the liabilities and obligations of the Credit Parties with respect to Bank Products then provided or outstanding (excluding F/X Exposure which is guaranteed by the EDC F/X Guarantee); provided that in the event that any counterparty to a Swap Transaction requires that the Credit Parties provide cash collateral to secure such Swap Transaction, the amount of the Bank Product Reserve imposed by the Agent

with respect to such Swap Transaction shall take into consideration the amount of such cash collateral.

“Bank Products” means any services or facilities provided to any Credit Party by any Lender or any of its Affiliates on account of (a) each Swap Transaction that is entered into after the Effective Date with any counterparty that is a Credit Party at the time such Swap Transaction is entered into, (b) leasing (but only to the extent that the Borrower and the Credit Party furnishing such lease notify the Agent in writing that such leases are to be deemed Bank Products hereunder), and (c) factoring arrangements, but excluding Cash Management Services.

“Bank Products Obligations” means obligations of any Credit Party to the Agent or a Lender or any of its Affiliates in respect of any Bank Products.

“Base Rate” means, on any day, the annual rate of interest equal to the greatest of (i) the annual rate of interest announced from time to time by CIBC and in effect as its base rate at its principal office in Toronto, Ontario on such day for determining interest rates on U.S. Dollar-denominated commercial loans made in Canada, (ii) the Federal Funds Rate plus [Redacted]% per annum; and (iii) Adjusted Term SOFR (based upon a one-month Interest Period) plus [Redacted]% per annum; provided that if the Base Rate as so determined on any day is less than the Floor then the Base Rate for such day shall be deemed to be the Floor. The Base Rate is a rate set by CIBC based upon various factors including CIBC’s cost and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans; however, CIBC may price loans at, above or below such announced rate.

“Base Rate Borrowing” means a Borrowing comprised of one or more Base Rate Loans.

“Base Rate Loan” means a Loan denominated in U.S. Dollars made by the Lenders to the Borrower hereunder pursuant to a drawdown, rollover or conversion of a Loan on which interest is payable upon the Base Rate.

“BIA” means the Bankruptcy and Insolvency Act (Canada), as amended from time to time (or any successor statute).

“Bilateral L/C Facility Agreement” means the letter of credit agreement between CIBC and the Borrower to be entered into in a form satisfactory to the Agent, as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time.

“Block Event” means (i) the occurrence of an Event of Default; or (ii) if Excess Availability is below 10% of the Borrowing Base for 5 consecutive Business Days; provided that a Block Event shall terminate at such time as (A) in the case of a Block Event described in paragraph (i) above, such Event of Default shall no longer be continuing; and (B) in the case of a Block Event described in paragraph (ii) above, Excess Availability shall remain above 10% of the Borrowing Base for a period of 30 consecutive days, as applicable.

“Blocked Account Agreement” has the meaning set out in Section 2.16(d).

“Blocked Accounts” has the meaning set out in Section 2.16(d).

“Borrower” means Source Energy Services Ltd. (amalgamation successor to Source Energy Services Ltd., SES Sand Investments (US) Ltd. and Source Energy Services Canada Holdings Ltd.), an Alberta corporation.

“Borrowing” means any availment of the Credit, which includes a Loan and the issuance of a Letter of Credit in accordance with Section 2.17, the entry into an F/X Contract in accordance with Section 2.18], and a Borrowing includes a rollover or conversion of any outstanding Loan and the provision of any Loan as required for the Agent to honour any obligations pursuant to any Letter of Credit or F/X Contract.

“Borrowing Base” means, at any time, the lesser of (A) the Line Cap, and (B) an amount (which may not be less than zero) equal to the sum of:

(a) 85% of the aggregate amount of all Eligible Accounts; provided that such percentage shall be increased to 90% in the case of (i) any Investment Grade Account, or (ii) that portion of any Eligible Account subject to Acceptable Credit Support,

(b) plus, the lesser of (i) 75% of the lower of cost or fair market value of all Eligible Inventory, and (ii) 90% of the appraised Net Orderly Liquidation Value of all Eligible Inventory (including, for certainty, Eligible Inventory constituting In-Field Goods),

(d) minus, an amount equal to all other Availability Reserves;

provided that the amount included in the Borrowing Base at any time on account of work in process (“wet sands” which have been processed through the wash plant as contemplated in the appraisal report provided to the Agent) Eligible Inventory and on account of Eligible In-Transit Inventory shall each not exceed 15% of the Borrowing Base.

“Borrowing Base Report” means the report of the Borrower concerning the amount of the Borrowing Base, to be delivered pursuant to Section 5.1, substantially in the form attached as Exhibit A.

“Borrowing Request” means a request by the Borrower for a Borrowing substantially in the form of Exhibit B.

“Business Day” means any day that is not (i) a Saturday, Sunday or other day on which commercial banks in Toronto, Ontario, Calgary, Alberta or Montreal, Quebec, are authorized or required by Applicable Law to remain closed, or (ii) in the case of any U.S. Dollar-denominated Borrowing, any other day on which commercial banks in New York, New York are authorized or required by Applicable Law to remain closed; provided that, in the case of a SOFR Borrowing, a “Business Day” shall exclude any day that is not a U.S. Government Securities Business Day.

“Canadian Available Tenor” means, as of any date of determination and with respect to the then-current Canadian Benchmark, as applicable, (x) if such Canadian Benchmark is a term rate, any tenor for such Canadian Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Canadian Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Canadian Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Canadian Benchmark that is then-removed from the definition of “Interest Period” pursuant to 2.11(h)(iv).

"Canadian Benchmark" means, initially, the Term CORRA Reference Rate or Daily Compounded CORRA, as the case may be; provided that if a Benchmark Transition Event has occurred with respect to the Term CORRA Reference Rate, Daily Compounded CORRA, or the then-current Benchmark, then "Canadian Benchmark" means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.11(h)(i).

"Canadian Benchmark Replacement" means, with respect to any Benchmark Transition Event,

(a) where a Canadian Benchmark Transition Event has occurred with respect to Term CORRA Reference Rate, Daily Compounded CORRA; and;

(b) where a Canadian Benchmark Transition Event has occurred with respect to a Canadian Benchmark other than the Term CORRA Reference Rate, the sum of: (i) the alternate benchmark rate that has been selected by the Agent and the Borrower giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Canadian Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Canadian Dollar-denominated syndicated credit facilities and (ii) the related Canadian Benchmark Replacement Adjustment.

If the Canadian Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor, the Canadian Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

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

"Canadian Benchmark Replacement Conforming Changes" means, with respect to the use or administration of a Canadian Benchmark or the use, administration, adoption or implementation of any Canadian Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of "Canadian Prime Rate," the definition of "Business Day," the definition of "Interest Period" or any similar or analogous definition (or the addition of a concept of "interest period"), timing and frequency of determining rates and making payments of interest, timing of Borrowing Requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of 2.12 and other technical, administrative or operational matters) that the Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Agent in a manner substantially consistent with market practice (or, if the Agent

decides that adoption of any portion of such market practice is not administratively feasible or if the Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Canadian Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Canadian Benchmark:

(a) in the case of clause (a) or (b) of the definition of “Canadian Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Canadian Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Canadian Available Tenors of such Canadian Benchmark (or such component thereof); or

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

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

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

(a) a public statement or publication of information by or on behalf of the administrator of such Canadian Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Canadian Available Tenors of such Canadian Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Canadian Available Tenor of such Canadian Benchmark (or such component thereof);

(b) a public statement or publication of information by the regulatory supervisor for the administrator of such Canadian Benchmark (or the published component used in the calculation thereof), the Bank of Canada, an insolvency official with jurisdiction over the administrator for such Canadian Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Canadian Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Canadian Benchmark (or such component), which states that the administrator of such Canadian Benchmark (or

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such component) has ceased or will cease to provide all Canadian Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Canadian Available Tenor of such Canadian Benchmark (or such component thereof); or

(c) a public statement or publication of information by the regulatory supervisor for the administrator of such Canadian Benchmark (or the published component used in the calculation thereof) announcing that all Canadian Available Tenors of such Canadian Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

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

“Canadian Benchmark Unavailability Period” means, the period (if any) (a) beginning at the time that a Canadian Benchmark Replacement Date has occurred if, at such time, no Canadian Benchmark Replacement has replaced the then-current Canadian Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.11(h) and (b) ending at the time that a Canadian Benchmark Replacement has replaced the then-current Canadian Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.11(h).

“Canadian Benefit Plan” means any employee benefit plan maintained or contributed to by a Credit Party that is not a Canadian Pension Plan or a Canadian MEPP and which is primarily for the benefit of the employees or former employees of a Credit Party employed in Canada who participate or are eligible to participate, including all profit sharing, incentive compensation, savings, supplemental retirement, retiring allowance, severance, deferred compensation, welfare, bonus, supplementary unemployment benefit plans or arrangements and all life, health, dental and disability plans and arrangements primarily for the benefit of such employees.

“Canadian Dollars”, “Dollars”, “Cdn.$” and “$” refer to lawful currency of Canada.

“Canadian $ Equivalent” means, on any day, the amount of Canadian Dollars that the Agent could purchase, in accordance with its normal practice, with a specified amount of another currency based on the spot rate at which Canadian Dollars are offered at the start of such day by CIBC in Toronto, Ontario.

“Canadian MEPP” means any registered pension plan to which a Credit Party contributes (or to which there is or may be an obligation to contribute by a Credit Party) or has made contributions on behalf of its employees or former employees and which is required to be registered under Canadian provincial or federal pension benefits standards legislation and that meets the definition of multi-employer pension plan (or equivalent term) as defined under such legislation.

“Canadian Pension Plan” means any pension plan to which a Credit Party contributes (or to which there is or may be an obligation to contribute by a Credit Party) or has made contributions on behalf of its employees and which is required to be registered under Canadian provincial or federal pension benefits standards legislation, other than a Canadian MEPP.

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"Canadian Prime Borrowing" means a Borrowing comprised of one or more Canadian Prime Loans.

"Canadian Prime Loan" means a Loan denominated in Canadian Dollars made by the Lenders to the Borrower hereunder pursuant to a drawdown, rollover or conversion of a Loan which bears interest at a rate based upon the Canadian Prime Rate.

"Canadian Prime Rate" means, the rate of interest equal to the greater of (i) the annual rate of interest publicly announced from time to time by CIBC as its reference rate of interest for loans made in Canadian Dollars to Canadian customers and designated as its "prime" rate, and (ii) Adjusted Term CORRA for a one month tenor plus [Redacted]%. The Canadian Prime Rate is a rate set by CIBC based upon various factors including CIBC's costs and desired return, general economic conditions and other factors and is used as a reference point for pricing some loans. However, CIBC may price loans at, above or below such announced rate.

"Canadian Relevant Governmental Body" means the Bank of Canada, or a committee officially endorsed or convened by the Bank of Canada, or any successor thereto.

"Capital Expenditures" means all payments due or accruing due (whether or not paid) during a Fiscal Year in respect of the cost (including expenditures on materials, contract labour and direct labour, but excluding expenditures properly chargeable to repairs and maintenance in accordance with GAAP and expenditures funded from the proceeds of insurance covering such fixed asset) of any fixed asset or improvement, or replacement, substitution, or addition thereto, which have a useful life of more than one (1) year, including those arising in connection with the direct or indirect acquisition of such assets by way of increased product or service charges or offset items or in connection with Capital Leases. For greater certainty, Permitted Acquisitions and Investments and other contributions permitted by Section 6.3(c) shall not constitute Capital Expenditures.

"Capital Lease" means any lease of Property that, in accordance with GAAP (for certainty, as contemplated by Section 1.4), is required to be capitalized on the consolidated balance sheet of the Credit Parties.

"Capital Lease Obligations" of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as Capital Leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

"Cash Management Documents" means the agreements, instruments and other documents entered into by a Credit Party and a Cash Management Provider in respect of Cash Management Services.

"Cash Management Obligations" means obligations of any Credit Party to the Agent or a Lender in respect of any Cash Management Services.

"Cash Management Provider" means any Lender or affiliate of any Lender in its capacity as a provider of Cash Management Services. For the avoidance of doubt, a Person that ceases to be a Lender, or affiliate of any Lender, shall cease to be a Cash Management Provider.

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"Cash Management Reserves" means such reserves as the Agent, from time to time, determines in its Permitted Discretion as being appropriate to reflect the reasonably anticipated liabilities and obligations of the Credit Parties with respect to Cash Management Services then provided or outstanding.

"Cash Management Services" means any one or more of the following types of services or facilities provided to any Credit Party by a Lender or any of its Affiliates: (a) ACH transactions, (b) cash management services, including controlled disbursement services, treasury, depository, overdraft, and electronic funds transfer services, (c) foreign exchange facilities, (d) credit card processing services, (e) credit or debit cards, (f) purchase cards (but only to the extent that, prior to the occurrence and continuance of any Default or Event of Default, the Borrower and the Credit Party issuing such purchase cards notify the Agent in writing that such purchase cards are to be deemed Cash Management Services hereunder), and (g) any U.S. Bank Commercial Card Program.

"CCAA" means the Companies' Creditors Arrangement Act (Canada).

"Change in Control" means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group of Persons acting jointly or otherwise in concert, of Equity Securities representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Equity Securities of the Borrower; (b) the occupation of a majority of the seats (other than vacant seats) on the board of directors of the Borrower by Persons who were neither (i) nominated by the board of directors of the Borrower nor (ii) appointed by directors so nominated; (c) the acquisition of direct or indirect Control of the Borrower by any Person or group of Persons acting jointly or otherwise in concert.

"Change in Law" means (i) the adoption of any new Applicable Law after the date of this Agreement, (ii) any change in any existing Applicable Law or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement, or (iii) compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.11(b), by any lending office of such Lender or Issuing Bank or by such Lender's or such Issuing Bank's holding company, if any) with any request, guideline or directive (whether or not having the force of law, but in the case of a request, guideline or directive not having the force of law, being a request, guideline or directive with which persons customarily comply) of any Governmental Authority made or issued after the date of this Agreement.

"CIBC" means Canadian Imperial Bank of Commerce and its successors.

"Code" means the U.S. Internal Revenue Code of 1986, as amended.

"Collateral" means the property described in and subject to the Liens, privileges, priorities and security interests purported to be created by any Security Document.

"Commitment" means, with respect to each Lender, the commitment(s) of such Lender to make Loans hereunder as such commitment may be reduced from time to time pursuant to Sections 2.6 and/or 2.9, may be increased from time to time pursuant to the Accordion Facility or may be temporarily reduced pursuant to Section 2.1 and as such commitments may be reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.4. The initial amount(s) of each Lender's Commitment(s) are set forth on Schedule A, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment(s), as applicable. The initial aggregate amount of the Commitments is

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Cdn.$40,000,000 for the Revolving Facility, U.S.$13,500,000 (or the Canadian $ Equivalent) for the EDC APSG Facility and U.S.$5,000,000 (or the Canadian $ Equivalent) for the EDC FXG Facility.

“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.

“Compliance Certificate” means a certificate signed by a Responsible Officer in the form of Exhibit H.

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated Net Tangible Assets” means, as of any date of determination, for Borrower on a consolidated basis, the aggregate amount of total assets included in the Borrower’s most recent quarterly or annual consolidated balance sheet prepared in accordance with GAAP, after deducting the following amounts: (a) all current liabilities reflected in such balance sheet and (b) all goodwill, trademarks, patents, unamortized debt discounts and expenses and other like intangibles reflected in such balance sheet.

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

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

“Cover” means, at any time, an amount equal to 103% of the aggregate amount of Letter of Credit Exposure and Swap Exposure (including F/X Exposure) at such time and required to be paid by the Borrower to the Agent in accordance with Section 2.9 and retained by the Agent in an interest bearing collateral account maintained by the Agent at its Payment Office and collaterally assigned or hypothecated to the Agent as security until such time as the applicable Letters of Credit, Swap Contracts or F/X Contracts shall have expired or matured and Reimbursement Obligations, if any, with respect thereto shall have been fully satisfied; provided that if any such Reimbursement Obligations are not satisfied when due hereunder, the Agent may apply any or all amounts in such collateral account in satisfaction of any or all such Reimbursement Obligations.

“Credit” means, subject to the sub-limits set out herein and the Accordion Facility, the Cdn.$40,000,000 (or the U.S.$ Equivalent) Revolving Facility, the U.S.$13,500,000 (or the Canadian $ Equivalent) EDC APSG Facility and the U.S.$5,000,000 (or the Canadian $ Equivalent) EDC FXG Facility, established pursuant to the Commitments of the Lenders.

“Credit Party” means the Borrower, each Guarantor and any other Person which is a party to a Loan Document (other than the Agent and the Lenders).

“DBRS” shall mean Morningstar DBRS, a division of DBRS Limited, or its successor.

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"Daily Compounded CORRA" means, for any day, CORRA with interest accruing on a compounded daily basis, with the methodology and conventions for this rate (which will include compounding in arrears with a lookback) being established by the Agent in accordance with the methodology and conventions for this rate selected or recommended by the Canadian Relevant Governmental Body for determining compounded CORRA for business loans; provided that if the Agent decides that any such convention is not administratively feasible for the Agent, then the Agent may establish another convention in its reasonable discretion; and provided that if the administrator has not provided or published CORRA and a Canadian Benchmark Replacement Date with respect to CORRA has not occurred, then, in respect of any day for which CORRA is required, references to CORRA will be deemed to be references to the last provided or published CORRA.

"Daily Compounded CORRA Adjustment" means a percentage equal to (i) [Redacted]% ([Redacted] basis points) per annum for a Canadian Available Tenor of one-month's duration and (ii) [Redacted]% ([Redacted] basis points) per annum for a Canadian Available Tenor of three-months' duration.

"Daily Compounded CORRA Borrowing" means a Borrowing comprised of Daily Compounded CORRA Loans.

"Daily Compounded CORRA Loan" means a Loan denominated in Canadian Dollars made by the Lenders to the Borrower hereunder pursuant to a drawdown, rollover or conversion of a Loan which bears interest at a rate based upon Adjusted Daily Compounded CORRA.

"Debtor Relief Laws" means the BIA, the CCAA, the WURA, the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of Canada, the United States or other Applicable Law from time to time in effect.

"Default" means any event or condition which constitutes an Event of Default or which, upon notice, lapse of time or both, would, unless cured or waived, become an Event of Default.

"Defaulting Lender" means any Lender (as reasonably determined by the Agent) that (a) has failed to fund any portion of the Loans, participations in Letters of Credit or Swingline Loans required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder, or has notified the Agent that it intends not to fund any of the foregoing, (b) has otherwise failed to pay over to the Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, (c) has failed, within three (3) Business Days after request by the Agent, to confirm that it will comply with the terms of this Agreement relating to its Commitments, provided that such Lender shall cease to be a Defaulting Lender under this clause (c) upon the Agent's receipt of such confirmation, (d) has defaulted under its funding obligations under any other lending commitment with any other Person (other than as a result of a good faith dispute thereunder), or (e) has been declared insolvent by any Governmental Authority pursuant to a court order or become the subject of a bankruptcy or insolvency proceeding, and such proceeding is not dismissed or stayed within 30 days after the commencement thereof.

"Defined Benefit Plan" means a pension plan registered under the ITA which contains a "defined benefit provision", as such term is defined in subsection 147.1(1) of the ITA.

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"Deteriorating Lender" means any Defaulting Lender or any Lender as to which (a) the Issuing Bank has a good faith belief that such Lender or its Subsidiary has defaulted in fulfilling its obligations under one or more other syndicated credit facilities, or (b) such Lender or a Person that controls such Lender has been declared insolvent by any Governmental Authority pursuant to a court order or become the subject of a bankruptcy, insolvency or similar proceeding; provided that a Lender shall not be a Deteriorating Lender solely by virtue of the ownership or acquisition by a Governmental Authority of any Equity Securities in such Lender or the Person controlling such Lender.

"Disclosed Matters" means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.19.

"EBITDA" means, for any period, without duplication:

(a) the consolidated net income (excluding any extraordinary, unusual or non-recurring gains, losses or expenses) of Borrower and its Subsidiaries, plus

(b) to the extent deducted in calculating such consolidated net income, (i) depreciation, amortization, and other non-cash items, (ii) Interest Expense, (iii) income Tax expense (including provincial or state margin, franchise, gross receipts or similar Taxes) and (iv) fees and expenses related to the Transactions on the Effective Date in an aggregate amount not exceeding $10,000,000, plus

(c) to the extent deducted in calculating such consolidated net income, the net amount of losses resulting from the disposition of assets (excluding inventory), provided, however, if there is a net gain resulting from the disposition of assets (excluding inventory) which increases such consolidated net income for such period (and which is not deducted therefrom pursuant to the definition thereof), such amount shall be deducted from EBITDA, minus

(d) to the extent added in calculating such consolidated net income, any non-cash income; plus

(e) the net income of (i) any Person that is not a Subsidiary in which the Borrower or any of its Subsidiaries has a joint interest with a third party and (ii) the Taylor Subsidiaries, but, in each case, only to the extent such income is actually paid in cash to Borrower or any of its Subsidiaries by dividend or other distribution during such period.

"EDC" means Export Development Corporation (Canada) and its successors and assigns.

"EDC APSG Facility" has the meaning set out in Section 2.1(b).

"EDC FXG Facility" has the meaning set out in Section 2.1(b).

"EDC F/X Guarantee" means an unconditional guarantee provided by EDC to the Agent, for the benefit of the Lenders and the Agent (the form of which shall be satisfactory to the Agent in its sole discretion), pursuant to which EDC guarantees payment to the Agent and the Lenders of any amount which the Agent or the Lenders may be required to pay on account of any F/X Contract issued under the FXG Facility.

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"EDC Letter of Credit Guarantee" means an unconditional account performance security guarantee provided by EDC to the Agent, for the benefit of the Lenders and the Agent (the form of which shall be satisfactory to the Agent in its sole discretion), pursuant to which EDC guarantees payment to the Agent and the Lenders of any amount which the Agent or the Lenders may be required to pay on account of any Letter of Credit issued under the EDC APSG Facility.

"EDC Reimbursement Agreements" means the Bonding Products and Other Insurance Declaration and Indemnity granted by (among others) the Borrower in favour of EDC.

"Effective Date" means the date on which all of the conditions specified in Section 4.1 are satisfied or waived in accordance with Section 9.2, as confirmed by the making of the first Loans under this Agreement.

"Eligible Account" means, at any time, the invoice amount (which shall be the Canadian $ Equivalent at such time of any amount denominated in U.S.$) owing on each Account of a Credit Party (net of any credit balance, returns, trade discounts, contras, unapplied cash, unbilled amounts, tax refunds that have not yet been received or retention or finance charges or any other dilutive factors) which meet such standards of eligibility as the Agent shall establish from time to time in its Permitted Discretion; provided that, in any event, no account shall be deemed an Eligible Account unless each of the following statements is accurate and complete (and by including such Account in any computation of the applicable Borrowing Base, the Borrower shall be deemed to represent and warrant to the Agent, each Issuing Bank and the Lenders the accuracy and completeness of such statements and the compliance of each such Account with each such other eligibility standard established by the Agent):

(1) Such Account is a binding and valid obligation of the obligor thereon and is in full force and effect;

(2) Such Account is evidenced by an invoice and is payable in either Canadian Dollars or U.S. Dollars;

(3) Such Account is genuine as appearing on its face or as represented in the books and records of the Borrower and the applicable Credit Party;

(4) Such Account is free from claims regarding rescission, cancellation or avoidance, whether by operation of Applicable Law or otherwise;

(5) Payment of such Account is less than 90 days (or 120 days in the case of (A) any Investment Grade Account, or (B) any Eligible Account subject to Acceptable Credit Support) past the original invoice date thereof and less than 60 days past the original due date thereof;

(6) Such Account is net of concessions, offset, deduction, contras, returns, chargebacks or understandings with the obligor thereon that in any way would reasonably be expected to adversely affect the payment of, or the amount of, such Account;

(7) The Agent on behalf of the Lenders, has a first-priority perfected Lien covering such Account (subject only to Permitted Liens) and such Account is, and at all times will be, free and clear of all other Liens or claims (including any claim by the issuer of any performance bond, surety bond, appeal bond, completion guarantee or like instrument arising as a result of any failure of performance by a Credit Party) other than Permitted Liens;

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(8) The obligor on such Account is not an Affiliate or a director, officer or employee of any Credit Party;

(9) Such Account arose in the ordinary course of business of the Credit Parties out of the sale of goods or services by a Credit Party;

(10) Such Account is not payable by an obligor in respect of which 50% or more (by amount) of the total aggregate Accounts owed to the Credit Party by such obligor or any of its Affiliates are more than 90 days (or 120 days in the case of (A) any Investment Grade Account, or (B) any Eligible Account subject to Acceptable Credit Support) past the original invoice date thereof or more than 60 days past the original due date thereof;

(11) All consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority required to be obtained, effected or given in connection with the execution, delivery and performance of such Account by each party obligated thereunder, or in connection with the enforcement and collection thereof by the applicable Credit Party, have been duly obtained, effected or given and are in full force and effect;

(12) The obligor on such Account is not an individual, and is not the subject of any bankruptcy or insolvency proceeding, does not have a trustee or receiver appointed for all or a substantial part of its property, has not made an assignment for the benefit of creditors, admitted its inability to pay its debts as they mature, suspended its business or initiated negotiations regarding a compromise of its debt with its creditors, and the Agent, in its reasonable discretion, is otherwise satisfied with the credit standing of such obligor;

(13) The chief executive office of the obligor of such Account is located in the United States of America or Canada and the obligor of such Account is organized and existing under the laws of the United States of America or a state thereof or the federal laws of Canada, a province or territory thereof, or if the obligor is not so organized and existing, such Account is covered by Acceptable Credit Support;

(14) The obligor of such Account is not a Governmental Authority, if the enforceability or effectiveness against such Governmental Authority of an assignment of such Account is subject to any precondition which has not been fulfilled;

(15) In respect of an Account arising from the sale of goods or services, the subject goods or services have been completed, sold and shipped, on a true sale basis on open account, or subject to contract, and not on consignment, on approval, on a "sale or return" basis, or on a "bill and hold" or "pre-sale" basis or subject to any other repurchase or return agreement; no material part of the subject goods has been returned, rejected, lost or damaged;

(16) Each of the representations and warranties set forth herein and in the Loan Documents with respect to such Account is true and correct on such date;

(17) No cheque, promissory note, draft, trade acceptance or other instrument received with respect to such Account (or with respect to any other account due within the last 3 months from the same account debtor) has been presented for payment and has been returned uncollected for any reason;

(18) Such Account is not in respect of a volume rebate;

(19) Such Account is not (a) a pre-billed account or (b) an account arising from progress billing);

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(20) The assignment (whether absolutely or by way of security) of such Account is not limited or restricted by the terms of the contract evidencing or relating to such Account or, if assignment of such Account is so restricted, (a) such limitation or restriction has been complied with; or (b) the laws of the jurisdiction(s) governing the validity of such assignment do not provide that such limitation or restriction is ineffective as against the secured creditor with a security interest therein;

(21) Such Account has not been assigned or sold to any other Person;

(22) Such Account is not owed by an account debtor which is a Sanctioned Person; and

(23) Such Account is not an Account which the Agent, in the exercise of its good faith credit discretion, has determined to be ineligible for any other reason, including the Agent's determination that the prospect of the collection of such Account is impaired or that the Account may not be paid because of the account debtor's inability to pay or any other reason as may be customary either in the commercial lending industry or in the lending practices of the Agent.

provided that, if at any time the aggregate amount of all Eligible Accounts owed to a Credit Party by (i) a particular obligor or its Affiliates exceeds 25%, or (ii) by a particular Investment Grade Obligor or its Affiliates exceeds 50%, of the aggregate amount of all Eligible Accounts at such time owed to such Credit Party (determined without giving effect to any reduction in Eligible Accounts pursuant to this proviso), then, unless the Accounts of such obligors and its Affiliates are insured pursuant to credit insurance acceptable to the Agent which has been assigned to the Agent in form acceptable to the Agent, the amount of such Accounts (i) with a particular obligor or its Affiliates in excess of 25%, and (ii) with a particular Investment Grade Obligor or its Affiliates exceeds 50%, of such aggregate amount of all Eligible Accounts shall be excluded in determining the aggregate amount of all Eligible Accounts at such time.

"Eligible In-Transit Inventory" means any raw materials or finished goods Inventory owned by a Credit Party which is in transit to such Credit Party's facilities or a storage facility of another Person who has delivered a satisfactory warehouse agreement to the Agent and either (a) such Inventory is covered by a letter of credit or other credit support issued by a financial institution acceptable to the Agent and otherwise on terms acceptable to the Agent in its reasonable discretion, or (b) such Inventory is not covered by a letter of credit or other credit support but (i) such Credit Party has acquired valid title to such Inventory pursuant to an English language purchase and sale contract between such Credit Party, as buyer, and the vendor or supplier, as seller, (ii) title to such Inventory and risk of loss has passed to such Credit Party, (iii) such Inventory has been shipped to a location in Canada or the United States of America where the Agent's Liens have been perfected for receipt by such Credit Party or on behalf of such Credit Party within 90 days of the date of determination, but which has not yet been delivered to such Credit Party, (iv) such Inventory is fully insured against types of loss, damage, hazards and risks, and in amounts satisfactory to the Agent in its Permitted Discretion, and the Agent shall have been named as lender loss payee with respect to such insurance, (v) the bill of lading, waybill, airway bill document of title or other shipping documents (which may be in electronic format) (collectively, "Shipping Documents") with respect to such Inventory shall be issued in the name of such Credit Party, as consignee (or, if so requested by the Agent, consigned to the order of the Agent), and if so requested by the Agent, shall be in negotiable form, (vi) the Agent shall have received confirmation that such Credit Party or the applicable freight forwarder or customs broker (in accordance with (x) below) has possession of the original Shipping Documents issued in the name of such Credit Party, as consignee (or, if so requested by the Agent, consigned to the order of the Agent), (vii) the vendor or supplier has no claim upon, interest in, or rights of reclamation,

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repudiation, stoppage in transit or otherwise with respect to such Inventory (other than the right to receive payment from such Credit Party for such Inventory), (viii) the Agent has a first priority Lien on such Inventory (subject to Permitted Liens), (ix) such Credit Party has directed the applicable freight forwarder or customs broker to follow all instructions given by the Agent regarding such Inventory and (x) the applicable freight forwarder or customs broker shall have executed an agreement in form and substance acceptable to the Agent in its Permitted Discretion; (xi) such Inventory otherwise meets the criteria for “Eligible Inventory” hereunder.

“Eligible Inventory” means, at any time with respect to a Credit Party, all Inventory of such Credit Party valued in Canadian Dollars on a lower of Standard Cost or market basis in accordance with GAAP, with detailed calculations of lower of cost or market to occur on at least a monthly basis, which meets such standards of eligibility as the Agent shall establish from time to time in its Permitted Discretion; provided that, in any event, no Inventory shall be deemed Eligible Inventory unless each of the following statements is accurate and complete (and by including such Inventory in any computation of the applicable Borrowing Base, the Borrower shall be deemed to represent and warrant to the Agent, each Issuing Bank and the Lenders the accuracy and completeness of such statements and the compliance of such Inventory with each such other eligibility standard established by the Agent):

(1) such Inventory is in good condition, merchantable, meets all standards imposed by any Governmental Authority having regulatory authority over it or its use and/or sale and is not obsolete and is either currently usable or currently saleable in the normal course of business of a Credit Party;

(2) such Inventory is;

(A) in the possession of such Credit Party and located on premises (i) owned by the Borrower, which premises are subject to a first priority perfected Lien in favour of the Agent (subject to Permitted Liens), or (ii) leased by the Borrower where (x) the lessor has delivered to the Agent an Acceptable Landlord Waiver, or (y) a Rent Reserve with respect to such leased premises has been established by the Agent, or

(B) in the possession of a bailee or other third party within Canada and such bailee or other third party shall have executed and delivered to the Agent, an Acceptable Bailee Letter, or the Agent shall have been advised that such Inventory is in the possession of a bailee or other third party and been given the opportunity to establish Availability Reserves in respect thereof,

(D) Eligible In-Transit Inventory, or

(E) In-Field Goods;

(3) each of the representations and warranties set forth in the Loan Documents with respect to such Inventory is true and correct on such date;

(4) the Agent on behalf of the Lenders, has a first-priority perfected Lien covering such Inventory (subject to Permitted Liens), and such Inventory is, and at all times will be, free and clear of all Liens other than Permitted Liens;

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(5) such Inventory does not include goods (i) that are not owned by such Credit Party, (ii) that are held by such Credit Party pursuant to a consignment agreement, (iii) that are special order goods or discontinued goods, or (iv) that are spare parts or work-in process;

(6) such Inventory is not subject to repossession under the BIA or other Applicable Law except to the extent the applicable vendor has entered into an agreement with the Agent, in form and substance reasonably satisfactory to the Agent, waiving its right to repossession;

(7) such Inventory does not consist of store room materials, supplies, parts, samples, prototypes, or packing and shipping materials;

(8) such Inventory does not consist of goods that are discontinued, obsolete, expired, slow-moving or returned, rejected or repossessed or used goods taken in trade;

(9) such Inventory is not evidenced by negotiable documents of title unless delivered to the Agent with endorsements and insurance, as applicable, on all terms and conditions satisfactory to the Agent;

(10) such Inventory does not constitute Hazardous Materials;

(11) such Inventory is covered by property insurance in accordance with Section 5.9, subject to applicable deductibles;

(12) such Inventory (other than In-Field Goods) is located on real or immovable property where there is Inventory of such Credit Party in the aggregate amount of at least Cdn.$50,000;

(13) such Inventory is not Inventory which the Agent has determined in the exercise of its reasonable discretion that the Agent may not sell or otherwise dispose of in accordance with the terms of the applicable Security Documents without infringing upon the rights of another Person or violating any contract with any other Person, such as any Inventory that is subject to Intellectual Property Rights which are not owned by the Borrower unless such Intellectual Property Rights are licensed to the Borrower pursuant to a licensing agreement between the Borrower and the applicable licensor which provides for terms that are satisfactory to the Agent, including terms relating to the Agent's right to dispose of such Inventory without infringing upon the rights of, or violating any contract with, the applicable licensor and royalties that are to be incurred pursuant to the sale of such Inventory;

(14) such Inventory is not covered by a negotiable document of title (unless it otherwise constitutes Eligible In-Transit Inventory or In-Field Goods), unless such document has been delivered to Agent with all necessary endorsements, free and clear of all Liens except those in favour of Agent on behalf of the Lenders;

(15) such Inventory is located in the United States of America or Canada;

(16) such Inventory does not include goods that are subject to licensing agreements that restrict the sale of such goods;

(17) such Inventory has not been acquired from a Sanctioned Person; and

(18) such Inventory is not Inventory which the Agent, in the exercise of its good faith credit discretion, determines to be not acceptable for any other reasons, including those which are customary either in the commercial lending industry or in the lending practices of the Agent.

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"Environmental Laws" means all Applicable Laws relating in any way to the environment, preservation or reclamation of natural resources, the generation, use, handling, collection, treatment, storage, transportation, recovery, recycling, release, threatened release or disposal of any Hazardous Material, or to health and safety matters.

"Environmental Liability" means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any Credit Party directly or indirectly resulting from or based upon (a) violation of any Environmental Laws, (b) the generation, use, handling, collection, treatment, storage, transportation, recovery, recycling or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the environment, or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

"Equipment" means, in respect of each Credit Party, all of such Credit Party's present and hereafter acquired equipment (as defined in the PPSA or the UCC, as applicable).

"Equity Securities" means, with respect to any Person, any and all shares, interests, participations, rights in, or other equivalents (however designated and whether voting and non-voting) of, such Person's capital, whether outstanding on the date hereof or issued after the date hereof, including any interest in a partnership, limited partnership, limited liability company unlimited company, unlimited liability company or other similar Person and any beneficial interest in a trust, and any and all rights, warrants, debt securities, options or other rights exchangeable for or convertible into any of the foregoing.

"ERISA" means the United States Employee Retirement Income Security Act of 1974, as amended.

"Erroneous Payment" has the meaning set out in Section 8.18(a); and "Erroneous Payment Deficiency Assignment", "Erroneous Payment Impacted Facilities", "Erroneous Payment Return Deficiency" and "Erroneous Payment Subrogation Rights" each have the respective meanings set out in Section 8.18(d).

"ETA" means Part IX of the Excise Tax Act (Canada) as amended from time to time (or any successor statute).

"Event of Default" has the meaning set out in Section 7.1.

"Excess Amount" has the meaning set out in Section 2.9(c).

"Excess Availability" means, as of any date, an amount equal to (a) the Borrowing Base as of such date, minus (b) the aggregate Exposure as of such date. Excess Availability shall always be determined on the basis that all debts and obligations shall be current, and all accounts payable shall be handled in the normal course of the business of the Borrower consistent with its past practices.

"Excluded Supported Swap Obligation" means, with respect to any Guarantor, any Supported Swap Obligation if, and solely to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Supported 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

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application or official interpretation of any thereof) by virtue of such Guarantor's failure for any reason 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 Supported Swap Obligation. If a Supported Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Supported Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.

"Excluded Taxes" means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on (or measured by) such Recipient's net income (however denominated) or capital, franchise Taxes and branch profits Taxes, in each case (i) imposed by Canada or by the jurisdiction (or any political subdivision thereof) under the Applicable Laws of which such Recipient is organized or in which its principal office is located or in the case of a Lender, in which its applicable lending office is located, or (ii) that constitute Other Connection Taxes relating to (a) above, (b) any withholding taxes imposed under FATCA, (c) in the case of a Lender, any withholding Tax imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan, Letter of Credit or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan, Letter of Credit or Commitment or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.13, amounts with respect to such Taxes were payable either to such Lender's assignor immediately before such Lender acquired the applicable interest in a Loan, Letter of Credit or Commitment or to such Lender immediately before it changed its lending office, (d) Taxes attributable to such Recipient's failure to comply with Section 2.13(f), (e) Taxes imposed on a payment or deemed payment by reason of the Recipient (i) being a "specified shareholder" (within the meaning of subsection 18(5) of the ITA) of the Credit Party at the time of payment or deemed payment, (ii) not dealing at arm's length for the purposes of the ITA with the Credit Party or a "specified shareholder" (within the meaning of subsection 18(5) of the ITA) of the Credit Party at the time of payment or deemed payment, or (iii) being a "specified entity" (as defined in subsection 18.4(1) of the Income Tax Act (Canada)) in respect of the Credit Party, except in each case where the Recipient was a "specified shareholder", not dealing at "arm's length" with the Credit Party, or a "specified shareholder" in respect of the Credit Party solely as a result of being a Lender hereunder or being granted, taking, holding or possessing or enforcing any Liens or collateral of any Credit Party; and (f) any combination of the above.

"Existing Facilities" means (a) the credit and security agreement dated October 14, 2022 by and among (inter alia) Source Energy Services Canada LP, Sand Products Wisconsin LLC, Source Energy Services Logistics US LP, Source Energy Services Proppants LP, Source Energy Services Canadian Chemical LP, Source Energy Services Canadian Logistics LP and FGI Worldwide LLC and (b) the trust indenture dated December 30, 2020 among (inter alia) Source Energy Services Canada LP, Source Energy Services Canada Holdings Ltd., and Computershare Trust Company of Canada and the notes issued thereunder, in each case as amended, or supplemented from time to time.

"Existing LCs" means the letters of credit and letters of guarantee existing on the Effective Date and set out in Exhibit I.

"Exposure" means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender's Revolving Loans and, without duplication, its Letter of Credit Exposure, Swap Exposure (including F/X Exposure), Swingline Exposure and such Lender's exposure in respect of the overdraft positions of all bank accounts of each Credit Party that are

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held with the Agent (unless a Cash Management Reserve has been implemented by the Agent for such overdraft positions on a dollar-for-dollar basis) at such time.

"Federal Funds Rate" means, for any day, the greater of (a) the per annum rate calculated by the Federal Reserve Bank of New York based on such day's Federal funds transactions by depositary institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the Federal Funds Rate and (b) [Redacted]% per annum.

"Fee Letter" means the letter dated as of the date hereof between the Borrower and the Agent providing for the payment by the Borrower of certain fees.

"Financial Officer" means the chief financial officer, principal accounting officer, treasurer or controller of the Borrower.

"Fiscal Month" means any fiscal month of the Borrower.

"Fiscal Quarter" means any fiscal quarter of the Borrower.

"Fiscal Year" means any fiscal year of the Borrower.

"Fixed Charge Coverage Ratio" means, as of the last day of any calendar month, the ratio of (a) without duplication, the sum of (i) EBITDA for the Rolling Period ended on that date minus Unfunded Capital Expenditures made by the Credit Parties during such Rolling Period to (b) the sum of (i) mandatory scheduled principal payments made by the Credit Parties in respect of Indebtedness (including under Capital Leases) during such Rolling Period, (ii) Interest Expense of the Credit Parties for such Rolling Period, plus (iii) income Taxes paid in cash or cash equivalents by the Credit Parties during such Rolling Period, plus (iv) Restricted Payments made by a Credit Party (other than (A) to another Credit Party, or (B) in respect of the Credit Parties' management compensation incentive plan) during such Rolling Period.

"Floor" means a rate of interest equal to 0% per annum.

"Fox Creek Litigation" means [Redacted].

"F/X Bank" means CIBC, in its capacity as the counterparty to the Borrower under any F/X Contract.

"F/X Contract" means a currency exchange transaction or agreement or any option with respect to any such transaction now existing or hereafter entered into between the Borrower and the F/X Bank in accordance with Section 2.18.

"F/X Contract Sub-Line" means an aggregate amount of credit of up to but not exceeding U.S.$5,000,000 (or the Canadian$ Equivalent thereof) to assist the Borrower in obtaining F/X Contracts from the F/X Bank pursuant to Section 2.18.

"F/X Exposure" means, at any time, the sum of: (a) the net amount determined by the Agent (acting reasonably with consideration given to any determinations provided to the Agent by the F/X Bank) to be the credit risk associated with all outstanding F/X Contracts (other than F/X Contracts that were financed pursuant to the EDC FXG Facility), plus (b) the aggregate amount

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of all Reimbursement Obligations in respect of all F/X Contracts (other than F/X Contracts that were financed pursuant to the EDC FXG Facility) at such time. The F/X Exposure (excluding the EDC FXG Facility) of all Lenders shall not exceed the F/X Contract Sub-Line. Any F/X Exposure denominated in any currency other than Canadian Dollars shall be the Canadian $ Equivalent thereof.

“GAAP” means at any particular time with respect to any Credit Party, generally accepted accounting principles as in effect at such time in Canada, consistently applied; provided, however, that, if employment of more than one principle shall be permissible at such time in respect of a particular accounting matter, “GAAP” shall refer to the principle which is then employed by the applicable Credit Party with the concurrence of its independent public or chartered accountants, who are acceptable to the Agent provided further that, for the purposes of determining compliance with the financial covenants herein, “GAAP” means GAAP as at the date thereof.

“Governmental Authority” means the Government of Canada and the United States of America, or any other nation or any political subdivision thereof, whether federal, provincial, state, territorial, municipal or local, and any agency, authority, instrumentality, regulatory body, court, central bank, fiscal or monetary authority or other authority regulating financial institutions, and any other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to any such government, including the Bank Committee on Banking Regulation and Supervisory Practices of the Bank of International Settlements.

“GST” means the goods and services tax and all other amounts payable under the ETA or any similar legislation in any other jurisdiction of Canada, including QST and HST.

“Guarantee” of or by any Person (in this definition, the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (in this definition, the “primary credit party”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof (whether in the form of a loan, advance, stock purchase, capital contribution or otherwise), (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital solvency, or any other balance sheet, income statement or other financial statement condition or liquidity of the primary credit party so as to enable the primary credit party to pay such Indebtedness or other obligation, (d) as an account party in respect of any letter of credit or letter of guarantee issued to support such Indebtedness or other obligation; provided that, for certainty, the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

“Guarantor” means each Person which has executed and delivered to the Agent, for the benefit of the Lenders, a guarantee in form and substance satisfactory to the Agent.

“Hazardous Materials” means any substance, product, liquid, waste, pollutant, chemical, contaminant, insecticide, pesticide, gaseous or solid matter, organic or inorganic matter, fuel, micro-organism, ray, odour, radiation, energy, vector, plasma, constituent or material which (a) is or becomes listed, regulated or addressed under any Environmental Laws, or (b) is, or is deemed to be, alone or in any combination, hazardous, hazardous waste, toxic, a pollutant, a deleterious substance, a contaminant or a source of pollution or contamination under any Environmental Laws, including, asbestos or asbestos-containing materials, petroleum and polychlorinated

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biphenyls, including petroleum or petroleum distillates, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Laws.

"HST" means all amounts payable as harmonised sales tax in the Provinces of Ontario, Nova Scotia, Newfoundland and New Brunswick under the ETA.

"IFRS" shall mean International Financial Reporting Standards, as adopted by the International Accounting Standards Board, as in effect from time to time.

"Indebtedness" of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services to the extent that such payment obligations remain unpaid for a period of 90 days or more (excluding current accounts payable incurred in the ordinary course of business), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person (excluding customary non-recourse pledges and other similar Liens over the Equity Securities in Unrestricted Subsidiaries, whether or not the Indebtedness secured thereby has been assumed, provided that in such case the amount of such Indebtedness shall be deemed to be the lower of (i) such obligations and (ii) the value of such property (f) all Guarantees by such Person of Indebtedness of others, (g) all Capital Lease Obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guarantee and in respect of the net amount of obligations of such Person (determined on a mark to market basis) on account of foreign exchange transactions or interest rate swap transactions, and (i) all obligations of such Person (excluding obligations arising solely at the election of such Person) to purchase, redeem, retire, defease or otherwise acquire for value (other than for other Equity Securities) any Equity Securities of such Person, valued, in the case of redeemable Equity Securities, at the greater of voluntary or involuntary liquidation preference, plus accrued and unpaid dividends. The Indebtedness of any Person shall include the Indebtedness of any partnership in which such Person is a general or limited partner to the extent such Person is liable therefor as a result of such Person's ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. For purposes of this definition, (i) the amount of any Indebtedness represented by a Guarantee shall be the lesser of the principal amount of the obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Indebtedness, and (ii) the amount of any Indebtedness which is limited or is non-recourse to a Person or for which recourse is limited to an identified asset shall be valued at the lesser of (A) if applicable, the limited amount of such obligations, and (B) if applicable, the fair market value of such assets securing such obligation.

"Indemnified Taxes" means all Taxes other than Excluded Taxes.

"Indemnitee" has the meaning set out in Section 9.3(b).

"In-Field Goods" means Inventory, in respect of which title continues to be held by a Credit Party, which is located on railcars, trucks, trailers, "mobile silos" or other similar assets, continues to be in the possession of a Credit Party and is in-transit from one Credit Party location to another or is in-transit to, or located at, customer locations (including well pads and other

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related sites), and are subject to the Agent's first (subject to Permitted Liens) priority secured Lien.

"Information Certificate" means a certificate executed by each Credit Party containing disclosure relating to each Credit Party in form and substance satisfactory to the Agent.

"Information Technology" means all computer systems, communication systems, software and hardware, owned, licensed, used or held for use by the Credit Parties other than off-the-shelf- software.

"Intellectual Property Rights" has the meaning set out in Section 3.22.

"Interest Expense" shall mean, for any period and without duplication, for any period, total interest expense accruing on Indebtedness of Borrower and the other Credit Parties (excluding for certainty Unrestricted Subsidiaries and non-Wholly-Owned Subsidiaries), on a consolidated basis, during such period (including interest expense attributable to Capital Lease Obligations net of amounts attributable to interest incurred under Swap Contracts), determined in accordance with GAAP.

"Intercreditor Agreement" means the intercreditor agreement among the Agent, the Lenders, the Term Agent, the Term Lenders and the Credit Parties, dated as of the date hereof, as the same may be amended, restated, supplemented or otherwise modified from time to time.

"Interest Payment Date" means, (a) in the case of any Loan other than a SOFR Loan, a Daily Compounded CORRA Loan and a Term CORRA Loan, the first Business Day of each month, and (b) in the case of a SOFR Loan, a Daily Compounded CORRA Loan and a Term CORRA Loan, the last day of each Interest Period relating to such SOFR Loan, Daily Compounded CORRA Loan and Term CORRA Loan, provided that if an Interest Period for any SOFR Loan is of a duration exceeding 90 days, then "Interest Payment Date" shall also include each date which occurs at each 90-day interval during such Interest Period.

"Interest Period" means, (a) with respect to a SOFR Loan, the period commencing on the date of such Loan and ending on the numerically corresponding day in the calendar month that is one, three or six months thereafter, as the Borrower may elect, (b) with respect to each Term CORRA Loan, the period commencing on the date of such Loan and ending on the numerically corresponding day in the calendar month that is of one or three months thereafter, as the Borrower may elect, and (c) with respect to each Daily Compounded CORRA Loan, the period commencing on the date of such Loan and ending on the numerically corresponding day in the calendar month that is one or three months thereafter; provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the immediately succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period (iii) any Interest Period which extends beyond any date that any principal payment or prepayment is scheduled to be due shall be subject to Section 2.12 thereof, and (iv) no Interest Period shall extend beyond the Maturity Date. For purposes hereof, the date of a Loan initially shall be the date on which such Loan is made and, in the case of a converted or continued Loan, thereafter shall be the effective date of the most recent conversion or continuation of such Loan.

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"Inventory" means, in respect of any Credit Party, all of such Credit Party's present and hereafter acquired inventory (as defined in the PPSA or the UCC, as applicable) and including all raw materials, merchandise, inventory and goods, and all additions, substitutions and replacements thereof, wherever located, together with all goods and materials used or usable in manufacturing, processing, packaging or shipping same in all stages of production from raw materials through work in process to finished goods, and all "stores" inventory or "operating and maintenance supplies" inventory, and all proceeds of any thereof (of whatever sort).

"Investment" means, as applied to any Person (the "investor"), any direct or indirect purchase or other acquisition by the investor of, or a beneficial interest in, Equity Securities of any other Person, including any exchange of Equity Securities for Indebtedness, or any direct or indirect loan, advance (other than advances to employees for moving, entertainment or travel expenses, drawing accounts and similar expenditures in the ordinary course of business) or capital contribution by the investor to any other Person, including all Indebtedness owing to the investor from such other Person that did not arise from sales or services rendered to such other Person in the ordinary course of the investor's business, or any direct or indirect purchase or other acquisition of bonds, notes, debentures or other debt securities of, any other Person. The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment minus any amounts (a) realized upon the disposition of assets comprising an Investment (including the value of any liabilities assumed by any Person other than the Borrower or any Credit Party in connection with such disposition), (b) constituting repayments of Investments that are loans or advances or (c) constituting cash returns of principal or capital thereon (including any dividend, redemption or repurchase of equity that is accounted for, in accordance with GAAP, as a return of principal or capital).

"Investment Grade Account" means an Eligible Account owing to a Credit Party by an Investment Grade Obligor.

"Investment Grade Obligor" means an obligor that is (i) rated an investment grade or higher rating from any nationally recognized rating agency, minimum investment grade rating being (a) BBB- for S&P, (b) BBB(low) for DBRS, and (c) Baa3 for Moody's, or (ii) otherwise designated as "investment grade" by the Agent in writing.

"IRS" means the United States Internal Revenue Service.

"Issuing Bank" means CIBC, in its capacity as the bank issuing a Letter of Credit for the Borrower in accordance with Section 2.17.

"ITA" means the Income Tax Act (Canada) as amended from time to time (or any successor statute).

"Lender" means any Lender having a Commitment hereunder and/or a Revolving Loan outstanding hereunder.

"Lender Affiliate" means, with respect to any Lender, an Affiliate of such Lender.

"Lenders" means the Persons listed as lenders on Schedule A (and includes their respective successors) and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption and "Lender" means any one of them. Unless the

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context otherwise requires, the term "Lenders" includes the Swingline Lender and the Issuing Bank.

"Letter of Credit" means a letter of credit issued by the Issuing Bank for or on behalf of the Borrower in accordance with Section 2.17.

"Letter of Credit Exposure" means, at any time and subject to the Letter of Credit Sub-Line, the aggregate face amount of all outstanding Letters of Credit at such time, other than Letters of Credit financed pursuant to the EDC APSG Facility. The Letter of Credit Exposure of any Lender at any time shall be its Applicable Percentage of the total Letter of Credit Exposure at such time with the total of all such Letter of Credit Exposure of all Lenders not to exceed the Letter of Credit Sub-Line. Any Letter of Credit Exposure denominated in U.S. Dollars shall be the Canadian $ Equivalent thereof.

"Letter of Credit Fee" has the meaning set out in Section 2.10(b).

"Letter of Credit Sub-Line" means the amount of the Commitment, in an aggregate amount up to but not exceeding $5,000,000, permitted to be used by the Borrower hereunder in obtaining Letters of Credit.

"Lien" means, (a) with respect to any asset, any mortgage, deed of trust, lien, pledge, hypothec, hypothecation, encumbrance, charge, security interest, royalty interest, trust, deemed trust, adverse claim, defect of title or right of set off in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease, title retention agreement or consignment agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to any asset(d) defeasance arrangement and (c) any other arrangement having the effect of providing security.

"Line Cap" means, as of any date, an amount equal to $40,000,000, subject to the Accordion Facility.

"Loan" means any loan made by the Lenders to the Borrower pursuant to this Agreement.

"Loan Documents" means this Agreement, the Security Documents, the Guarantees, the Information Certificate, any fee letter, the Intercreditor Agreement, the Blocked Account Agreements, the Borrowing Requests, the Borrowing Base Reports, the Fee Letter and any other document, instrument or agreement (other than participation, agency or similar agreements among the Lenders or between any Lender and any other bank or creditor with respect to any indebtedness or obligations of any Credit Party hereunder or thereunder) now or hereafter entered into in connection with this Agreement (including any F/X Contracts), as such documents, instruments or agreements may be amended, modified or supplemented from time to time.

"Material Adverse Change" means any event, development or circumstance that has had or would reasonably be expected to have a Material Adverse Effect.

"Material Adverse Effect" means a material adverse effect on (a) the business, assets, operations, prospects or condition, financial or otherwise, of the Credit Parties (taken as a whole), (b) the validity or enforceability of any of the Loan Documents, the priority of the Liens created thereby (taken as a whole) or the rights and remedies of the Agent and the Lenders thereunder (taken as a whole), (c) any Material Contract, or (d) the amount which the Lenders would be likely

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to receive (after giving effect to delays in payment and costs of enforcement) upon the liquidation of the Collateral.

"Material Contract" means (a) the contracts, licences and agreements listed and described on Schedule 3.18, and (b) any other contract, licence or agreement (i) to which any Credit Party is a party or bound, (ii) which is material to, or necessary in, the operation of the business of any Credit Party and if terminated and not replaced would reasonably be expected to result in a Material Adverse Effect, and (iii) which a Credit Party cannot promptly replace by an alternative and comparable contract with comparable commercial terms.

"Material Indebtedness" means (a) the Term Credit Indebtedness, and (b) any Indebtedness (other than the Loans and the Term Credit Indebtedness) of any one or more of the Credit Parties in an aggregate principal amount exceeding Cdn.$7,500,000.

"Maturity Date" means the earlier of: (i) the third anniversary of the Effective Date (or, if such third anniversary is not a Business Day, the next Business Day thereafter), and (ii) the date that is six months prior to the maturity date of the Term Credit Agreement.

"Net Orderly Liquidation Value" means, with respect to Eligible Inventory and Eligible In-Transit Inventory, the net appraised liquidation value thereof (expressed as a percentage of the cost of such inventory) as determined from time to time by an appraiser acceptable to the Agent in accordance with Section 5.1(k).

"Moody's" means Moody's Ratings, a division of Moody's Investors Service, Inc., or its successor.

"Obligations" means, with respect to any Credit Party, (a) all obligations, liabilities and Indebtedness of such Credit Party to the Agent, the Lenders or a Lender with respect to the principal of and interest on the Loans and the payment or performance of all other obligations, liabilities and Indebtedness of such Credit Party to the Agent, the Lenders or a Lender hereunder or arising under or pursuant to any one or more of the other Loan Documents or with respect to the Loans, including (i) all reimbursement and indemnity obligations of such Credit Party to the Agent, the Lenders, a Lender, the Issuing Bank or the F/X Bank hereunder or in connection with any Letter of Credit, F/X Contract or otherwise, (ii) all interest (including all interest that accrues after the commencement of any case or proceeding by or against a Credit Party under any federal, provincial or state bankruptcy, insolvency, receivership or similar law, whether or not allowed in such case or proceeding), and all charges, expenses, fees, legal fees, filing fees and any other sums chargeable to such Credit Party hereunder, under another Loan Document, or under any other agreement or instrument with the Agent, Lenders, F/X Bank or Issuing Bank, and (b) all Erroneous Payment Subrogation Rights, but excluding any obligations with respect to Excluded Supported Swap Obligations, the EDC APSG Facility and the EDC FXG Facility.

"[Redacted] Acquisition" means the acquisition of assets by the Borrower or any other Credit Party of real and personal property assets from [Redacted] and [Redacted] (or their Affiliates) as vendors, including the deferred acquisition of real property which is initially leased by the vendors to the Borrower or a Subsidiary of the Borrower.

"Other Connection Taxes" means, 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

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perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan Document).

"Out-of-Pocket Expenses" means all of the Agent's reasonable present and future out-of-pocket expenses incurred relative to this Agreement or any other Loan Documents, whether incurred heretofore or hereafter, which expenses shall include, without being limited to: the reasonable cost of retaining external legal counsel, record searches, all out-of-pocket costs and expenses incurred by the Agent in opening bank accounts, depositing cheques, receiving and transferring funds, and wire transfer charges, any charges imposed on the Agent due to returned items and "insufficient funds" of deposited cheques and the Agent's standard fees relating thereto, any out-of-pocket amounts paid by, incurred by or charged to, the Agent by the Issuing Bank under a Letter of Credit, by the F/X Bank under an F/X Contract or the reimbursement agreements related thereto, applications for Letters of Credit, F/X Contracts or other like document which pertain either directly or indirectly to such Letters of Credit or F/X Contracts and the Agent's standard fees relating to the Letters of Credit, F/X Contracts and any drafts thereunder, and subject to Section 5.1 the reasonable travel, lodging and similar expenses of the Agent's personnel (or any of its agents) in connection with inspecting and monitoring the Collateral from time to time at reasonable intervals hereunder any applicable reasonable out-of-pocket external counsel fees and disbursements, fees and taxes relative to the filing of financing statements, and all expenses, costs and fees set forth incurred by or imposed on the Agent by reason of the exercise of any of its rights and remedies under this Agreement or any of the other Loan Documents.

"Participant" has the meaning set out in Section 9.4.

"PATRIOT Act" means USA Patriot Act, Title III of Pub. L 107-56, signed into law October 26, 2001.

"Payment Conditions" means, at the time of determination with respect to any transaction, payment or distribution specified in this Agreement as being subject to Payment Conditions, the satisfaction of the condition set forth in clause (i) below together with the condition set forth in either clause (ii) or (iii) below, as applicable based on the amount of Excess Availability at the time of determination:

(i) no Default or Event of Default shall have occurred and be continuing on the date of any such transaction, payment or distribution or will occur immediately after giving effect thereto; and either:

(ii) Excess Availability would be at least 20% of the Borrowing Base on a pro forma basis after giving effect to such transaction, payment or distribution, on an average daily basis for the thirty (30) day period immediately prior to such transaction, payment or distribution and on a projected average daily basis for the projected twelve (12) month period immediately after such transaction, payment or distribution, and the pro forma Fixed Charge Coverage Ratio for the most recently completed Rolling Period after giving effect to any such transaction, payment or distribution (for the purposes of this calculation, the amount of such transaction, payment or distribution will be calculated net of any amount immediately reinvested in the Borrower by the recipient thereof) shall be equal to or greater than 1.00:1.00; or

(iii) Excess Availability would be at least 35% on a pro forma basis after giving effect to such transaction, payment or distribution, on an average daily basis for the thirty

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(30) day period immediately prior to such transaction, payment or distribution and on a projected average daily basis for the projected twelve (12) month period immediately after such transaction, payment or distribution.

"Payment Office" means the Agent's office located at CIBC Square, 81 Bay Street, 10th Floor Toronto, ON M5J 0E7, Attention: Senior Director, Portfolio Management, Asset-Based Lending (or such other office or individual as the Agent may hereafter designate in writing to the other parties hereto).

"Payment Recipient" has the meaning set out in Section 8.18(a).

"Pension Plan" means any pension plan (including any plan subject to registration under the ITA, the Pension Benefits Act (Ontario), the Employment Pension Plans Act (Alberta), the Quebec Pension Plan Act (Quebec) including, without limitation, the Supplemental Pension Plans Act (Quebec), ERISA or any other applicable pension standards legislation, as amended from time to time (or any successor statute)) (i) which is sponsored, administered or maintained by any Credit Party, (ii) in respect of which any Credit Party makes, has made (at any time during the five (5) calendar years preceding the date of this Agreement) or is required to make contributions or (iii) in respect of which any Credit Party has incurred or may incur any liability, including contingent liability either to such Pension Plan or to any Person, administrator or Governmental Authority.

"Periodic Term SOFR Determination Day" has the meaning specified in the definition of "Term SOFR".

"Permitted Acquisition" means any Acquisition by a Credit Party, including the [Redacted] Acquisition, (i) which is of a Person carrying on a business in the United States and/or Canada which is the same as, related to or ancillary to the business carried on by the Credit Parties (taken as a whole) (or if an asset Acquisition, is of assets used or useful in a business which is the same as, related to or ancillary to the business carried on by the Credit Parties (taken as a whole); (ii) in respect of which the Lenders will have a Lien over the assets to be acquired, subject only to Permitted Liens (and if such Acquisition is an Acquisition of Equity Securities of any Person, also a full recourse guarantee from, and a first-priority Lien (subject only to Permitted Liens) over all of the assets of, such Person; (iii) which, if such Acquisition is an Acquisition of Equity Securities of any Person, such Credit Party acquires Control of such Person; (iv) which is not hostile and shall have been approved by the board of directors (or other similar body) and/or the shareholders or other equityholders of the target; (v) where no Default or Event of Default has occurred and is continuing or would result therefrom and the Borrower shall be in pro forma compliance with Section 5.12; (vi) the aggregate purchase price (including deferred purchase price) in respect of such Acquisition and all other Permitted Acquisitions does not exceed US$10,000,000 in the aggregate per annum; (vii) the Borrower shall have provided the Agent with thirty (30) days' prior written notice of such intended Acquisition and has delivered to the Agent a current draft of the acquisition agreement (and final copies thereof as and when executed) and appropriate financial statements of the Person which is the subject of such Acquisition, (viii) Excess Availability, after giving pro-forma effect to such Acquisition, shall not be less than 20% of the Borrowing Base on the closing date of such Acquisition, and on a projected basis, on each fiscal month end during the next consecutive twelve (12) fiscal months following the closing date of such Acquisition; and (ix) the Fixed Charge Coverage Ratio, after giving pro-forma effect to such Acquisition, calculated based on the most recent Rolling Period is equal to or greater than 1.00:1.00. Notwithstanding the foregoing, no Accounts or Inventory acquired by a Credit Party in a Permitted Acquisition shall be included as Eligible Accounts or Eligible Inventory until a field examination (and, if required by Agent, an Inventory appraisal) with respect thereto has been

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completed to the satisfaction of Agent, including the establishment of Availability Reserves required by the Agent in its Permitted Discretion; provided that field examinations and appraisals in connection with Permitted Acquisitions shall not count against the limited number of field examinations or appraisals for which expense reimbursement may be sought pursuant to this Agreement.

"Permitted BMO Accounts" means deposit accounts and other similar accounts maintained by the Credit Parties with Bank of Montreal as of the Effective Date; provided that such accounts shall cease to be Permitted BMO Accounts ninety (90) days after the Effective Date (or such later date to which the Agent consents).

"Permitted Discretion" means a determination made by the Agent in good faith and in the exercise of reasonable (from the perspective of a secured asset-based lender) business judgment.

"Permitted Investments" means:

(1) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America or the government of Canada (or by any state or province thereof, or by an instrumentality or agency of the foregoing to the extent such obligations are backed by the full faith and credit of the United States of America or the government of Canada or of such state or province), in each case maturing within two years from the date of acquisition thereof;

(2) investments in commercial paper maturing within 365 days from the date of acquisition thereof and having, at such date of acquisition, the highest short term credit rating obtainable from S&P, Moody's or DBRS;

(3) investments in certificates of deposit, bankers' acceptances and time deposits maturing within 365 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, (a) any Schedule I bank under the Bank Act (Canada) or (b) any domestic office of any commercial or chartered bank organized under the laws of the United States of America or any State thereof or of Canada or any province or territory thereof, which has a combined capital and surplus and undivided profits of not less than $500,000,000;

(4) deposits in bank accounts made in the ordinary course of business and otherwise permitted hereunder

(5) repurchase agreements with a term of not more than 90 days for securities described in clause (1) above and entered into with a financial institution satisfying the criteria described in clause (3)(b) above;

(6) money market funds that are rated AAA by S&P, Aaa by Moody's or equivalent rating by DBRS and have portfolio assets of at least $5,000,000,000; and

(7) investment funds investing at least 95% of their assets in securities of the types described in clauses (1) through (6) above.

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"Permitted Liens" means:

(1) Liens in favour of the Agent or the Lenders for the obligations of the Borrower or any other Credit Party under or pursuant to the Loan Documents;

(2) Liens granted by a Credit Party in favour of another Credit Party in order to secure any of its indebtedness to such other Credit Party;

(3) Purchase Money Liens securing Indebtedness and Liens to secure Capital Lease Obligations, in each case only to the extent permitted by Section 6.1(e);

(4) Liens imposed by any Governmental Authority for Taxes not yet due and delinquent or which are being contested in good faith in compliance with Section 5.3, and, during such period during which such Liens are being so contested, such Liens shall not be executed on or enforced against any of the assets of any Credit Party;

(5) carrier's, warehousemen's, mechanics', materialmen's, repairmen's, construction and other like Liens arising by operation of Applicable Law, arising in the ordinary course of business, which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings, provided in each case that the applicable Credit Party shall have set aside on its books reserves deemed adequate therefor and not resulting in qualification by auditors;

(6) statutory Liens incurred or pledges or deposits made under worker's compensation, unemployment insurance and other social security laws;

(7) deposits or other Liens to secure the performance of bids, tenders, trade contracts, leases, statutory obligations, environmental reclamation obligations, surety and appeal bonds, performance bonds, commodity, currency or other hedges permitted hereunder and other obligations of a like nature (other than for borrowed money) incurred in the ordinary course of business;

(8) Liens of or resulting from any judgment or award, the time for the appeal or petition for rehearing of which shall not have expired, or in respect of which the Credit Parties shall at any time in good faith be prosecuting an appeal or proceeding for review and in respect of which a stay of execution pending such appeal or proceeding for review shall have been secured or shall be diligently sought;

(9) undetermined or inchoate Liens and charges arising or potentially arising under statutory provisions which have not at the time been filed or registered in accordance with Applicable Law or of which written notice has not been duly given in accordance with Applicable Law or which although filed or registered, relate to obligations not due or delinquent;

(10) Liens in favour of public utilities or any Governmental Authorities or other public authorities when required by such utilities or Governmental Authorities or such other public authorities in connection with the supply of services or utilities to a Credit Party;

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(11) Liens consisting of royalties payable with respect to any asset or property of a Credit Party existing as of the Effective Date; provided that the existence of any such Lien on any material Property of a Credit Party shall have been disclosed in writing to the Lenders prior to the Effective Date;

(12) Liens securing reimbursement obligations relating to letters of credit issued pursuant to this Agreement, provided that the value of the collateral subject to any such Lien does not exceed the amount of the related reimbursement obligation together with any customary reasonable buffer;

(13) statutory Liens incurred or pledges or deposits made in favour of a Governmental Authority to secure the performance of obligations of a Credit Party under Environmental Laws to which any assets of such Credit Party are subject;

(14) a Lien granted by a Credit Party to a landlord to secure the payment of arrears of rent in respect of leased properties in the Province of Quebec leased from such landlord, provided that such Lien is limited to the assets located at or about such leased properties;

(15) any Lien on any Property of a Credit Party existing on the date hereof and set forth in Schedule 3.9 or Schedule 3.10; provided that (i) such Lien shall not apply to any other Property of such Credit Party, and (ii) such Lien shall secure only those obligations which it secures on the date hereof and any permitted refinancing thereof;

(16) servitudes, easements, rights-of-way, restrictions and other similar encumbrances on real property imposed by Applicable Law or incurred in the ordinary course of business and encumbrances consisting of zoning or building restrictions, easements, licenses, restrictions on the use of property or minor defects, imperfections or encroachments in title thereto which, in the aggregate, are not material, and which do not in any case materially detract from the use or value of the property subject thereto or interfere with the ordinary conduct of the business of the Credit Parties;

(17) Liens in favor of a banking or other financial institution arising as a matter of law or in the ordinary course of business under customary general terms and conditions encumbering bank accounts and the deposits or other funds therein maintained with a financial institution (including the right of set-off) and that are within the general parameters customary in the banking industry or arising pursuant to such banking institution's general terms and conditions;

(18) any interest or title of a lessor or sublessor, licensor or sublicensor under any lease or license not prohibited by this Agreement;

(19) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to a specified and identifiable commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(20) Liens on property of a Person existing at the time such Person is acquired by or amalgamated or merged with or into or consolidated with any Credit Party (other

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than Liens securing Indebtedness for borrowed money); provided that such Liens were in existence prior to, and were not created in contemplation of, such acquisition, amalgamation, merger or consolidation and do not extend to any property other than those of the Person acquired by or amalgamated or merged into or consolidated with such Credit Party;

(21) Liens on property existing at the time of acquisition of such property by any Credit Party (other than Liens securing Indebtedness for borrowed money), provided that such Liens do not extend to any other property of such Credit Party and were in existence prior to, and were not created in contemplation of, such acquisition;

(22) Liens in favour of customs, revenue, and taxation authorities arising by operation of law or to secure payment of customs duties in connection with the importation of goods, provided that any such Liens are not being enforced against such goods;

(23) Liens securing Permitted Refinancing Indebtedness in respect of Indebtedness that was secured by Permitted Liens, provided that such Liens secure only the same property as, and have no greater priority than, such Permitted Liens and the indebtedness secured thereby is not increased;

(24) pledges and other Liens granted in respect of the Equity Securities of Unrestricted Subsidiaries, provided that recourse of the pledgee is limited to such Equity Securities;

(25) deposits in a segregated specified and identified account with Bank of Montreal to collateralize the Existing LCs; provided that such deposit shall cease to constitute Permitted Liens ninety (90) days after the Effective Date;

(26) any extension, renewal or replacement of any of the foregoing; provided, however, that the Liens permitted hereunder shall not be extended to cover any additional Indebtedness of the Credit Parties or their property (other than a substitution of like property), except Liens in respect of Capital Lease Obligations and Purchase Money Liens as permitted by (3) above;

(27) Liens under pension standards legislation applicable to any Pension Plan that relate to employee contributions withheld from pay but not yet due to be remitted to the Pension Plan;

(28) Liens granted in favour of the Term Agent and the Term Lenders, as permitted by the Intercreditor Agreement;

(29) Liens or covenants restricting or prohibiting access to or from lands abutting on controlled access highways or covenants affecting the use to which lands may be put; provided that, in the case of a Credit Party such Liens or covenants do not materially and adversely affect the use of such lands by the Credit Party;

(30) Liens that relate to the reservations in any original grants from the Crown of any lands or interests therein;

(31) deposits or pledges of cash or cash equivalents pursuant to the defeasance, satisfaction or deemed satisfaction of any Indebtedness, to the extent that such

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Indebtedness is, on the date of such deposit or pledge, not prohibited from being repaid pursuant to this Agreement;

(32) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed, at any one time outstanding, the greater of $7,500,000 and 2.5% of Consolidated Net Tangible Assets, provided that either such Liens are (a) restricted to specific Collateral (and not ABL Priority Collateral or all or substantially all of the property or assets of any Credit Party) or (b) are subordinated to the Liens of the Agent granted pursuant to the Secured Documents; and

(33) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Lien referred to in the preceding subparagraphs of this definition, so long as any such extension, renewal or replacement of such Lien is limited to all or any part of the same property that secured the Lien extended, renewed or replaced and the indebtedness or obligation secured thereby is not increased.

"Permitted Refinancing Indebtedness" means any Indebtedness of the Borrower or any other Credit Party issued or incurred in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund any other Indebtedness of the Borrower or any other Credit Party (the "Refinanced Debt"), provided that:

(i) the final maturity date of such Indebtedness shall be not earlier than the date of the Refinanced Debt; and

(ii) the principal amount (or accreted value, if applicable) of such Indebtedness does not exceed the maximum principal amount (or accreted value, if applicable) of the Refinanced Debt at such time plus an amount equal to all accrued and unpaid interest on the Refinanced Debt and the amount of all costs, fees, expenses and premiums incurred in connection with the refinancing thereof.

"Person" includes any natural person, corporation, company, limited liability company, unlimited liability company, trust, joint venture, association, incorporated organization, partnership, Governmental Authority or other entity.

"PPSA" means the Personal Property Security Act (Alberta), as amended from time to time (or any successor statute) or similar legislation of any other jurisdiction, including, without limitation, the Civil Code of Quebec, the laws of which are required by such legislation to be applied in connection with the issue, perfection, enforcement, validity or effect of security interests.

"Priority Payables" means, with respect to any Person, any amount payable by such Person which is secured by a Lien, deemed trust or other claim which ranks or is capable of ranking prior to or pari passu with the Liens created by the Security Documents in respect of any Eligible Accounts, Eligible Inventory, or other Collateral including amounts owing for wages, vacation pay, severance pay (to the extent capable of ranking prior to the Liens under the Security Documents under Applicable Law), employee deductions, sales tax, excise tax, Tax payable pursuant to the ETA (net of GST input credits), income tax, workers compensation, government royalties, pension fund obligations, Pension Plan obligations including, including in respect of unpaid or unremitted defined pension plan contributions, real property tax and other statutory or

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other claims that have or may have priority over, or rank pari passu with, the Liens created by the Security Documents, but for certainty excluding the Term Indebtedness, Capital Leases and purchase money obligations.

"Property" means any interest in any kind of property or asset, whether real (including chattels real), personal or mixed, movable or immovable, tangible or intangible.

"Protective Advances" has the meaning set out in Section 2.19 (d).

"Purchase Money Lien" means a Lien including hypothecs of the vendor, rights of a lessor under a lease or leasing contract and the reservation of ownership of a seller under an instalment or conditional sale) taken or reserved in personal property to secure payment of all or part of its purchase price, provided that such Lien (i) secures an amount not exceeding the purchase price of such personal property, (ii) extends only to such personal property and its proceeds, and (iii) is granted prior to or within 30 days after the purchase of such personal property.

"QST" means the Quebec sales tax imposed pursuant to an Act respecting the Québec sales tax.

"Qualified ECP Guarantor" means, in respect of any Supported Swap Obligation, each Credit Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Supported 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.

"Recipient" means the Agent, any Lender and any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder.

"Register" has the meaning set out in Section 9.4(c).

"Reimbursement Obligations" means, at any date, the sum of the outstanding obligations of the Borrower to reimburse the Agent at such time to the extent that the Agent is obligated to reimburse (a) the Issuing Bank at such time pursuant to any Letter of Credit (for clarity, other than Letters of Credit financed pursuant to the EDC APSG Facility), (b) the F/X Bank at such time pursuant to any F/X Contract (for clarity, other than F/X Contracts that were financed pursuant to the EDC FXG Facility), and (c) a swap counterparty pursuant to any Swap Contract (for clarity, other than F/X Contracts that were financed pursuant to the EDC FXG Facility).

"Related Parties" means, with respect to any Person, such Person's Affiliates and the respective directors, officers, employees, agents and advisors of such Person and of such Person's Affiliates.

"Release" is to be broadly interpreted and shall include an actual or potential discharge, deposit, spill, leak, pumping, pouring, emission, emptying, injection, escape, leaching, seepage or disposal of any Hazardous Materials which is or may be in breach of any Environmental Laws.

"Rent Reserve" means a reserve up to a maximum of three (3) months of rental payments or similar charges payable under the lease for the applicable leased premises of any Credit Party

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where Collateral is located and for which the relevant Credit Party has not delivered to the Agent an Acceptable Landlord Waiver, plus the amount of any then outstanding past due rental payments, charges and fees.

"Repayment Notice" means a notice in the form of Exhibit F.

"Required Lenders" means, at any time, Lenders having Commitments which represent, in the aggregate, more than 50% of the aggregate amount of the Commitments of all the Lenders under the Credit; provided that at any time there are only two (2) Lenders, "Required Lenders" means all Lenders.

"Responsible Officer" means, with respect to any Person, the chairman, the president, any vice president, the chief executive officer, chief financial officer or the chief operating officer, and, in respect of financial or accounting matters, any Financial Officer of such Person; unless otherwise specified, all references herein to a Responsible Officer mean a Responsible Officer of the Borrower.

"Restricted Payment" means, with respect to any Person, any payment by such Person (i) of any dividends or distributions on any of its Equity Securities, (ii) on account of, or for the purpose of setting apart any property for a sinking or other analogous fund for, the purchase, redemption, retirement or other acquisition of any of its Equity Securities or any warrants, options or rights to acquire any Equity Securities, or the making by such Person of any other distribution in respect of any of its Equity Securities, (iii) of any principal of or interest or premium on or of any amount in respect of a sinking or analogous fund or defeasance fund for any Indebtedness of such Person ranking in right of payment subordinate to any liability of such Person under the Loan Documents (excluding for certainty pursuant to the Term Credit Documents) (iv) on account of a (A) voluntary prepayment or (B) mandatory prepayments of any Indebtedness of such Person from excess cash flow in any period (in each case, other than under the Loan Documents) or (v) management fees, consulting fees, or any similar fee or comparable payment paid to any Person owning greater than 10% of the voting Equity Securities in the Borrower (other than cost reimbursement arrangements).

"Restricted Subsidiary" means each Subsidiary of the Borrower which is not an Unrestricted Subsidiary.

"Revolving Facility" has the meaning set out in Section 2.1(a).

"Revolving Loan" has the meaning set out in Section 2.1.

"Rolling Period" means, as at the end of any calendar month, such calendar month taken together with the eleven immediately preceding calendar months.

"Sanction" means, with respect to any Person at any time, any economic or financial sanction or trade embargo imposed, administered or enforced by any Governmental Authority within Canada or the United States or other foreign jurisdiction that is applicable to such Person at such time.

"Sanctioned Country" means, at any time, any country, republic or other analogous region which is subject to any Sanction, whether by reason of designation under such Sanction or otherwise.

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"Sanctioned Person" means, at any time, any Person with whom any Credit Party is prohibited or restricted from transacting or otherwise dealing under any Sanction, whether by reason of designation under such Sanction or otherwise.

"Secured Obligations" means collectively, all Obligations, all Cash Management Obligations, all Swap Obligations, all other Bank Product Obligations, excepting thereout any Obligations with respect to the EDC APSG Facility and the EDC FXG Facility.

"Secured Parties" means (a) the Agent and the Lenders under the Loan Documents, (b) the Swap Lenders under the Swap Contracts, (c) the Cash Management Providers under the Cash Management Documents and (d) the Lenders and their Affiliates under any agreements or instruments providing for other Bank Products.

"Security Documents" means the agreements, documents or instruments described or referred to in Section 4.1 and Section 5.11 (including, to the extent such Section describes an amendment, the agreement, document or instrument amended thereby) and any and all other agreements, documents or instruments now or hereafter executed and delivered by any Credit Party or any other Person as security for the payment or performance of all or part of the Secured Obligations.

"Settlement Date" means the date, which shall be weekly, or more frequently at the discretion of the Agent upon the occurrence of an Event of Default, that the Agent and the Lenders shall settle among themselves so that (a) the Agent shall not at any time have, as the agent for the Lenders, any money at risk, and (b) on such Settlement Date each Lender shall be responsible for its pro rata amount of the Revolving Loan, calculated on the basis of each of their Applicable Percentages in respect of the outstanding Exposure as at such date, provided that each Settlement Date shall be a Business Day.

"SOFR" means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

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

"SOFR Borrowing" means a Borrowing comprised of one or more SOFR Loans.

"SOFR Loan" means a Loan denominated in U.S. Dollars which bears interest at a rate based on Adjusted Term SOFR, other than pursuant to the proviso to the definition of "Base Rate".

"Standard Cost" means the standard cost of Inventory determined in accordance with the applicable Credit Party's published GAAP compliant inventory policy, consistently applied, and excludes any portion of cost representing intercompany profit or gain in the case of Inventory acquired from an Affiliate of any Credit Party.

"Standard Letter of Credit Fees" has the meaning set out in Section 2.10(b).

"Subordinated Debt" means Indebtedness incurred by a Credit Party that is expressly subordinate and junior in right of payment to the Secured Parties, and is in writing and on terms (including maturity, interest, fees, repayment, covenants and subordination) reasonably satisfactory to the Agent.

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"Subordinated Debt Documents" means any indenture, note or other instrument under which any Subordinated Debt is issued and all other instruments, agreements and other documents evidencing or governing any Subordinated Debt or providing for any Guarantee or any security or other right in respect thereof.

"Subsidiary" means, with respect to any Person (in this definition, the "parent") at any date, any other Person the accounts of which would be consolidated with those of the parent in the parent's consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other Person (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, in each case by the parent or one or more Subsidiaries of the parent or by the parent and one or more Subsidiaries of the parent.

"Supported Swap Obligation" means, with respect to any 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.

"Swap Contract" means an agreement between a Credit Party and a Lender (or an Affiliate of a Lender) relating to a Swap Transaction between such parties.

"Swap Exposure" means, at any time, the sum of: (a) the amount determined by the Agent (acting reasonably) to be the credit risk associated with all outstanding Swap Contracts (other than F/X Contracts that were financed pursuant to the EDC FXG Facility), plus (b) the aggregate amount of all Reimbursement Obligations in respect of all Swap Contracts at such time. Any Swap Exposure denominated in any currency other than Canadian Dollars shall be the Canadian $ Equivalent thereof.

"Swap Obligations" means obligations of any Credit Party to any Swap Lender in respect of any Swap Transaction.

"Swap Lender" any Lender or any Affiliate of any Lender that enters into a Swap Contract (regardless of whether such Lender ceases to be a Lender after such Swap Contract is entered into), but excluding, for certainty, any Swap Contract entered into with any Lender or its Affiliate after such Lender's commitment hereunder has been fully cancelled in accordance with the terms of this Agreement or such Lender has assigned all of its rights under the Revolving Facility provided hereunder.

"Swap Transaction" means any transaction or agreement entered into between the Borrower and any other counterparty with respect to any swap, forward, future option or other derivative transaction or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions.

"Swingline Exposure" means, at any time, the Canadian $ Equivalent of the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall be its Applicable Percentage of the total Swingline Exposure at such time.

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"Swingline Lender" means CIBC, in its capacity as lender of Swingline Loans hereunder.

"Swingline Loan" has the meaning set out in Section 2.19.

"Taxes" means all taxes, charges, fees, levies, imposts and other assessments, including all income, sales, use, goods and services, harmonized, value added, capital, capital gains, alternative, franchise, net worth, branch transfer, land transfer, profits, withholding, payroll, employer health, excise, stamp, documentary, and real property and personal property taxes, and any other taxes, customs duties, fees, assessments, or similar charges in the nature of a tax, including Canada Pension Plan and provincial pension plan contributions, employment insurance payments and workers' compensation premiums, together with any instalments with respect thereto, and any interest, fines and penalties with respect thereto, in each case, that are imposed, administered or assessed by any Governmental Authority (including federal, state, provincial, territorial, municipal and foreign Governmental Authorities), and whether disputed or not.

"Taylor Subsidiaries" means Source Energy Services Taylor Transload Holdings LP GP Ltd., Source Energy Services Taylor Transload Holdings LP, Source Energy Services Taylor Transload LP GP Ltd. and Source Energy Services Taylor Transload LP

"Term Agent" means Silver Point Finance, LLC.

"Term CORRA Adjustment" means a percentage equal to (i) [Redacted]% ([Redacted] basis points) per annum for a Canadian Available Tenor of one-month's duration and (ii) [Redacted]% ([Redacted] basis points) per annum for a Canadian Available Tenor of three-months' duration.

"Term CORRA Administrator" means Candeal Benchmark Administration Services Inc., TSX Inc., or any successor administrator.

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

"Term CORRA Borrowing" means a Borrowing comprised of Term CORRA Loans.

"Term CORRA Loan" means a Loan denominated in Canadian Dollars made by the Lenders to the Borrower hereunder pursuant to a drawdown, rollover or conversion of a Loan which bears interest at a rate based upon Adjusted Term CORRA.

"Term CORRA Reference Rate" means the forward-looking term rate based on CORRA.

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"Term Credit Agent" means Silver Point Finance, LLC, as administrative agent and collateral agent under the Term Credit Agreement.

"Term Credit Agreement" means the senior secured term loan agreement among the Borrower, as borrower, one or more of the Guarantors, as guarantors, the Term Agent, as agent, and the Term Lenders, as lenders, dated as of the date hereof, and as the same may be amended, restated, supplemented or otherwise modified as permitted by the Intercreditor Agreement.

"Term Credit Documents" means the Term Credit Agreement, any term notes, guarantees, security agreements, and any other document, instrument or agreement now or hereafter entered into in connection with the Term Credit Agreement, as such documents, instruments or agreements may be amended, modified or supplemented from time to time.

"Term Indebtedness" means the indebtedness, liabilities and obligations owing by the Credit Parties to the Term Agent and the Term Lenders pursuant to the Term Credit Agreement.

"Term Lenders" means the Term Credit Agent (in its capacity as lender under the Term Credit Agreement) and each other lender party thereto as lender from time to time.

"Term SOFR" means:

(a) for any calculation with respect to a SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the "Periodic Term SOFR Determination Day") that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day; and

(b) for any calculation with respect to a Base Rate Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day, the "Base Rate Term SOFR Determination Day") that is two (2) U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Base Rate Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Term SOFR Determination Day;

provided, further, that if Term SOFR determined as provided above (including pursuant to the proviso under clause (a) or clause (b) above) shall ever be less than the Floor, then Term SOFR shall be deemed to be the Floor.

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"Term SOFR Adjustment" means, for any calculation with respect to a Base Rate Loan or a SOFR Loan, a percentage per annum as set forth below for the applicable Type of such Loan and (if applicable) Interest Period therefor:

Base Rate Loans:

[Redacted]%

SOFR Loans:

Interest Period	Percentage
One month	[Redacted]%
Three months	[Redacted]%
Six months	[Redacted]%

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

"Term SOFR Reference Rate" means the forward-looking term rate based on SOFR.

"Trading with the Enemy Act" means foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended), and any other enabling legislation or executive order relating thereto.

"Transactions" means the execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit and the entering into of F/X Contracts hereunder.

"Type", when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Canadian Prime Rate, Adjusted Term CORRA, Adjusted Daily Compounded CORRA, the Base Rate or Adjusted Term SOFR, or is a Letter of Credit.

"Unadjusted Canadian Benchmark Replacement" means the applicable Canadian Benchmark Replacement excluding the related Canadian Benchmark Replacement Adjustment.

"UCC" means the Uniform Commercial Code as in effect from time to time for the applicable State in question.

"Unfunded Capital Expenditures" means, for any period, Capital Expenditures in such period that are not (i) financed by a Capital Lease or other Indebtedness incurred in such period, (ii) financed from the net proceeds of issuance of Equity Securities of a Credit Party, or (iii) financed with insurance proceeds or the net cash proceeds from any disposition of fixed assets, provided that the cash proceeds of all Borrowings (excluding for certainty Letters of Credit) in such period shall (without duplication) be deemed to finance Capital Expenditures in such period for the purposes of this definition.

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"Unrestricted Subsidiary" means any Subsidiary of the Borrower which, together with its Subsidiaries, represents less than 5% of the consolidated assets or consolidated gross revenues of the Borrower; provided that no Subsidiary shall be an Unrestricted Subsidiary unless designated as such pursuant to Section 5.11(b). As of the Effective Date, the Taylor Subsidiaries are the sole Unrestricted Subsidiaries.

"Unused Line Fee" has the meaning set out in Section 2.10(a).

"Unused Line Fee Rate" means with respect to the Unused Line Fee, the applicable rate per annum, expressed as a percentage, set forth in the relevant column of the table below:

Average Excess Availability	Unused Line Fee Rate
Greater than 67% of the Borrowing Base	0.35%
Greater than or equal to 33% of the Borrowing Base and less than or equal to 67% of the Borrowing Base	0.30%
Less than 33% of the Borrowing Base	0.25%

The Unused Line Fee Rate shall be adjusted on the first day of each Fiscal Quarter based on Average Excess Availability for the immediately preceding Fiscal Quarter. For the period from the Effective Date to the last day of the first Fiscal Quarter following the Effective Date, the initial Unused Line Fee Rate shall be 0.30%.

"U.S. Bank Commercial Card Program" means any corporate credit card program established by the Borrower with U.S. Bank National Association, Canada Branch, that is subject to credit support from CIBC.

"U.S. Dollars" and "U.S.$" refer to lawful money of the United States of America.

"U.S.$ Equivalent" means, on any day, the amount of U.S. Dollars that the Agent could purchase, in accordance with its normal practice, with a specified amount of Canadian Dollars based on the spot rate at which U.S. Dollars are offered at the start of such day by CIBC in Toronto, Ontario.

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

"U.S. Person" means any Person that is a "United States person" as defined in Section 7701(a)(30) of the Code.

"Violation Notice" means any notice received by any Credit Party from any Governmental Authority under any Environmental Law that the applicable Credit Party or any of its property and assets is not in compliance with the requirements of any Environmental Law.

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“Wholly-Owned” means, with respect to a Subsidiary, that all of the Equity Securities of such Subsidiary are, directly or indirectly, owned or controlled by a Credit Party or one or more of its Subsidiaries.

“WURA” means the Winding-up and Restructuring Act (Canada).

1.2 Classification of Loans and Borrowings.

For purposes of this Agreement, Loans may be classified and referred to by Type (e.g., a “Canadian Prime Loan”) and Borrowings also may be classified and referred to by Type (e.g., a “Canadian Prime Borrowing”).

1.3 Terms Generally.

The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “or” is disjunctive; the word “and” is conjunctive. The word “shall” is mandatory; the word “may” is permissive. The words “to the knowledge of” means, when modifying a representation, warranty or other statement of any Person, that the fact or situation described therein is known by the Person (or, in the case or a Person other than a natural Person, known by the Responsible Officer of that Person) making the representation, warranty or other statement, or with the exercise of reasonable due diligence under the circumstances (in accordance with the standard of what a reasonable Person in similar circumstances would have done) would have been known by the Person (or, in the case of a Person other than a natural Person, would have been known by such Responsible Officer of that Person). Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any statute or any section thereof shall, unless otherwise expressly stated, be deemed to be a reference to such statute or section as amended, restated or re-enacted from time to time, (c) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, and (f) the words “asset” and “Property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

1.4 Accounting Terms; GAAP.

Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time. All calculations of the components of the financial information for the purposes of determining compliance with the financial ratios and financial covenants contained herein shall be made on a basis consistent with GAAP in existence as at the date of this Agreement and used in the preparation of the consolidated financial statements of the Borrower referred to in Section 5.1(a), and all calculations with respect to inventory shall use the same method for inventory valuation as used in the

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preparation of the Borrower's financial statements on the date hereof. In the event of a change in GAAP, the Borrower and the Agent shall negotiate in good faith to revise (if appropriate) such ratios and covenants to give effect to the intention of the parties under this Agreement as at the Effective Date, and any new ratio or covenant shall be subject to approval by the Required Lenders. In the event that such negotiation is unsuccessful, all calculations thereafter made for the purpose of determining compliance with the financial ratios and financial covenants contained herein shall be made on a basis consistent with GAAP in existence as at the Effective Date. Notwithstanding anything in this Agreement to the contrary, unless the Borrower has requested an amendment after the Effective Date pursuant to the definition of "IFRS" with respect to the treatment of leases (including operating leases and Capital Leases) under IFRS 16 (Leases) and until such amendment has become effective, each provision under this Agreement, shall, in each case, be determined without giving effect to IFRS 16 (Leases) (except that financial statements delivered pursuant to Section 5.1(a) and 5.1(b) may be prepared in accordance with IFRS (including given effect to IFRS 16 (Leases)) as in effect at the time of such delivery).

1.5 Time.

All time references herein shall, unless otherwise specified, be references to local time in Toronto, Ontario. Time is of the essence of this Agreement and the other Loan Documents.

1.6 Permitted Liens.

Any reference in any of the Loan Documents to a Permitted Lien is not intended to subordinate or postpone, and shall not be interpreted as subordinating or postponing, or as any agreement to subordinate or postpone, any Lien created by any of the Loan Documents to any Permitted Lien.

1.7 Rates.

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

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adverse to the Borrower. The Agent may select information sources or services in its reasonable discretion to ascertain the Canadian Prime Rate, the Base Rate, Term CORRA, the Term CORRA Reference Rate, Adjusted Term CORRA, Daily Compounded CORRA, Adjusted Daily Compounded CORRA, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Canadian Benchmark or Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

1.8 Interpretation Clause (Quebec).

For purposes of any assets, liabilities or entities located in the Province of Québec and for all other purposes pursuant to which the interpretation or construction of this Agreement may be subject to the laws of the Province of Québec or a court or tribunal exercising jurisdiction in the Province of Québec, (a) "personal property" shall be deemed to include "movable property", (b) "real property" shall be deemed to include "immovable property", (c) "tangible property" shall be deemed to include "incorporeal property", (d) "intangible property" shall be deemed to include "incorporeal property", (e) "security interest", "mortgage" and "lien" shall be deemed to include a "hypothec", "prior claim", "reservation of ownership" and a resolution clause, (f) all references to filing, registering or recording under the PPSA shall be deemed to include publication under the Civil Code of Québec, (g) all references to "perfection" of or "perfected" liens or security interest shall be deemed to include a reference to an "opposable" or "set up" lien or security interest as against third parties, (h) any "right of offset", "right of setoff" or similar expression shall be deemed to include a "right of compensation", (i) "goods" shall be deemed to include "corporeal movable property" other than chattel paper, documents of title, instruments, money and securities, (j) an "agent" shall be deemed to include a "mandatory", (k) "construction liens" or "mechanics, materialmen, repairmen, construction contractors or other like Liens" shall be deemed to include "legal hypothecs" and "legal hypothecs in favour of persons having taken part in the construction or renovation of an immovable; (l) "joint and several" shall be deemed to include "solidary"; (m) "gross negligence or wilful misconduct" shall be deemed to be "intentional or gross fault"; (n) "beneficial ownership" shall be deemed to include "ownership on behalf of another as mandatory"; (o) "servitude" shall be deemed to include easement; (p) "priority" shall be deemed to include "rank" or "prior claim"; (q) "survey" shall be deemed to include "certificate of location and plan"; (r) "state" shall be deemed to include "province or territory"; (s) "fee simple title" shall be deemed to include "absolute ownership" and "ownership" (including ownership under a right of superficies) and "legal title" shall be deemed to include "holding title on behalf of an owner as mandatory or prête-nom"; (t) "foreclosure" shall be deemed to include the "exercise of a hypothecary recourse"; (u) "ground lease" shall be deemed to include "emphyteusis" or a "lease with a right of superficies", as applicable; (v) "leasehold interest" shall be deemed to include "a valid lease"; and (w) "lease" shall be deemed to include a "leasing contract"; (x) "accounts" shall include "claims" and "monetary claims", (y) "guarantee", "guarantee" shall include "suretyship" and "surety", respectively; and (z) "deposit account" shall include a "financial account" as defined in Article 2713.6 of the Civil Code of Quebec. The parties hereto confirm that it is their wish that this Agreement and any other document executed in connection with the transactions contemplated herein be drawn up in the English language only (except if another language is required under any applicable Law) and that all other documents contemplated thereunder or relating thereto, including notices, may also be drawn up in the English language only. Each party hereto hereby confirms that it was represented by legal counsel and has had the opportunity to negotiate the terms of this Agreement and any other Loan Documents, including the essential stipulations

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thereof, with the assistance of its legal counsel. Les parties aux présentes confirment que c'est leur volonté que cette convention et les autres documents de crédit soient rédigés en langue anglaise seulement et que tous les documents, y compris tous avis, envisagés par cette convention et les autres documents peuvent être rédigés en langue anglaise seulement (sauf si une autre langue est requise en vertu d'une loi applicable). Chaque partie aux présentes confirme qu'elle a été représentée par des conseillers juridiques et a eu l'opportunité de négocier les termes de cette convention et des autres documents de crédit, y compris leurs stipulations essentielles, avec l'aide de ses conseillers juridiques.

1.9 Divisions.

For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction's laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to a subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Securities at such time.

ARTICLE 2

THE CREDITS

2.1 Commitments.

(a) Subject to the terms and conditions set forth herein, each Lender commits to make Loans (each such Loan made under this Section 2.1, a “Revolving Loan”) to the Borrower from time to time during the period commencing on the Effective Date and ending on the Maturity Date in an aggregate principal amount up to the amount set forth beside such Lender's name in Schedule A under the heading "Commitment", provided that a Lender shall not be required to extend further credit hereunder if any further extension of credit made by such Lender as requested by the Borrower would result in (i) such Lender's Exposure exceeding such Lender's Commitment, or (ii) the sum of the total Exposure exceeding either the total Commitment or the Borrowing Base. For greater certainty, the F/X Contract Sub-Line and the Letter of Credit Sub-Line are sub-limits within the Commitment, and are not intended to provide available credit in excess of the Commitment limit. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay and reborrow Revolving Loans. In addition, the Borrower may, subject to the Agent's prior written approval in its sole discretion, on at least ten (10) days' prior written notice to the Agent, from time to time permanently increase the Commitment in an aggregate principal amount of up to $20,000,000 (the "Accordion Facility"), provided that (i) such Commitment increase shall be offered to each Lender on a pro rata basis, (ii) each Lender may agree to accept or decline a requested Commitment increase in its sole discretion, (iii) no increase in the Commitments shall be made if a Default or an Event of Default shall have occurred and be continuing or would result after giving effect to such increase, (iv) each such increase shall be in a minimum principal amount of $1,000,000, (v) the Borrower shall pay to the Agent, for the account of the Lenders, a one-time fee in an amount equal to [Redacted]% per annum of the amount of each such Commitment increase, (vi) the Collateral Management Fees contemplated by the Fee Letter shall increase by $[Redacted] per month for each $[Redacted] increase in the principal amount of the Commitments, and (vii) the aggregate principal amount of all such Commitment increases shall not exceed $[Redacted]. The pro rata share of each Lender's Commitment hereunder shall automatically increase as a result of any

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permitted increase in the Commitment hereunder, and Schedule A shall be amended to reflect any such permitted increase.

(b) Subject to the terms and conditions set forth herein, the Issuing Bank commits to make a Letter of Credit facility (the "EDC APSG Facility") in a maximum aggregate principal amount not exceeding U.S.$13,500,000, fully supported by the EDC Letter of Credit Guarantee. Prior to the Maturity Date, the Borrower may request that the Issuing Bank issue such Letters of Credit and the Borrower may avail itself of the EDC APSG Facility at any time and from time to time subject to any Default or Event of Default prior to the Maturity Date, subject to and in accordance with the terms and conditions set forth herein. Each Letter of Credit issued under the EDC APSG Facility shall meet the criteria of Acceptable Credit Support. The Borrower further agrees and acknowledges that the EDC APSG Facility shall immediately cease to be available if the EDC Letter of Credit Guarantee ceases to constitute a valid and enforceable guarantee of payment and performance of the indebtedness, liabilities and obligations under the EDC APSG Facility. CIBC shall have the right and ability to make claims under the EDC Letter of Credit Guarantee, from time to time and at any time, in its sole discretion, directly and independently with EDC.

(c) Subject to the terms and conditions set forth herein, the F/X Bank commits to make a F/X Contracts facility (the "EDC FXG Facility") in a maximum aggregate principal amount not exceeding U.S.$5,000,000, fully supported by the EDC F/X Guarantee. Prior to the Maturity Date, the Borrower may request that the F/X Bank issue such F/X Contracts and the Borrower may avail itself of the EDC FXG Facility at any time and from time to time subject to any Default or Event of Default prior to the Maturity Date, subject to and in accordance with the terms and conditions set forth herein. The Borrower further agrees and acknowledges that the EDC FXG Facility shall immediately cease to be available if the EDC F/X Guarantee ceases to constitute a valid and enforceable guarantee of payment and performance of the indebtedness, liabilities and obligations under the EDC FXG Facility. CIBC shall have the right and ability to make claims under the EDC F/X Guarantee, from time to time and at any time, in its sole discretion, directly and independently with EDC.

2.2 Loans and Borrowings.

(a) Each Revolving Loan shall be made as part of a Borrowing consisting of Revolving Loans made by the Lenders rateably in accordance with their respective Commitments. Each Swingline Loan shall be made in accordance with the procedures set forth in Section 2.19. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender's failure to make Loans as required.

(b) Subject to the Letter of Credit Sub-Line limitation, the F/X Contract Sub-Line limitation, the Borrowing Base limitations and the other limitations on Loans and Borrowings as provided in this Agreement, each Borrowing shall be comprised entirely of Canadian Prime Loans, Daily Compounded CORRA Loan (if approved by the Agent in its sole and unfettered discretion), Term CORRA Loan, Base Rate Loans, SOFR Loans and/or the issuance of Letters of Credit or the entry into F/X Contracts as the Borrower may request in accordance herewith. For greater certainty, the Agent's assistance in obtaining the F/X Contracts and the F/X Bank's agreement to provide the F/X Contracts shall at all times and in all respects be in the Agent's and F/X Bank's sole discretion. Notwithstanding any other provision herein to the contrary, Daily Compounded CORRA Loans shall only become available to the Borrower with the consent of the Agent, in its sole and unfettered discretion, and any request for, or conversion to, a Daily Compounded

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CORRA Loan shall be, unless approved by the Agent as a Daily Compounded CORRA Loan, deemed to be a request for, or conversion to, a Term CORRA Loan.

(c) Each Lender may at its option make any SOFR Loan, Daily Compounded CORRA Loan or Term CORRA Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not result in any increased costs for the Borrower or affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. At the commencement of each Interest Period for any SOFR Loan, Daily Compounded CORRA Loan or Term CORRA Loan, such SOFR Loan shall be in an aggregate amount that is an integral multiple of U.S.$250,000 and not less than U.S.$500,000 and such Daily Compounded CORRA Loan or Term CORRA Loan shall be in an aggregate amount that is an integral multiple of Cdn.$250,000 and not less than Cdn.$500,000. Swingline Loans may be made in any amount. Borrowings of more than one Type may be outstanding at the same time; provided that there shall not at any time be more than a total of five (5) Daily Compounded CORRA Loans, five (5) Term CORRA Loans and five (5) SOFR Loans outstanding.

2.3 Requests for Borrowings.

(a) Borrowings may only be requested for funding after the Effective Date. To request any Borrowing, the Borrower shall notify the Agent of such request by written Borrowing Request (i) in the case of a SOFR Borrowing, not later than 12:00 noon, Toronto time, three (3) Business Days before the date of the proposed Borrowing, (ii) in the case of a Term CORRA Borrowing, not later than 12:00 noon, Toronto time, two (2) Business Days before the date of the proposed Borrowing, (iii) in the case of a Daily Compounded CORRA Borrowing, not later than 12:00 noon, Toronto time, two (2) Business Days before the date of the proposed Borrowing, (iv) in the case of a Canadian Prime Borrowing or a Base Rate Borrowing, not later than 10:00 a.m., Toronto time, on the date of the proposed Borrowing; or (v) in the case of a Letter of Credit in accordance with Section 2.17 or the entry into an F/X Contract in accordance with Section 2.18, not later than 11:00 a.m., Toronto time, five (5) Business Days before the date of the proposed Borrowing (or in each case, such later date and time to which the Agent may agree). The Agent and each Lender are entitled to rely and act upon any written Borrowing Request given or purportedly given by the Borrower, and the Borrower hereby waives the right to dispute the authenticity and validity of any such request or resulting transaction once the Agent or any Lender has advanced funds or the Issuing Bank has issued a Letter of Credit based on such written Borrowing Request. Each such written Borrowing Request shall be substantially in the form of Exhibit B and shall specify the following information:

(i) the aggregate amount of each requested Borrowing and the Type thereof;

(ii) the date of such Borrowing, which shall be a Business Day;

(iii) the currency of such Borrowing, which shall be U.S. Dollars or Canadian Dollars;

(iv) whether such Borrowing is to be a Canadian Prime Borrowing, a Daily Compounded CORRA Borrowing, a Term CORRA Borrowing, a Base Rate Borrowing, a SOFR Borrowing, or the issuance of a Letter of Credit in accordance with Section 2.17 or the entry into an F/X Contract in accordance with Section 2.18;

(v) in the case of a Term CORRA Borrowing, a Daily Compounded CORRA Borrowing or a SOFR Borrowing, the initial Interest Period to be applicable

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thereto, which shall be a period contemplated by the definition of the term "Interest Period"; and

(vi) the location and number of the Borrower's account to which funds are to be disbursed, which shall comply with the requirements of this Agreement.

Term CORRA Borrowings shall be available to the Borrower, pursuant to the terms of this Agreement.

(b) If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Canadian Prime Borrowing (if denominated in Canadian Dollars) or a Base Rate Borrowing (if denominated in U.S. Dollars). If no currency is specified, the Borrowing shall be denominated in Canadian Dollars. If no Interest Period is specified with respect to any requested Term CORRA Borrowing, Daily Compounded CORRA Borrowing or a SOFR Borrowing, then the Borrower shall be deemed to have selected an Interest Period of a one month duration.

(c) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request. Thereafter, the Borrower may elect to convert a Borrowing to a different Type or to continue such Borrowing and, in the case of (i) a SOFR Borrowing, may elect a new Interest Period therefor, or (ii) a Term CORRA Borrowing or a Daily Compounded CORRA Borrowing, may elect a new Interest Period therefor, all as provided in this Section 2.3(c). The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing in accordance with their Applicable Percentage, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section 2.3(c) shall not apply to Swingline Loans, which may not be converted or continued as Swingline Loans. To make an election pursuant to this Section 2.3(c), the Borrower shall notify the Agent of such election in the manner and by the time that a Borrowing Request would be required under Section 2.3(a) if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. In addition to the information specified in Section 2.3(a), each Borrowing Request shall specify the Borrowing to which such request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing.

(d) In the absence of a timely and proper election with regard to (i) SOFR Borrowings, the Borrower shall be deemed to have elected to convert such SOFR Borrowings to Base Rate Borrowings on the last day of the Interest Period of the relevant SOFR Borrowings, and (ii) Daily Compounded CORRA Borrowings or Term CORRA Borrowings, the Borrower shall be deemed to have elected to convert such Daily Compounded CORRA Borrowings or Term CORRA Borrowings to Canadian Prime Borrowings on the last day of the Interest Period of the relevant Daily Compounded CORRA Borrowings or Term CORRA Borrowings.

(e) The Agent shall not incur any liability to the Borrower as a result of acting in accordance with any notice or request referred to in this Section 2.3, which notice or request the Agent believes in good faith to have been given by an officer duly authorized by the Borrower to request Loans on its behalf or for otherwise acting in good faith under this Section 2.3, and the crediting of Loans to the Borrower's disbursement accounts, or transmittal to such Person or other bank account as the Borrower shall direct, shall conclusively establish the obligation of the Borrower to repay such Loans as provided herein. Nothing herein shall, however, release or be deemed to release the Agent in respect of its gross negligence or wilful misconduct.

(f) Except to the extent otherwise permitted to the contrary hereunder, any Borrowing Request made pursuant to in this Section 2.3 shall be irrevocable and the Borrower shall be bound to borrow the funds requested therein in accordance therewith.

2.4 Funding of Borrowings.

(a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, Toronto time, to the account of the Agent most recently designated by it for such purpose by notice to the Lenders; provided that Swingline Loans shall be made as provided in Section 2.19. The Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower and designated by the Borrower in the applicable Borrowing Request. The Borrower shall satisfy Reimbursement Obligations promptly as they arise by way of a request for a Loan and all Loans made hereunder to satisfy Reimbursement Obligations: (i) in respect of any Letter of Credit shall be remitted by the Agent to the Issuing Bank in accordance with such Letter of Credit (unless the Issuing Bank has already been fully reimbursed directly by the Borrower in respect of drawings under the Letter of Credit), and (ii) in respect of any F/X Contract shall be remitted by the Agent to the F/X Bank in accordance with such F/X Contract (unless the F/X Bank has already been fully reimbursed directly by the Borrower in respect of all such losses in respect of the F/X Contract).

(b) The Agent may, upon notice given by the Agent no later than 12:00 p.m. Toronto time on any Settlement Date, request each Lender to make, and each Lender hereby agrees to make, a Revolving Loan in an amount equal to such Lender's Applicable Percentage (calculated with respect to the aggregate Commitments then outstanding) of the aggregate amount of the Revolving Loans made by the Agent from the preceding Settlement Date to the date of such notice. Each Lender's obligation to make the Revolving Loans and to make the settlements pursuant to this Section 2.4 shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defence or other right which any such Lender or the Borrower may have against the Agent, the Borrower, any Lender or any other Person for any reason whatsoever; (ii) any adverse change in the condition (financial or otherwise) of the Borrower; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Without limiting the liability and obligation of each Lender to make such advances, the Borrower authorizes the Agent to charge the Borrower's loan account to the extent amounts received from the Lenders are not sufficient to repay in full the amount of any such deficiency. To the extent that any Lender has failed to fund all such payments and Revolving Loans, the Agent shall be entitled to set off the funding short-fall against that Lender's pro rata share of all payments received from the Borrower.

(c) The Agent, for the account of the Lenders, shall disburse all amounts to the Borrower and shall handle all collections. It is understood that for purposes of advances to the Borrower and for purposes of this Section 2.4, the Agent is using the funds of the Agent.

(d) Unless the Agent shall have been notified in writing by any Lender prior to any advance to the Borrower that such Lender will not make the amount which would constitute its share of the Borrowing on such date available to the Agent, the Agent may assume that such Lender shall make such amount available to the Agent on a Settlement Date, and the Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. A certificate of the Agent submitted to any Lender with respect to any amount owing under this Section 2.4 shall be conclusive, absent manifest error. If such Lender's share of such Borrowing is not in fact made available to the Agent by such Lender on the Settlement Date, the Agent shall

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be entitled to recover such amount with interest thereon at the rate per annum applicable to Revolving Loans hereunder, on demand, from the Borrower without prejudice to any rights which the Agent may have against such Lender hereunder. Nothing contained in this Agreement shall relieve any Lender which has failed to make available its Applicable Percentage of any borrowing hereunder from its obligation to do so in accordance with the terms thereof. Nothing contained herein shall be deemed to obligate the Agent to make available to the Borrower the full amount of a requested advance when the Agent has any notice (written or otherwise) that any of the Lenders will not advance its Applicable Percentage thereof.

(e) On the Settlement Date, the Agent and the Lenders shall each remit to the other, in immediately available funds, all amounts necessary so as to ensure that, as of the Settlement Date, the Lenders shall have their Applicable Percentage share of all outstanding Obligations.

(f) The Agent shall forward to each Lender, at the end of each calendar month, a copy of the account statement rendered by the Agent to the Borrower.

(g) The Agent shall, after receipt of any interest and fees earned under this Agreement, promptly remit to the Lenders their Applicable Percentage of any (i) fees they are entitled to receive, and (ii) interest computed at the rate and as provided for in this Agreement on all outstanding amounts advanced by the Lenders on each Settlement Date, prior to adjustment, that are subsequent to the last remittance by the Agent to the Lenders of such interest amounts. This shall not apply to fees in respect of F/X Contracts, which shall be retained by the F/X Bank.

2.5 Interest.

(a) The Loans comprising each Canadian Prime Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 days or 366 days, as the case may be) at a rate per annum equal to the Canadian Prime Rate plus the Applicable Margin from time to time in effect. The Loans comprising each Base Rate Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days at a rate per annum equal to the Base Rate plus the Applicable Margin from time to time in effect. The Loans comprising each SOFR Borrowing shall bear interest (computed on the basis of the actual number of days in the relevant Interest Period over a year of 360 days) at Adjusted Term SOFR for the Interest Period in effect for such SOFR Borrowing plus the Applicable Margin in effect on the first day of the relevant Interest Period. The Loans comprising each Term CORRA Borrowing shall bear interest (computed on the basis of the actual number of days in the relevant Interest Period over a year of 365 days or 366 days, as the case may be) at Adjusted Term CORRA for the Interest Period in effect for such Term CORRA Borrowing plus the Applicable Margin in effect on the first day of the relevant Interest Period. The Loans comprising each Daily Compounded CORRA Borrowing shall bear interest (computed on the basis of the actual number of days in the relevant Interest Period over a year of 365 days or 366 days, as the case may be) at Adjusted Daily Compounded CORRA for the Interest Period in effect for such Daily Compounded CORRA Borrowing plus the Applicable Margin in effect on the first day of the relevant Interest Period.

(b) If a Default or an Event of Default has occurred and is continuing, all amounts outstanding hereunder (including, without duplication, all Loans and all Letter of Credit Exposure and Swap Exposure (including F/X Exposure)) shall bear interest, after as well as before judgment, at a rate per annum equal to [Redacted]% plus the rate otherwise applicable to such Loan or, in the case of any amount not constituting principal or interest on a Loan, at a rate equal to [Redacted]% plus the rate otherwise applicable to, in the case of Canadian Dollar amounts, Canadian Prime Loans, or in the case of U.S. Dollar amounts, Base Rate Loans.

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(c) Accrued interest on each Loan shall be payable in arrears on the earlier of (i) each applicable Interest Payment Date, and (ii) the date of termination of the Commitments. In addition, in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment.

(d) All interest hereunder shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Any Loan that is repaid on the same day on which it is made shall bear interest for one day. The applicable Canadian Prime Rate, Base Rate, Adjusted Term SOFR, Adjusted Term CORRA or Adjusted Daily Compounded CORRA shall be determined by the Agent, and such determination shall be conclusive absent manifest error.

(e) For the purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest or any fee to be paid hereunder or in connection herewith is to be calculated on the basis of a 360-day or 365-day year, the yearly rate of interest to which the rate used in such calculation is equivalent is the rate so used multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360 or 365, as applicable. The rates of interest under this Agreement are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement. The Borrower acknowledges and confirms that each Credit Party is able to calculate the yearly rate or percentage of interest payable under any Loan Document based upon the methodology set out in this Section 2.5(e).

(f) The Borrower agrees not to, and to cause each Credit Party not to, plead or assert, whether by way of defence or otherwise, in any proceeding relating to the Loan Documents, that the interest payable thereunder and the calculation thereof has not been adequately disclosed to any Credit Party, whether pursuant to Section 4 of the Interest Act (Canada) or any other Applicable Law or legal principle.

(g) If any provision of this Agreement would oblige the Borrower to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by any Applicable Law or would result in a receipt by that Lender of "interest" at a "criminal rate" (as such terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by Applicable Law or so result in a receipt by that Lender of "interest" at a "criminal rate", such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows:

(i) first, by reducing the amount or rate of interest required to be paid to the affected Lender under Section 2.5;

(ii) second, by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid to the affected Lender which would constitute interest for purposes of section 347 of the Criminal Code (Canada);

(iii) third, by reducing the amount of principal Exposure outstanding; and

(iv) thereafter, by returning any remaining amount to the Borrower.

(h) Notwithstanding anything to the contrary contained in this Agreement, if, as a result of any restatement or other adjustment to the financial statements delivered under this Agreement (including any adjustment to unaudited financial statements as a result of subsequent audited

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financial statements) or for any other reason (including an adjustment on any subsequent Borrowing Base Report delivered hereunder), the Borrower, the Agent or the Lenders determine that Excess Availability as of any applicable date was inaccurate and, as a result of such inaccuracy, the Applicable Margin applicable to any Loans or any fees for any period was lower than would otherwise be the case had such inaccuracy not occurred, then the Borrower shall immediately and retroactively be obligated to pay to the Agent for the account of the applicable Lenders, promptly on demand by the Agent (or, if an Event of Default pursuant to any of Sections 7.1(h) or (i) shall have occurred and is continuing, automatically and without further action by the Agent), an amount equal to the excess of the amount of interest and fees that should have been paid by the Borrower for such period over the amount of interest and fees actually paid by the Borrower for such period, plus interest on such amount at the rate otherwise applicable herein. The Borrower's obligations under this Section 2.5(g) shall survive the termination of the Commitments and the repayment of all Indebtedness hereunder.

2.6 Termination and Reduction of Commitments.

(a) Unless previously terminated and subject to any earlier demand for payment upon the occurrence of an Event of Default, the Commitments shall terminate on the Maturity Date.

(b) The Borrower may, upon three (3) Business Days prior written notice to the Agent (or such shorter period to which the Agent may agree), permanently cancel any unused portion of the Commitments. The Agent shall promptly notify each Lender of the receipt by the Agent of any such notice. Any such cancellation shall be applied rateably in respect of the Commitments of each Lender. Each notice delivered by the Borrower pursuant to this Section 2.6(b) shall be irrevocable, but may be conditional. Notwithstanding the termination of this Agreement, until all Obligations are irrevocably and indefeasibly paid and performed in full (including (x) repayment of all Loans in accordance with Section 2.9(e), (y) cash collateralization, security or other arrangements acceptable to the applicable Secured Party in respect of Bank Product Obligations, and (z) cash collateralization of any outstanding Letters of Credit at 103% of the face amount thereof (if such Letters of Credit have an expiry date on, or within 30 days after, the effective date of termination of this Agreement)), the Credit Parties shall remain bound by the terms of this Agreement and under the Loan Documents and shall not be relieved of any of their Obligations and the Agent, Lenders, the Issuing Bank and the F/X Bank shall retain all their rights and remedies hereunder and under the Loan Documents (including in all then existing and after-arising Collateral).

(c) Unless the Commitments have been previously terminated, upon the occurrence of the Maturity Date, the Commitment of each Lender shall be permanently reduced to an amount equal to the amount of the Loans made by such Lender at such date and the Commitment shall be permanently reduced by an amount equal to such reduction of such Commitment.

(d) Subject to the other terms and conditions of this Agreement and unless the Commitments have been earlier terminated, the Commitments shall be available hereunder from the Effective Date until the Maturity Date.

2.7 Repayment of Loans.

The Borrower hereby unconditionally promises to pay to (i) the Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan and all other Obligations on the earlier of the Maturity Date and the date that the Commitment is terminated pursuant to Section 2.6(b) or Section 7.1, and (ii) the Swingline Lender the then unpaid principal amount of each Swingline Loan outstanding on the earlier of (y) the earlier of the Maturity Date and the date

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that the Revolving Credit Commitment is terminated pursuant to Section 2.6(b) or Section 7.1, and (z) the first date after such Swingline Loan is made that is the 15th or last day of a calendar month; provided that on each date that a Revolving Loan is made, the Borrower shall repay all Swingline Loans then outstanding.

2.8 Evidence of Debt.

(a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such Lender resulting from each Borrowing made by such Lender hereunder, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(b) The Agent shall maintain accounts in which it shall record (i) the amount of each Borrowing made hereunder, the Type thereof and, in the cases of Term CORRA Loans, Daily Compounded CORRA Loans and SOFR Loans, the relevant Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder, and (iii) the amount of any sum received by the Agent hereunder for the account of the Lenders and each Lender's share thereof.

(c) The entries made in the accounts maintained pursuant to Sections 2.8(a) and (b) shall be conclusive evidence (absent manifest error) of the existence and amounts of the obligations recorded therein and shall be admissible in any action or proceeding arising therefrom; provided that the failure of any Lender or the Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Borrowings in accordance with the terms of this Agreement. In the event of a conflict between the records maintained by the Agent and any Lender, the records maintained by the Agent shall govern (absent manifest error).

(d) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

2.9 Prepayments.

(a) Mandatory Borrowing Base Prepayments. Subject to Section 2.9(c), if at any time the aggregate Exposure of all Lenders is in excess of (i) the Borrowing Base or (ii) the total Commitment, the Borrower shall, upon request by the Agent, promptly pay to the Agent, for the account of the Lenders, the amount of such excess to be applied (i) first, in satisfaction of all Reimbursement Obligations, if any, outstanding at such time, (ii) second, as a prepayment of the Revolving Loans, and (iii) third, as Cover for any remaining Letter of Credit Exposure and Swap Exposure (including F/X Exposure) in an amount of such remaining excess.

(b) Application of Cover Amount. The amount of Cover shall be paid by the Borrower under Section 2.9(a) to the Agent and retained by the Agent in a collateral account maintained by the Agent at its Payment Office and collaterally assigned to, or charged or hypothecated in favour of, the Agent as security until such time as the applicable Letters of Credit and F/X Contracts shall have expired or matured and Reimbursement Obligations, if any, with respect thereto shall have been fully satisfied; provided that if any such Reimbursement Obligations are not satisfied when

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due hereunder, the Agent may apply any or all amounts in such collateral account in satisfaction of any or all such Reimbursement Obligations.

(c) Currency Fluctuations. If at any time, the aggregate Canadian $ Equivalent Exposure of all Lenders is in excess of (i) the Borrowing Base or (ii) the total Commitment as a result of fluctuations in the Canadian $ / U.S. $ exchange rate (any such excess being referred to in this Section as an “Excess Amount”), then the Borrower will, at the request of the Agent, forthwith repay to the Agent, for the account of each applicable Lender, an amount equal to its Applicable Percentage of such Excess Amount. The Agent shall request repayment of any Excess Amount forthwith upon request therefor by any Lender, but the Agent is not otherwise required to monitor Excess Amount levels or to request repayment thereof.

(d) Insurance Proceeds. The Borrower shall prepay to the Agent, for the account of each applicable Lender, an amount of all net proceeds from insurance required by Section 5.9(b) to be applied in repayment of the Loans.

(e) Voluntary Prepayment. The Borrower may, upon delivery of a Repayment Notice to the Agent (delivered in accordance with the notice periods applicable to delivery of a Borrowing Request under Section 2.3(a)), prepay all or any part of a Borrowing or a Loan (provided that any such prepayment of part of a Term CORRA Loan, a Daily Compounded CORRA Loan or a SOFR Loan, and any Term CORRA Loan, Daily Compounded CORRA Loan or SOFR Loan not repaid by such partial payment, shall be in amounts contemplated by Section 2.2(c)), provided that any voluntary or mandatory repayment of a Term CORRA Loan, a Daily Compounded CORRA Loan or a SOFR Loan or part thereof may only be repaid (i) on the last day of the Interest Period applicable to such loan or, (ii) if earlier than the last day of the applicable Interest Period, with the repayment of any and all breakage costs, fees and expenses as a result of such premature payment in accordance with Section 2.12. No Repayment Notice shall be required for any prepayment of a Swingline Loan or any mandatory repayment of a Term CORRA Loan, a Daily Compounded CORRA Loan or a SOFR Loan. Each Repayment Notice delivered hereunder shall be irrevocable. No prepayment under this Section 2.9(e) shall permanently reduce or terminate any of the Commitments.

(f) Notice by Agent. Upon receipt of any prepayment or Repayment Notice pursuant to this Section 2.9, the Agent shall promptly notify each applicable Lender of the contents thereof and of such Lender’s Applicable Percentage of such prepayment. Each Repayment Notice provided by the Borrower in respect of any permanent repayment or prepayment hereunder shall be in the form of Exhibit F and shall be irrevocable at such time as the Agent or any Lender has commenced taking any action pursuant to any such prepayment notice.

2.10 Fees.

(a) The Borrower shall pay to the Agent for the account of and distribution to each Lender rateably in accordance with each such Lender’s Applicable Percentage, in Canadian Dollars, an unused line fee (the “Unused Line Fee”) for the period commencing on the Effective Date to and including the Maturity Date (or such earlier date as the Commitments shall have been terminated entirely) computed at a rate per annum equal to the Unused Line Fee Rate on the average daily excess amount of the aggregate Commitments in effect at such time (taking any availment of the Accordion Facility into account) over the aggregate Exposure (but excluding, solely for the purpose of this Section 2.10, any Swap Exposure (including F/X Exposure)). The Unused Line Fees on the Commitments shall be calculated monthly in arrears on the last Business Day of each calendar month (and on the date on which the Commitments terminate) and each such calculated amount shall be payable on the first Business Day of the immediately

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following calendar month (or on the date on which the Commitments terminate, as the case may be). All Unused Line Fees shall be computed on the basis of a year of 365 or 366 days, as the case may be, and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(b) The Borrower agrees to pay to the Agent for the account of each Lender rateably in accordance with each Lender's Applicable Percentage, a fee (a "Letter of Credit Fee") with respect to the provision of Letters of Credit, at the rate of [Redacted]% per annum on the average daily amount of the Letter of Credit Exposure with respect to documentary Letters of Credit and at the rate of [Redacted]% per annum on the average daily amount of the Letter of Credit Exposure with respect to standby Letters of Credit, in each case during the period from and including the Effective Date (or the date on which any Letter of Credit Exposure first exists to but excluding the latter of: (i) the date of termination of the Commitments and (ii) the date on which there ceases to be any Letter of Credit Exposure. All such Letter of Credit Fees shall be calculated monthly in arrears on the last Business Day of each calendar month (and on the date on which the Commitments terminate) and each such calculated amount shall be payable on the first Business Day of the immediately following calendar month (or on the date on which the Commitments terminate, as the case may be); provided that all Letter of Credit Fees, together with all Standard Letter of Credit Fees (as defined below), accruing after the date on which the Commitments terminate shall be payable on demand. All Standard Letter of Credit Fees payable pursuant to this Section 2.10(b) shall be computed on the basis of a year of 365 or 366 days, as the case may be, and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The Borrower also agrees to pay to the Issuing Bank, the Issuing Bank's standard fees (the "Standard Letter of Credit Fees") with respect to the issuing, administration, handling, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Such Standard Letter of Credit Fees shall be payable within 10 days after demand by the Agent or the Issuing Bank. It is acknowledged and agreed by the Lenders that the Issuing Bank may charge fees and other amounts directly to the Agent as a condition to issuing Letters of Credit and such fees and other amounts, to the extent that the Agent has not been reimbursed therefor by the Borrower, shall be charged by the Agent against each Lender's rateable share (taking into account each such Lender's Applicable Percentage) of other amounts owing from the Agent to each Lender (including each such Lender's rateable share of Letter of Credit Fees).

(d) [Reserved]

(e) [Reserved]

(f) The Borrower agrees to pay to the Agent, for its own account, fees payable in the amounts and at the times separately agreed upon in writing between the Borrower and the Agent.

(g) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Agent, for its own account or for distribution to the Lenders or CIBC, as the case may be. The Borrower irrevocably and unconditionally authorizes the Agent to debit the Borrower's accounts and/or to cause a deemed Borrowing under the Credit (the proceeds of which shall be retained by the Agent for the benefit of itself, the Lenders and/or CIBC, as applicable), in each case, from time to time to satisfy any unpaid fee payable under this Section 2.10. Fees paid shall not be refundable except in the case of manifest error in the calculation of any fee payment.

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2.11 Increased Costs; Illegality; Alternate Rate of Interest; Replacement of Lenders; Benchmark Replacement.

(a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender; or

(ii) impose on any Lender or the Issuing Bank or the interbank market any other condition affecting this Agreement (including the imposition on any Lender of, or any change to, any Tax or other charge with respect to its Loans or any Letter of Credit or participation therein, or its obligation to make Loans or any Letter of Credit but excluding (A) Indemnified Taxes, (B) Taxes described in clauses (b), (c), (d), (e) and (f) of the definition of Excluded Taxes and (C) Connection Income Taxes);

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender of participating in, issuing or maintaining any Letter of Credit or any Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender, such additional amount or amounts as will compensate such Lender, for such additional costs incurred or reduction suffered.

(b) If any Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender's capital or liquidity or on the capital or liquidity of such Lender's holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or such Lender's holding company could have achieved but for such Change in Law (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy or liquidity) and such Lender's desired return on capital, then from time to time the Borrower will pay to such Lender, such additional amount or amounts as will compensate such Lender or such Lender's holding company for any such reduction suffered. Notwithstanding anything herein to the contrary, (a) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, and Basel Committee on Banking Supervision (or any successor or similar authority) or by United States, Canadian or foreign regulatory authorities, in each case pursuant to Basel III, and (b) the Dodd-Frank Wall Street Reform and Consumer Protection Act (United States) and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a Change in Law for purposes of this Section 2.11(b) regardless of the date enacted, adopted, issued or implemented.

(c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender as specified in Sections 2.11(a) or (b), together with a brief description of the Change of Law, shall be delivered to the Borrower, and shall be conclusive absent manifest error. In preparing any such certificate, a Lender shall be entitled to use averages and to make reasonable estimates, and shall not be required to "match contracts" or to isolate particular transactions. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

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(d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.11 shall not constitute a waiver of such Lender's right to demand such compensation.

(e) In the event that any Lender shall have determined (which determination shall be reasonably exercised and shall, absent manifest error, be final, conclusive and binding upon all parties) at any time that the current or reasonably expected foreign currency markets are unusually unstable or that the making or continuance of any Loan denominated in a currency other than Canadian Dollars has become unlawful or materially restricted as a result of compliance by such Lender in good faith with any Applicable Law, or by any applicable guideline or order (whether or not having the force of law and whether or not failure to comply therewith would be unlawful), then, in any such event, such Lender shall give prompt notice (by telephone and confirmed in writing) to the Borrower and to the Agent of such determination (which notice the Agent shall promptly transmit to the other Lenders). Upon the giving of the notice to the Borrower referred to in this Section 2.11(e), the Borrower's right to request (by continuation, conversion or otherwise), and such Lender's obligation to make, Loans denominated in a currency other than Canadian Dollars shall be immediately suspended, and thereafter any requested Borrowing of Loans denominated in a currency other than Canadian Dollars shall, as to such Lender only, be deemed to be a request for a Canadian Prime Loan, and if the affected Loan or Loans are then outstanding, the Borrower shall immediately, or if permitted by Applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Agent and the affected Lender, convert each such Loan denominated in a currency other than Canadian Dollars into a Canadian Prime Loan, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated the same pursuant to this Section 2.11(e).

(f) If prior to the commencement of any Interest Period for a Term CORRA Loan, a Daily Compounded CORRA Loan, or a SOFR Loan, the Agent is advised by a Lender that:

(A) Adjusted Term CORRA for such Interest Period will not adequately and fairly reflect the cost to such Lender of making or maintaining its Term CORRA Loans for such Interest Period;

(B) Adjusted Daily Compounded CORRA for such Interest Period will not adequately and fairly reflect the cost to such Lender of making or maintaining its Daily Compounded CORRA Loans for such Interest Period; or

(C) Adjusted Term SOFR for such Interest Period will not adequately and fairly reflect the cost to such Lender of making or maintaining its SOFR Loans for such Interest Period,

then the Agent shall give written notice thereof to the Borrower and the Lenders as promptly as practicable thereafter and, until the Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (A) any Borrowing Request that requests the conversion of any Loan to, or continuation of any Loan as, a Term CORRA Loan, a Daily Compounded CORRA Loan or a SOFR Loan, as applicable, shall be ineffective, and (B) if any Borrowing Request requests a Term CORRA Loan, a Daily Compounded CORRA Loan or a SOFR Loan, as applicable, such Borrowing shall be made as a Canadian Prime Loan or a Base Rate Loan, as applicable; provided that if the circumstances giving rise to such notice do not affect all the Lenders, then requests by the Borrower for Term CORRA Loans, Daily Compounded CORRA Loans or SOFR Loans, as applicable, may be made to Lenders that are not affected thereby.

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(g) Benchmark Replacement.

(i) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior any setting of the then-current Benchmark, then (i) if a Benchmark Replacement is determined in accordance with clause (a) of the definition of "Benchmark Replacement" for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (ii) if a Benchmark Replacement is determined in accordance with clause (b) of the definition of "Benchmark Replacement" for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis. No Swap Contract shall be deemed to be a "Loan Document" for purposes of this Section 2.11(g).

(ii) Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

(iii) Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (i) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.11(g)(iv) and (ii) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.11(g), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other

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Loan Document, except, in each case, as expressly required pursuant to this Section 2.11(g).

(iv) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Agent may modify the definition of "Interest Period" (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Agent may modify the definition of "Interest Period" (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(v) Benchmark Unavailability Period. Upon the Borrower's receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a SOFR Borrowing of, conversion to or continuation of SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate.

(vi) Defined Terms. As used in this Section 2.11(g) or otherwise with respect to Term SOFR Reference Rate:

"Available Tenor" means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (a) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (b) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of "Interest Period" pursuant to Section 2.11(g)(iv).

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"Benchmark" means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then "Benchmark" means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.11(g)(i).

"Benchmark Replacement" means, with respect to for any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by the Agent for the applicable Benchmark Replacement Date:

(a) the sum of (i) Daily Simple SOFR and (ii) [Redacted]% ([Redacted] basis points)/ [Redacted]% ([Redacted] basis points); and

(b) the sum of: (i) the alternate benchmark rate that has been selected by the Agent and the Borrower giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities and (ii) the related Benchmark Replacement Adjustment.

If the Benchmark Replacement as determined pursuant to clause (1), or (2) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

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

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

(a) in the case of clause (a) or (b) of the definition of "Benchmark Transition Event," the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

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(b) in the case of clause (c) of the definition of "Benchmark Transition Event," the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

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

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

(a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

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

(c) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

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

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"Benchmark Transition Start Date" means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).

"Benchmark Unavailability Period" means, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with this Section 2.11(g), and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with this Section 2.11(g).

"Conforming Changes" means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of "Base Rate," the definition of "Business Day," the definition of "U.S. Government Securities Business Day," the definition of "Interest Period" or any similar or analogous definition (or the addition of a concept of "interest period"), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 2.11(g) and other technical, administrative or operational matters) that the Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Agent in a manner substantially consistent with market practice (or, if the Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

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

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

"Unadjusted Benchmark Replacement" means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

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(h) Canadian Benchmark Replacement.

(i) Canadian Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Canadian Benchmark Transition Event and its related Canadian Benchmark Replacement Date have occurred prior any setting of the then-current Canadian Benchmark, then (x) if a Canadian Benchmark Replacement is determined in accordance with clause (a) of the definition of "Canadian Benchmark Replacement" for such Canadian Benchmark Replacement Date, such Canadian Benchmark Replacement will replace such Canadian Benchmark for all purposes hereunder and under any Loan Document in respect of such Canadian Benchmark setting and subsequent Canadian Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Canadian Benchmark Replacement is determined in accordance with clause (b) of the definition of "Canadian Benchmark Replacement" for such Canadian Benchmark Replacement Date, such Canadian Benchmark Replacement will replace such Canadian Benchmark for all purposes hereunder and under any Loan Document in respect of any Canadian Benchmark setting at or after 5:00 p.m. (Toronto time) on the fifth (5th) Business Day after the date notice of such Canadian Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Agent has not received, by such time, written notice of objection to such Canadian Benchmark Replacement from Lenders comprising the Required Lenders. If the Canadian Benchmark Replacement is Adjusted Daily Compounded CORRA, all interest payments will be payable on the last day of each Interest Period. No Swap Contract shall be deemed to be a "Loan Document" for purposes of this Section 2.11(h).

(ii) Canadian Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Canadian Benchmark Replacement, the Agent will have the right to make Canadian Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Canadian Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

(iii) Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Canadian Benchmark Replacement and (ii) the effectiveness of any Canadian Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Canadian Benchmark Replacement. The Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Canadian Benchmark pursuant to Section 2.11(h)(iv) and (y) the commencement of any Canadian Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of

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Lenders) pursuant to this Section 2.11(h), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11(h).

(iv) Unavailability of Tenor of Canadian Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Canadian Benchmark Replacement), (i) if the then-current Canadian Benchmark is a term rate (including Term CORRA) and either (A) any tenor for such Canadian Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Canadian Benchmark has provided a public statement or publication of information announcing that any tenor for such Canadian Benchmark is not or will not be representative, then the Agent may modify the definition of "Interest Period" (or any similar or analogous definition) for any Canadian Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Canadian Benchmark (including a Canadian Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Canadian Benchmark (including a Canadian Benchmark Replacement), then the Agent may modify the definition of "Interest Period" (or any similar or analogous definition) for all Canadian Benchmark settings at or after such time to reinstate such previously removed tenor.

(v) Canadian Benchmark Unavailability Period. Upon the Borrower's receipt of notice of the commencement of a Canadian Benchmark Unavailability Period, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Loans, which are of the Type that have a rate of interest determined by reference to the then-current Canadian Benchmark, to be made, converted or continued during any Canadian Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to, Canadian Prime Loans.

(i) If any Lender requests compensation under this Section 2.11, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Lender Affiliates, if, in the judgment of such Lender, such designation or assignment (a) would eliminate or reduce amounts payable pursuant to Section 2.11 or 2.13, as the case may be, in the future, and (b) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be

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disadvantageous to such Lender. The Borrower shall pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

2.12 Break Funding Payments.

In the event of (a) the failure by the Borrower to borrow, convert, continue or prepay any Loan on the date specified in any notice delivered by the Borrower pursuant hereto, or (b) the payment or conversion of any principal of any Daily Compounded CORRA Loan, Term CORRA Loan or SOFR Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), or (c) the prepayment or conversion of any Daily Compounded CORRA Loan, Term CORRA Loan or SOFR Loan other than on the last day of the Interest Period applicable thereto, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.12 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

2.13 Taxes.

(a) Any and all payments by or on account of any obligation of the Credit Parties hereunder shall be made free and clear of and without deduction or withholding for any Taxes except as required by Applicable Law. If any Credit Party shall be required by Applicable Law to deduct or withhold any Taxes from such payments, then (i) if such Taxes are Indemnified Taxes, the sum payable shall be increased as necessary so that, after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this Section 2.13), the Agent, or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deduction or withholding been made, (ii) the Credit Parties shall make such deduction or withholding, and (iii) the Credit Parties shall pay to the relevant Governmental Authority in accordance with Applicable Law the full amount deducted or withheld.

(b) In addition to the payments by the Credit Parties required by Section 2.13(a), the Credit Parties shall pay any and all present or future stamp or documentary Taxes or any other excise or property Taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement to the relevant Governmental Authority in accordance with Applicable Law.

(c) The Credit Parties shall, jointly and severally, indemnify the Agent, and each Lender, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes paid by the Agent, such Lender, as the case may be, on or with respect to any payment by or on account of any obligation of the Credit Parties hereunder (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.13) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Credit Parties by a Lender, or by the Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(d) As soon as reasonably practicable after any payment of Indemnified Taxes by a Credit Party to a Governmental Authority pursuant to this Section 2.13, such Credit Party shall deliver to the Agent the original or a certified copy of a receipt issued by such Governmental

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Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Agent.

(e) If the Agent or a Lender determines, in its Permitted Discretion, that it has received a credit for, refund of, or recovered any Taxes as to which it has been indemnified by the Credit Parties or with respect to which a Credit Party has paid additional amounts pursuant to this Section 2.13 and, in the Agent's or such Lender's opinion, such refund amount is both reasonably identifiable and quantifiable by it without involving it in an unacceptable administrative burden, it shall pay over an amount equal to such credit, refund or amount recovered to such Credit Party (but only to the extent of indemnity payments made, or additional amounts paid, by the Credit Party under this Section 2.13 with respect to the Taxes giving rise to such refund, and only to the extent that the Agent or Lender, as applicable, is satisfied that it may do so without prejudice to its right, as against the relevant Governmental Authority, to retain such refund), net of all out-of-pocket expenses of the Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such credit, refund or amount recovered); provided, that the Credit Party, upon the written request of the Agent or such Lender, as applicable, agrees to repay the amount paid over to such Credit Party pursuant to this Section 2.13 (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Agent or such Lender, as applicable, if the Agent or such Lender is required to repay such credit, refund or amount recovered to such Governmental Authority. Nothing herein contained shall (i) interfere with the right of the Agent or any Lender to arrange its affairs in whatever manner it thinks fit and, in particular, no Lender shall be under any obligation to claim relief for tax purposes on its corporate profits or otherwise, or to claim such relief in priority to any other claims, reliefs, credits or deductions available to it, or (ii) require the Agent or any Lender to make available its tax returns (or any other information relating to its Taxes which it deems confidential) to the Credit Parties or any other Person.

(f) Status of Lender

(i) Any Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Agent, at the time or times reasonably requested by the Borrower or the Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Borrower or the Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Agent as will enable the Borrower or the Agent to determine whether or not such Recipient is subject to backup withholding or information reporting requirements.

(ii) Without limiting the generality of the foregoing,

(A) each Lender that is a U.S. Person shall deliver to the Borrower and the Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding Tax;

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(B) each Lender that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Agent), whichever of the following is applicable:

(I) in the case of a Lender claiming the benefits of an income Tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the "interest" article of such treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the "business profits" or "other income" article of such treaty;

(II) executed copies of IRS Form W-8ECI;

(III) in the case of a Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit B-1 to the effect that such Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code, a "10 percent shareholder" of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a "controlled foreign corporation" related to the Borrower as described in Section 881(c)(3)(C) of the Code (a "U.S. Tax Compliance Certificate") and (y) executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E; or

(IV) to the extent a Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit B-2 or Exhibit B-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Lender is a partnership and one or more direct or indirect partners of such Lender are claiming the portfolio interest exemption, such Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit B-4 on behalf of each such direct and indirect partner;

(C) each Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the

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Agent), executed copies of any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower or the Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Recipient under any Loan Document would be subject to withholding Tax imposed by FATCA if such Recipient 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 Recipient shall deliver to the Borrower and the Agent at the time or times prescribed by Applicable Law and at such time or times reasonably 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 reasonably 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 Recipient has complied with its obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Recipient agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Agent in writing of its legal inability to do so.

(g) Each Party's obligations under this Section 2.13 shall survive the resignation or replacement of the Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, the expiration or cancellation of all Letters of Credit and the repayment, satisfaction or discharge of all obligations hereunder or under any other Loan Document.

(h) For purposes of this Section 2.13, the term "Applicable Law" includes FATCA and the term "Lender" includes any Issuing Bank.

2.14 Payments Generally; Pro Rata Treatment; Sharing of Set-offs.

(a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or amounts payable in respect of amounts payable under any of Sections 2.11, 2.12 or 2.13, or amounts otherwise payable hereunder) prior to 1 p.m., Toronto time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Agent at the Payment Office, except that payments pursuant to any indemnities contained herein shall be made directly to the Persons entitled thereto. The Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest,

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interest thereon shall be payable for the period of such extension, provided that, in the case of any payment with respect to a Daily Compounded CORRA Loan, Term CORRA Loan or SOFR Loan, the date for payment shall be advanced to the next preceding Business Day if the next succeeding Business Day is in a subsequent calendar month. All payments under this Section 2.14 in respect of Loans shall be made in the currency in which such Loans were denominated and all other payments under this Section 2.14 shall be made in Canadian Dollars. The Borrower hereby authorizes the Agent to debit the Borrower's loan account to effect any payment due and unpaid to the Lenders or the Agent pursuant to this Agreement. Any resulting overdraft in such account shall be payable by the Borrower to the Agent in same day funds.

(b) Unless an Event of Default has occurred and is continuing (in which case, Section 7.2(d) shall apply), if at any time insufficient funds are received by and available to the Agent to pay fully all amounts of principal, interest, fees, amounts payable in respect of amounts payable under any of Sections 2.11, 2.12 or 2.13 and other amounts payable hereunder, any available funds shall be applied (i) first, to pay any fees, indemnities or expense reimbursements then due to the Agent from the Borrower, (ii) second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower, (iii) third, to pay interest due in respect of all Revolving Loans, (iv) fourth, to pay or prepay principal of the Revolving Loans and unpaid Reimbursement Obligations and (v) fifth, to the payment of any other Obligation due to the Agent or any Lender by the Borrower, including amounts payable under any of Sections 2.11, 2.12 or 2.13 and other amounts otherwise payable hereunder.

(c) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on or fees in respect of any of its Revolving Loans or its share of Reimbursement Obligations resulting in such Lender receiving payment of a greater proportion of the aggregate amount of any principal of or interest on or fees in respect of any of its Revolving Loans or participations in Reimbursement Obligations than the proportion to which it is entitled, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans or participations in Reimbursement Obligations owed to other Lenders (as the case may be) to the extent necessary so that the benefit of all such payments shall be shared by the Lenders rateably taking into account each of the Applicable Percentages in respect of each Lender; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) this Section 2.14(c) shall not apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Reimbursement Obligations to any assignee or participant, other than to the Borrower or other Credit Party or any Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may, upon the occurrence of and Event of Default which is continuing, exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

(d) Unless the Agent shall have received written notice from the Borrower prior to the date on which any payment is due to the Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders, severally agrees to repay to the Agent forthwith on

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demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at the applicable rate for Canadian Prime Loans (if such amount is denominated in Canadian Dollars) or the applicable rate for Base Rate Loans (if such amount is denominated in U.S. Dollars).

(e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.14(d), then the Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Agent for the account of such Lender to satisfy such Lender's obligations under such Section 2.14(d) until all such unsatisfied obligations are fully paid.

(f) Nothing in this Agreement shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

2.15 Currency Indemnity.

If, for the purposes of obtaining judgment in any court in any jurisdiction with respect to this Agreement or any other Loan Document, it becomes necessary to convert into a particular currency (the "Judgment Currency") any amount due under this Agreement or under any other Loan Document in any currency other than the Judgment Currency (the "Currency Due"), then conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which judgment is given. For this purpose "rate of exchange" means the rate at which the Agent is able, on the relevant date, to purchase the Currency Due with the Judgment Currency in accordance with its normal practice at its head office in Toronto, Ontario. In the event that there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment is given and the date of receipt by the Agent of the amount due, the applicable Credit Party will, on the date of receipt by the Agent, pay such additional amounts, if any, or be entitled to receive reimbursement of such amount, if any, as may be necessary to ensure that the amount received by the Agent on such date is the amount in the Judgment Currency which when converted at the rate of exchange prevailing on the date of receipt by the Agent is the amount then due under this Agreement or such other Loan Document in the Currency Due. If the amount of the Currency Due which the Agent is so able to purchase is less than the amount of the Currency Due originally due to it, the Credit Parties shall indemnify and save the Agent and the Lenders harmless from and against all 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 Agreement and the other Loan Documents, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Agent from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due under this Agreement or any other Loan Document or under any judgment or order.

2.16 Collection of Accounts.

(a) The Borrower shall, and shall cause each other Credit Party to, at its expense, enforce, collect and receive all amounts owing on its Accounts in the ordinary course of its business and any proceeds it so receives shall be subject to the terms thereof. Any proceeds received by a Credit Party in respect of Accounts, and any cheques, cash, credit card sales and receipts, notes or other instruments or Property received by a Credit Party with respect to any Collateral, shall be held by such Credit Party in trust or as mandatory for the Agent, separate from

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such Credit Party's own Property and funds, and promptly turned over to the Agent with proper assignments or endorsements by deposit to the Blocked Accounts.

(b) The Borrower shall, and shall cause each other Credit Party to: (i) authorize and direct any bank which maintains any Credit Party's initial receipt of cash, cheques and other items to promptly wire transfer all available funds to a Blocked Account; and (ii) advise all such banks of the Agent's security interest in such funds. The Borrower shall, and shall cause each other Credit Party to provide the Agent with prior written notice of any and all deposit accounts opened or to be opened subsequent to the Effective Date (other than with CIBC). All amounts received by the Agent in payment of Accounts will be credited to the Blocked Account when the Agent is advised by its bank of its receipt of "collected funds" at the Agent's bank account in Toronto, Ontario on the Business Day of such advise if advised no later than 12:00 noon, Toronto time, or on the next succeeding Business Day if so advised after 12:00 noon, Toronto time. No cheques, drafts or other instrument received by the Agent shall constitute final payment to the Agent unless and until such instruments have actually been collected.

(c) Upon the occurrence of a Block Event (until such Block Event has terminated), the Borrower shall, and shall cause each Credit Party to: (i) indicate on all of its invoices that funds should be delivered to and deposited in a Blocked Account; and (ii) direct all of its account debtors to deposit any and all proceeds of Collateral into the Blocked Accounts.

(d) The Borrower shall, and shall cause each other Credit Party to, establish and maintain, in its own respective name and at its expense, deposit accounts and lock boxes with such banks as are acceptable to the Agent (the "Blocked Accounts") into which the Borrower shall promptly cause to be deposited: (i) all proceeds of Collateral received by any Credit Party, including all amounts payable to any Credit Party from credit card issuers and credit card processors, and (ii) all amounts on deposit in deposit accounts used by any Credit Party at each of its locations, all as further provided in Section 2.16(b); provided that, for certainty, the Permitted BMO Accounts shall be deemed to be acceptable for a period of 90 days after the Effective Date. The banks at which the Blocked Accounts are established and the applicable Credit Parties shall enter into three-party agreements, in form and substance satisfactory to the Agent (the "Blocked Account Agreements"), providing that, among other things, all cash, cheques and items received or deposited in the Blocked Accounts are subject to Liens in favour of the Agent, and (other than Bank of Montreal in respect of the Permitted BMO Accounts for a period of 90 days after the Effective Date) that the depository bank has no Lien upon, or right of set off against, the Blocked Accounts and any cash, cheques, items, wires or other funds from time to time on deposit therein, except as otherwise provided in the Blocked Account Agreements, and that after the occurrence of a Block Event that is continuing, on a daily basis the depository bank will wire, or otherwise transfer, in immediately available funds, all funds received or deposited into the Blocked Accounts to such bank account as the Agent may from time to time designate for such purpose. The Borrower hereby confirms and agrees that all amounts deposited in such Blocked Accounts and any other funds received and collected by the Agent, whether as proceeds of Inventory or other Collateral or otherwise, shall be subject to the Liens in favour of the Agent. Concurrently with the establishment by any Credit Party after the date hereof of any bank account, such Credit Party shall provide the Agent with an amended Schedule 3.27 reflecting such new account.

(e) The parties hereto hereby acknowledge, confirm and agree that the implementation of the cash management arrangements is a contractual right provided to the Agent and the Lenders hereunder in order for the Agent and the Lenders to manage and monitor their collateral position and not a proceeding for enforcement or recovery of a claim, or pursuant to, or an enforcement of, any security or remedies whatsoever, that the cash management arrangements contemplated herein are critical to the structure of the lending arrangements

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contemplated herein, that the Lenders are relying on the Borrower's acknowledgement, confirmation and agreement with respect to such cash management arrangements in making accommodations of credit available to the Borrower and in particular that any accommodations of credit are being provided by the Lenders to the Borrower strictly on the basis of a borrowing base calculation to fully support and collateralize any such accommodations of credit hereunder.

2.17 Letters of Credit.

Subject to Sections 4.1 and 4.2, the Borrower may request, and the Issuing Bank shall issue, Letters of Credit in accordance with this Section 2.17:

(a) Within the limits of the Commitments and the Borrowing Base, and the other limitations contained in this Agreement, the Borrower may obtain Letters of Credit from the Issuing Bank, denominated in Canadian Dollars or U.S. Dollars, in an amount not to exceed the outstanding amount of (i) if issued under the Revolving Facility, the Letter of Credit Sub-Line, and (ii) if issued under the EDC APSG Facility, U.S.$13,500,000 (or the Canadian $ Equivalent). Letters of Credit issued under the EDC APSG Facility shall be issued under the Bilateral L/C Facility Agreement. The issuance of Letters of Credit for amounts in excess of the limitation set forth herein shall at all times and in all respects be in the Agent's sole discretion. It is understood that the term, form and purpose of each Letter of Credit and all documentation in connection therewith, and any amendments, modifications or extensions thereof, must be mutually acceptable to the Agent, the Issuing Bank and the Borrower. Each Letter of Credit shall expire no later than one year after the date of the issuance of such Letter of Credit, but may provide for automatic renewal or extensions thereof for no longer than one year after such renewal or extension, provided that, in all cases, if the expiry date for any Letter of Credit is after the Maturity Date, the Borrower shall provide Cover to the Agent in respect of any such Letter of Credit no later than the date that is five Business Days prior to the Maturity Date.

(b) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender's Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Agent, for the account of the Issuing Bank, such Lender's Applicable Percentage of each disbursement made by the Issuing Bank and not reimbursed by the Borrower on the date due, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. If the Issuing Bank shall make any disbursement in respect of a Letter of Credit, the Borrower shall reimburse such disbursement by paying to the Agent an amount equal to such disbursement not later than 2:00 p.m., on the Business Day after the date upon which such disbursement is made, if the Borrower shall have received notice of such disbursement prior to 10:00 a.m., on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 12:00 noon, on (i) the Business Day after the Borrower receives such notice, if such notice is received prior to 10:00 a.m., on the day of receipt, or (ii) the second Business Day immediately following the day that the Borrower received such notice, if such notice is not received prior to such time on the day of receipt;

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provided that, if the Borrower does not reimburse the Issuing Bank for such reimbursement by such time, the unreimbursed amount of such disbursement shall be deemed to be converted into a Canadian Prime Loan (in the case of a disbursement in Canadian dollars) or a Base Rate Loan (in the case of a disbursement in U.S. Dollars).

(c) The Borrower unconditionally indemnifies the Agent and the Issuing Bank and holds the Agent and the Issuing Bank harmless from any and all loss, claim or liability incurred by the Issuing Bank or the Agent arising from any transactions or occurrences relating to Letters of Credit established or opened for the Borrower's account, the collateral relating thereto and any drafts or acceptances thereunder, and all Obligations thereunder, including any such loss or claim due to any errors, omissions, negligence, misconduct or action taken by the Issuing Bank, other than for any such loss, claim or liability arising out of the gross negligence or willful misconduct by the Agent. This indemnity shall survive termination of this Agreement. The Borrower agrees that any charges incurred by the Issuing Bank or the Agent in respect of any Letter of Credit shall be for the Borrower's account and may be charged to the Borrower's loan account.

(d) The Issuing Bank and the Agent shall not be responsible for: (a) the existence, character, quality, quantity, condition, packing, value or delivery of the goods purporting to be represented by any documents; (b) any difference or variation in the character, quality, quantity, condition, packing, value or delivery of the goods from that expressed in the documents; (c) the validity, sufficiency or genuineness of any documents or of any endorsements thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; (d) the time, place, manner or order in which shipment is made; partial or incomplete shipment, or failure or omission to ship any or all of the goods referred to in the Letters of Credit or documents; (e) any deviation from instructions; (f) delay, default, or fraud by the shipper and/or anyone else in connection with the goods or the shipping thereof; or (g) any breach of contract between the shipper or vendors and the Borrower.

(e) Each of the Credit Parties agrees that any action taken by the Issuing Bank or the Agent, if taken in good faith, under or in connection with any Letter of Credit, the drafts or acceptances, or the Collateral, shall be binding on the Credit Parties and shall not result in any liability whatsoever of the Issuing Bank or the Agent to any Credit Party absent gross negligence or wilful misconduct. In furtherance thereof, the Issuing Bank shall have the full right and authority to: (a) clear and resolve any questions of non compliance of documents; (b) give any instructions as to acceptance or rejection of any documents or goods; (c) execute any and all steamship or airways guarantees (and applications therefor), indemnities or delivery orders; (d) grant any extensions of the maturity of, time of payment for, or time of presentation of, any drafts, acceptances, or documents; and (e) subject to the terms of this Agreement, agree to any amendments, renewals, extensions, modifications, changes or cancellations of any of the terms or conditions of any of the applications, Letters of Credit, drafts or acceptances; all in the sole discretion of the Issuing Bank. The Issuing Bank shall be entitled to comply with and honor any and all such documents or instruments, all without any consent from any Credit Party. In addition, without the Issuing Bank's express consent and endorsement in writing, each of the Credit Parties agrees: (a) not to (i) execute any applications for steamship or airway guarantees, indemnities or delivery orders; (ii) grant any extensions of the maturity of, time of payment for, or time of presentation of, any drafts, acceptances or documents; or (iii) agree to any amendments, renewals, extensions, modifications, changes or cancellations of any of the terms or conditions of any of the applications, Letters of Credit, drafts or acceptances; and (b) upon the occurrence and during the continuance of an Event of Default which is continuing, not to (i) clear and resolve any questions of non compliance of documents, or (ii) give any instructions as to acceptances or rejection of any documents or goods.

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(f) Each of the Credit Parties shall, and shall cause each other Credit Party to comply with all Applicable Law in regard to the shipment and importation of Collateral in respect of which a Letter of Credit has been issued. In connection herewith, the Borrower warrants and represents that all shipments made under any such Letters of Credit are in accordance with Applicable Law of the countries in which the shipments originate and terminate, and are not prohibited by any such Applicable Law. Each of the Credit Parties assumes all risk, liability and responsibility for, and agrees to pay and discharge, all present and future local, provincial, state, federal or foreign Taxes, duties, or levies with respect to such Collateral. Any embargo, restriction, laws, customs or regulations of any country, state, city, or other political subdivision, where the Collateral is or may be located, or wherein payments are to be made, or wherein drafts may be drawn, negotiated, accepted, or paid, shall be solely the Borrower's risk, liability and responsibility.

(g) The Issuing Bank may be replaced at any time by written agreement among the Borrower, the Agent, the replaced Issuing Bank and the successor Issuing Bank. The Agent shall notify the Lenders of any such replacement of the Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank. From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter, and (ii) references herein to the term "Issuing Bank" shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

(h) If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Agent or the Required Lenders demanding the deposit of Cover, the Borrower shall deposit in an account with the Agent, in the name of the Agent and for the benefit of the Lenders, the required amount of Cover. Such deposit shall be held by the Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Agent and at the Borrower's risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Agent to reimburse the Issuing Bank for disbursements pursuant to Letters of Credit for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Letter of Credit Exposure at such time or, if the maturity of the Loans has been accelerated, be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide Cover hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived.

(i) Notwithstanding anything set forth in this Agreement, the Borrower will not be entitled to request any Letter of Credit under the EDC APSG Facility unless the EDC Letter of Credit Guarantee and the Bilateral L/C Facility Agreement have each been provided to the Agent and remain in full force and effect.

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2.18 F/X Contracts.

Subject to Sections 4.1 and 4.2, the Borrower may request F/X Contracts in accordance with this Section 2.18:

(a) Within the limits of the Commitments and the Borrowing Base and the other limitations as contained in this Agreement, the Agent may assist the Borrower on an uncommitted basis to obtain F/X Contracts in an amount such that the F/X Exposure does not exceed the outstanding amount of (i) if issued under the Revolving Facility, the F/X Contract Sub-Line, and (ii) if issued under the EDC FXG Facility, U.S.$5,000,000 (or the Canadian $ Equivalent). The Agent's assistance in obtaining the F/X Contracts and the F/X Bank's agreement to provide the F/X Contracts shall at all times and in all respects be in the Agent's and F/X Bank's sole discretion. Any F/X Contract will be documented by separate documentation in the form required by the F/X Bank. The term, form and purpose of the F/X Contract and all confirmations and other documentation in connection therewith, and any amendments, modifications or extensions thereof, must be mutually acceptable to the F/X Bank and the Borrower.

(b) The Agent shall have the right, without notice to the Borrower, to charge the Borrower's loan account with the amount of any and all indebtedness, liability or obligation of any kind incurred by the Agent or the F/X Bank under any F/X Contract at such time which is the earlier of (a) payment by the Agent under the F/X Contract; or (b) the occurrence and continuance of an Event of Default, unless the Borrower has provided Cover to the Agent. Any amount charged to the Borrower's loan account shall be deemed a Canadian Prime Loan or a Base Rate Loan hereunder, depending on the currency of the Borrower's payment obligation in respect of such F/X Contract, and shall incur interest at the rate provided in Section 2.5.

(c) Each of the Credit Parties unconditionally indemnifies the Agent and the F/X Bank and holds the Agent and the F/X Bank harmless from any and all loss, claim or liability incurred by the Agent or the F/X Bank arising from any transactions or occurrences relating to F/X Contracts, the collateral relating thereto, and all Obligations thereunder, including any such loss or claim due to any errors, omissions, negligence, misconduct or action taken by the F/X Bank, other than for any such loss, claim or liability arising out of the gross negligence or wilful misconduct of the Agent or the F/X Bank, as applicable. This indemnity shall survive termination of this Agreement. The Borrower agrees that any charges incurred by the Agent or the F/X Bank, as applicable, are for the Borrower's account and may be charged to the Borrower's loan account.

(d) Each of the Credit Parties agrees that any action taken by the Agent, if taken in good faith, or any action taken by the F/X Bank, under or in connection with the F/X Contracts or the Collateral, shall be binding on the Credit Parties and shall not result in any liability whatsoever of the Agent or any Lender to any Credit Party.

(e) All rights, remedies, duties and obligations of the Credit Parties in respect of F/X Contracts shall be secured by the Liens arising under the Security Documents.

(f) Notwithstanding anything set forth in this Agreement, the Borrower will not be entitled to request any F/X Contract under the EDC FXG Facility unless the EDC F/X Guarantee has been provided to the Agent and remains in full force and effect.

2.19 Swingline Loans and Protective Advances.

(a) Subject to the terms and conditions set out herein, the Swingline Lender shall make Loans (each such Loan made under this Section 2.19, a "Swingline Loan") to the Borrower

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from time to time up to the earlier of the Maturity Date and the date that the Commitment is terminated pursuant to Section 2.6(b) or Section 7.1, in an aggregate principal amount at any time outstanding that will not result in (a) the Swingline Exposure exceeding $0, or (b) the aggregate of the Exposures exceeding either the total Commitments or the Borrowing Base; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set out herein, the Borrower may borrow, prepay and reborrow Swingline Loans.

(b) To request a Swingline Loan, the Borrower shall notify the Agent of such request by telephone (to be confirmed in writing), not later than 1:00 p.m., Toronto time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date, which shall be a Business Day, and amount of the requested Swingline Loan. The Agent shall promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the disbursement account of the Borrower with the Swingline Lender by 3:00 p.m., Toronto time, on the requested date of such Swingline Loan. Swingline Loans shall bear interest at a rate per annum equal to the rate applicable to a Canadian Prime Borrowing (if in Canadian Dollars) or at a rate per annum equal to the rate applicable to a Base Rate Loan (if in U.S. Dollars). Interest shall be payable on such dates, not more frequent than monthly, as may be specified by the Swingline Lender and in any event on the earlier of the Maturity Date and the date that the Commitment is terminated pursuant to Section 2.6(b) or Section 7.1. The Swingline Lender shall be responsible for invoicing the Borrower for such interest. The interest payable on Swingline Loans is solely for the account of the Swingline Lender (subject to Section 2.19(c) below).

(c) The Swingline Lender shall, on no less frequently than once per calendar month (but more frequently in its sole discretion) by written notice given to the Agent not later than 10:00 a.m. on any Business Day require the Lenders to acquire participations on such Business Day in all of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Agent shall give notice thereof to each Lender, specifying in such notice such Lender's Applicable Percentage of such Swingline Loan or Loans. Each Lender shall upon receipt of notice as provided above, pay to the Agent, for the account of the Swingline Lender, an amount equal to such Lender's Applicable Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this Section 2.19 is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this Section 2.19 by wire transfer of immediately available funds with respect to Loans made by such Lender, and the Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this Section 2.19, and thereafter payments in respect of such Swingline Loan shall be made to the Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Agent. Any such amounts received by the Agent shall be promptly remitted by the Agent to the Lenders that shall have made their payments pursuant to this Section 2.19 and to the Swingline Lender, as their interests may appear. The purchase of participations in a Swingline Loan pursuant to this Section 2.19 shall not relieve the Borrower of any default in the payment thereof. Notwithstanding the foregoing, a Lender shall not have any obligation to acquire a participation in a Swingline Loan pursuant to this Section 2.19 if an Event

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of Default shall have occurred and be continuing at the time such Swingline Loan was made and such Lender shall have notified the Swingline Lender in writing, at least one Business Day prior to the time such Swingline Loan was made, that such Event of Default has occurred and that such Lender will not acquire participations in Swingline Loans made while such Event of Default is continuing.

(d) Notwithstanding any other provision of this Agreement, at the request of the Borrower, the Agent may in its Permitted Discretion (but with absolutely no obligation), make Revolving Loans to the Borrower, on behalf of the Lenders, in amounts that exceed Excess Availability (any such excess Revolving Loans are herein referred to collectively as “Protective Advances”), which the Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses and other sums payable under the Loan Documents), provided that no Protective Advance shall result in a Default due to the Borrower’s failure to comply with Section 2.1 for so long as such Protective Advance remains outstanding in accordance with the terms of this paragraph, but solely with respect to the amount of such Protective Advance. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied.

(e) Upon the making of a Protective Advance by the Agent, each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Applicable Percentage of the Commitments. The Agent may, at any time, require the Lenders to fund their participations in any Protective Advance. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, the Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Protective Advance.

2.20 Swap Contracts.

The obligations of any Credit Party under any Swap Contract entered into with a Lender or an Affiliate of a Lender are secured by the Liens granted under the Security Documents, pari passu with the obligations of the Credit Parties under the Loan Documents; provided that (i) all decisions regarding the administration and enforcement of the Security Documents shall be made by the Agent and the Lenders under this Agreement, and any Lender (or Affiliate of a Lender) which is also a counterparty under a Swap Contract shall, in its capacity as a counterparty under a Swap Contract, have no voting rights under this Agreement and no other right whatsoever to participate in the administration or enforcement of the Security Documents, and (ii) any Lender which is a counterparty under a Swap Contract shall provide to the Agent, no less frequently than monthly, such information regarding the exposure of the Credit Parties under any such Swap Contracts as may be required by the Agent to enable the Agent to establish Availability Reserves in respect thereof.

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ARTICLE 3

REPRESENTATIONS AND WARRANTIES

In order to induce the Agent and the Lenders to enter into this Agreement, to make any Loans hereunder, to issue any Letters of Credit hereunder and to permit the Borrower to obtain F/X Contracts, each Credit Party hereby represents and warrants to the Agent and each Lender that each statement set forth in this Article 3 is true and correct on the date hereof, and will be true and correct on the date of each Borrowing, on the date each Letter of Credit is requested hereunder and on the date each Letter of Credit is issued hereunder:

3.1 Organization; Powers.

The Borrower and each other Credit Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now and formerly conducted and, except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

3.2 Authorization; Enforceability.

The Transactions are within each Credit Party's corporate or partnership powers (as applicable) and have been duly authorized by all necessary corporate, partnership and, if required, shareholder action (as applicable). This Agreement and the other Loan Documents have been duly executed and delivered by the Borrower and each other Credit Party party thereto and constitute legal, valid and binding obligations of the Borrower and each other Credit Party party thereto, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganisation, moratorium or other Applicable Laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

3.3 Governmental Approvals; No Conflicts.

The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except have been obtained, (b) do not violate any Applicable Law or the charter, by-laws or other organizational documents of the Borrower or any other Credit Party or any order of any Governmental Authority, (c) except where the failure to do so, would not reasonably be expected to result in a Material Adverse Effect, do not violate or result in a default under any material contract binding upon the Borrower or any other Credit Party or their respective assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any other Credit Party, and (d) do not result in the creation or imposition of any Lien on any asset of the Borrower or any other Credit Party, except for Permitted Liens.

3.4 Financial Condition; No Material Adverse Effect.

(a) The Borrower has furnished to the Lenders its consolidated balance sheets and statements of income, retained earnings and changes in financial position (i) as of and for the Fiscal Years ended December 31, 2023, reported on by its auditors, and (ii) as of and for the fiscal month and the portion of the Fiscal Year ended October 31, 2024, certified by a Responsible Officer. Such financial statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Borrower as of such dates and for such

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periods in accordance with GAAP, subject to year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

(b) Since the date of the most recent annual audited financial statements delivered to the Agent, there has been no event, development or circumstance that has had or would reasonably be expected to have a Material Adverse Effect.

3.5 Litigation.

(a) Except as disclosed in Schedule 3.5, there are no actions, suits, counterclaims or proceedings (including any Tax-related matter) by any Person or investigation by any Governmental Authority pending against or, to the knowledge of any Responsible Officer of the Borrower, threatened against or affecting the Borrower or any of the other Credit Parties (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would reasonably be expected to result in a Material Adverse Effect (other than the Disclosed Matters), or (ii) that involve this Agreement, any other Loan Document or the Transactions.

(b) Since the date of the most recent annual audited financial statements delivered to the Agent, there has been no change in the status of the Disclosed Matters that would reasonably be expected to result in a Material Adverse Effect.

3.6 Compliance with Applicable Laws and Agreements.

The Borrower and each other Credit Party is in compliance with all Applicable Laws applicable to it or its Property and all indentures, agreements and other instruments binding upon it or its Property, except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower nor any other Credit Party has violated or failed to obtain any Authorization necessary to the ownership of any of its Property or the conduct of its business, which violation or failure would reasonably be expected to have a Material Adverse Effect.

3.7 Ownership.

As at the Effective Date, the registered and beneficial holders of all of the Equity Securities of the Guarantors are as set out on Schedule 3.7.

3.8 Taxes.

The Borrower and each other Credit Party has timely (taking into account any valid extensions provided in writing by the applicable taxing authority) filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes and Priority Payables required to have been paid by it (including all instalments with respect to the current period) and has made adequate provision for Taxes for the current period, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such other Credit Party, as applicable, has set aside on its books adequate reserves and an Availability Reserve has been established if such amount constitutes a Priority Payable, or (b) to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect.

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3.9 Titles to Real Property.

The Borrower and each other Credit Party have indefeasible fee simple title to their respective owned real properties (or in Quebec, owned immovable properties), and with respect to leased real properties, indefeasible title to the leasehold interest with respect thereto, pursuant to valid and enforceable leases, in each case free and clear of all Liens except Permitted Liens.

3.10 Titles to Personal Property.

The Borrower and each other Credit Party have title to their respective owned personal property (or in Quebec, owned moveable properties), and with respect to leased personal property, title to the leasehold estate with respect thereto, pursuant to valid and enforceable leases, free and clear of all Liens except Permitted Liens.

3.11 Pension Plans.

(a) Except as would not reasonably be expected to have a Material Adverse Effect, (i) all obligations of the Credit Parties (including any applicable fiduciary, funding, investment and administration obligations) required to be performed in connection with the Pension Plans, if any, have been performed in accordance with Applicable Laws; (ii) all reports and disclosures relating to any Pension Plans and Canadian Benefit Plans required by any Applicable Laws or regulations have been filed or distributed in accordance with Applicable Laws; and (iii) the only financial obligation of the Credit Parties in respect of a Canadian MEPP is to make contributions in accordance with a collective agreement in force from time to time and does not include any obligation to make special payments to any Canadian MEPP or to otherwise contribute to the funding of any unfunded liability or solvency deficiency in respect of any such plan or in respect of the employees or former employees of any other participating employers in such plan or to contribute after withdrawal from such plan.

(b) There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any plan or any Pension Plan or Canadian Benefit Plan that has resulted or would reasonably be expected to result in a Material Adverse Effect.

(c) Except as would not reasonably be expected to have a Material Adverse Effect, (i) all employer contributions or premiums required to be made by the Credit Parties to the Pension Plans and the Canadian Benefit Plans (if any) have been made within the time limits required by, and in accordance with, the terms of such plans and Applicable Laws; and (ii) all employee contributions to the Pension Plans, Canadian MEPPs and the Canadian Benefit Plans required to be made by way of authorized payroll deduction (if any) have been properly withheld and fully paid into such plans within the time limits required by, and in accordance with, the terms of such plans and Applicable Laws. The Borrower and the Credit Parties do not have any Defined Benefit Plans.

(d) No Pension Plan or Credit Party is subject to ERISA.

3.12 Disclosure.

As of the Effective Date, the Borrower has disclosed to Lenders all agreements, instruments and corporate or other restrictions to which any Credit Party is subject, and all other matters known to any of them that would, in each case, reasonably be expected to result in a Material Adverse Effect. None of the reports, financial statements, certificates or other information furnished by or on behalf of any Credit Party to Agent or any Lender in connection with the

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negotiation of this Agreement or any other Loan Document or delivered hereunder or thereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, taken as a whole, in the light of the circumstances under which they were made, not misleading in any material respect; provided, however, that with respect to projected financial information, the Borrower only represents that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

3.13 Defaults.

Neither the Borrower nor any other Credit Party is in default nor has any event or circumstance occurred which, but for the passage of time or the giving of notice, or both, would constitute a default (in each case, in any respect that would have a Material Adverse Effect) under any loan or credit agreement, indenture, mortgage, deed of trust, security agreement or other instrument or agreement evidencing or pertaining to any Indebtedness of or Lien against the Borrower or any other Credit Party, except as disclosed to the Lenders in Schedule 3.13. No Default has occurred and is continuing.

3.14 Casualties; Taking of Properties.

Since the date of the most recent annual audited financial statements delivered to the Agent, neither the business nor the Properties of the Borrower or any other Credit Party have been affected in a manner that has had, or would reasonably be expected to have, a Material Adverse Effect as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labour disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any domestic or foreign Governmental Authority, riot, activities of armed forces, or acts of God or of any public enemy.

3.15 Subsidiaries.

Schedule 3.15 (as updated by the Borrower by notice to the Agent from time to time) correctly sets forth the (i) names, (ii) form of legal entity, (iii) Equity Securities issued and outstanding, (iv) Equity Securities owned by each Credit Party or a Subsidiary of such Credit Party (and specifying such owner), and (v) jurisdictions of organization of all Credit Parties and their Subsidiaries. Except as described in Schedule 3.15 (as so updated from time to time), the Credit Parties directly or indirectly do not own any Equity Securities or debt security which is convertible, or exchangeable, for Equity Securities of any Subsidiary. Unless otherwise indicated in Schedule 3.15 (as so updated from time to time), all of the outstanding Equity Securities of each Credit Party is directly or indirectly owned of record and beneficially by the Borrower, there are no outstanding options, warrants or other rights to purchase Equity Securities of any such Credit Party, and all such Equity Securities so owned are duly authorized, validly issued, (in the case of corporate Equity Securities) fully paid and non-assessable, and were issued in compliance with all applicable federal, provincial or foreign securities and other Applicable Laws, and are free and clear of all Liens, except for Permitted Liens.

3.16 Insurance.

All policies of fire, liability (including directors' and officer's liability), workers' compensation, casualty, flood, business interruption and other forms of insurance owned or held by the Borrower or any other Credit Party are (a) sufficient for compliance with all requirements of Applicable Law and of all agreements to which the Borrower or any other Credit Party is a party,

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(b) are valid, outstanding and enforceable policies, (c) provide insurance coverage in at least such amounts and against at least such risks (but including in any event public liability) as are usually insured against in the same general area by Persons engaged in the same or a similar business to the assets and operations of the Borrower and each other Credit Party, and in any event, are acceptable to the Agent in its Permitted Discretion, (d) will not terminate or lapse by reason of, the Transactions, and (e) are held in the name of one or more Credit Parties. All such material policies are in full force and effect, all premiums with respect thereto have been paid in accordance with their respective terms, and no notice of cancellation or termination has been received with respect to any such policy (unless the same has been rescinded or cancelled at the election of the Borrower, to the extent permitted by this Agreement). Neither the Borrower nor any other Credit Party maintains any formalized self-insurance program with respect to its assets or operations or material risks with respect thereto. The certificate of insurance delivered to the Agent pursuant to Section 4.1(g) contains an accurate and complete description of the foregoing policies of insurance owned or held by the Borrower and each other Credit Party on the Effective Date.

3.17 Solvency.

As of the Effective Date, neither the Borrower nor any other Credit Party is an "insolvent person" within the meaning of the BIA.

3.18 Material Contract.

Schedule 3.18 (as updated by the Borrower by notice to the Agent from time to time) sets out all Material Contracts. A true and complete copy of each Material Contract has been delivered to the Agent. Each of the Material Contracts is in full force and effect, except to the extent that such Material Contract has ceased to satisfy the criteria in paragraph (b) of the definition of "Material Contract" or has been replaced with one or more contracts (and which replacement would not reasonably be expected to have a Material Adverse Effect). Neither the Borrower nor any other Credit Party is in default under or in breach of any term or condition of any Material Contract that would have a Material Adverse Effect, nor is the Borrower or any other Credit Party aware of any material default under or material breach of any term or condition of any Material Contract by any other party thereto.

3.19 Environmental Matters.

Except as disclosed to the Lenders in the Disclosed Matters schedule (Schedule 3.19):

(a) Environmental Laws. Neither any Property of the Borrower or any other Credit Party nor the operations conducted thereon violate any applicable order of any court or Governmental Authority or any Environmental Laws, which violation would reasonably be expected to result in remedial obligations having a Material Adverse Effect, assuming disclosure to the applicable Governmental Authority of all material relevant facts, conditions and circumstances, if any, pertaining to the relevant Property.

(b) Notices and Permits. All Authorizations, if any, required to be obtained or filed by the Borrower or any other Credit Party in connection with the operation or use of any and all Property of the Borrower or any other Credit Party, including but not limited to past or present treatment, transportation, storage, disposal or Release of Hazardous Materials into the environment, have been duly obtained or filed, except to the extent the failure to obtain or file such Authorizations would not reasonably be expected to have a Material Adverse Effect, or which

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would not reasonably be expected to result in remedial obligations having a Material Adverse Effect, assuming disclosure to the applicable Governmental Authority of all material relevant facts, conditions and circumstances, if any, pertaining to the relevant Property.

(c) No Contingent Liability. The Borrower and the other Credit Parties have no material contingent liability in connection with any Release or threatened Release of any Hazardous Materials into the environment other than such contingent liabilities at any one time and from time to time which could reasonably be expected to exceed $500,000 and for which adequate reserves for the payment thereof as required by GAAP have been provided, or which could reasonably be expected to result in remedial obligations having a Material Adverse Effect, assuming disclosure to the applicable Governmental Authority of all relevant facts, conditions and circumstances, if any, pertaining to such Release or threatened Release.

3.20 Employee Matters

Except as set forth on Schedule 3.20 (as updated by the Borrower by notice to the Agent from time to time), none of the Borrower or any of the other Credit Parties, nor any of their respective employees, is subject to any collective bargaining agreement. There are no strikes, lockouts or slowdowns against any Credit Party pending or, to the knowledge of any Senior Officer of any Obligor, threatened. The hours worked by and payments made to employees of the Credit Parties have not been in violation of any applicable law dealing with such matters, except where such violation would not reasonably be expected to have a Material Adverse Effect. All payments due from any Credit Party, or for which any claim may be made against any Credit Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of such Obligor or Subsidiary, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect

3.21 Fiscal Year.

The Fiscal Year of each Credit Party ends on December 31st of each calendar year.

3.22 Intellectual Property Rights.

Each Credit Party owns, or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual property material to its business, and the use thereof by the Credit Parties does not infringe upon the rights of any other Person, except for any such infringements that would not reasonably be expected to result in a Material Adverse Effect. Except as set forth in Schedule 3.22 or as would not reasonably be expected to have a Material Adverse Effect, no material claim has been asserted and is pending by any Person with respect to the use by the Borrower or any other Credit Party of any intellectual property or challenging or questioning the validity, enforceability or effectiveness of any intellectual property necessary for the conduct of the business of the Borrower or any other Credit Party.

3.23 Residency of Credit Parties for Tax Purposes.

Each of the Credit Parties is a resident of Canada for purposes of the ITA or is a U.S. Person.

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3.24 [Reserved]

3.25 Indebtedness.

None of the Credit Parties nor any of their Subsidiaries has any Indebtedness except (a) the Secured Obligations, (b) the Indebtedness set forth in the most recent financial statements delivered to the Agent, or the notes thereto, (c) Tax obligations (including deferred Taxes), trade payables and other contractual obligations arising in the ordinary course of business as carried on by the Credit Parties and their Subsidiaries since the date of such financial statements, and (d) Indebtedness permitted under Section 6.1.

3.26 Workers' Compensation.

None of the Credit Parties has any unpaid workers' compensation or like obligations except as are being incurred, and paid on a current basis in the ordinary course of business, and there are no proceedings, claims, actions, orders or investigations of any Governmental Authority relating to workers' compensation outstanding, pending or, to the knowledge of any Responsible Officer, threatened relating to them or any of their employees or former employees, in each case of the foregoing which would reasonably be expected to have a Material Adverse Effect.

3.27 Bank Accounts.

Schedule 3.27 (as updated by the Borrower by notice to the Agent from time to time) contains a complete and accurate list of all bank accounts maintained by the Credit Parties with any bank or other financial institution.

3.28 Real Property and Leases.

Schedule 3.28 (as updated by the Borrower by notice to the Agent from time to time) hereto is a correct and complete list of all real property owned by each Credit Party, all leases and subleases of real property or personal property by any Credit Party, as lessee or sublessee, and all leases and subleases of real property or personal property by any Credit Party, as lessor or sublessor. Each Credit Party has good title to, or valid leasehold interests in, all of its real property material to its business, except for Permitted Liens.

3.29 Further Real Property Matters.

No Inventory (other than In-Transit Inventory and In-Field Goods) is located at any leased real property of the Credit Parties except as indicated in Schedule 3.29 (as updated by the Borrower by notice to the Agent from time to time).

3.30 Jurisdictions of Credit Parties.

Schedule 3.30 (as updated by the Borrower by notice to the Agent from time to time) sets out the various jurisdictions in which the Borrower and the other Credit Parties (i) has its registered office, chief executive office and principal place of business, and (ii) carries on business or has tangible assets.

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3.31 Corporate Name; Prior Transactions.

Except as set forth in Schedule 3.31 or as has been previously disclosed to the Agent in writing, none of the Credit Parties has during the year preceding the Effective Date been known by or used any other corporate, partnership or business name. All trade names or styles under which any Credit Party sells Inventory or create Accounts or to which instruments in payment of Accounts may be made payable (in each case, if different than such Credit Party's name), are listed on Schedule 3.31 (as updated by the Borrower by notice to the Agent from time to time).

3.32 [Reserved].

3.33 [Reserved].

3.34 Term Credit Documents.

As of the Effective Date, the Borrower has delivered to the Agent a complete and correct copy of the Term Credit Documents (including all schedules, exhibits, amendments, supplements and modifications) certified as such by an officer of Borrower.

3.35 Anti-Corruption Laws and Sanctions.

Each Credit Party has implemented and maintains in effect policies and procedures designed to ensure compliance by such Credit Party and its directors, officers, employees and Related Parties with Anti-Corruption Laws and Sanctions. Each Credit Party and, to the knowledge of the Responsible Officers of the Borrower, its directors, officers, employees and related Parties is in compliance with Anti-Corruption Laws and Sanctions. No Credit Party or, to the knowledge of the Responsible Officers of the Borrower, any of its directors, officers or employees or Related Parties is a Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will be used in violation of Anti-Corruption Laws or Sanctions.

3.36 Anti-Money Laundering.

The operations of the Credit Parties and their Subsidiaries are and have been conducted at all times in material compliance with AML Legislation and, other than as disclosed to the Agent in writing, no action, suit or proceeding by or before any Governmental Authority involving a Credit Party, any of its Subsidiaries or, to the knowledge of the Responsible Officers of the Borrower, any of their respective directors, officers, agents or employees, in each case, with respect to AML Legislation is pending.

3.37 Information Technology and Security.

(a) The Credit Parties use reasonable means, consistent with the industry practice, to protect the security and integrity of all their Information Technology, (b) the Credit Parties have in place physical, organizational and technological security measures, processes and safeguards designed to secure the Information Technology and business data from unauthorized use, copying, disclosure, modification, theft, destruction, threats and disabling codes that a reasonably prudent and diligent commercial entity would undertake in similar circumstances, (c) the Credit Parties maintain commercially reasonable data back-up procedures and data recovery procedures and tools to safeguard against loss or corruption of business or customer data in the event of a failure of the Information Technology, and (d) disaster recovery plans are in place for

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the Credit Parties and are designed to ensure that, in the event of a failure of the Information Technology operated by or on behalf of their business, such Information Technology and the data and other material contained therein can be recovered or replaced by the Credit Parties without significant disruption to their business.

3.38 Regulation U.

The Borrower is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying "margin stock" within the meaning of Regulation U of the Board of Governors of the United States Federal Reserve System.

ARTICLE 4

CONDITIONS

4.1 Effective Date.

The obligations of the Lenders to make Loans or to permit the issuance of a Letter of Credit or to permit the Borrower to obtain an F/X Contract shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.2):

(a) Credit Agreement. The Agent (or its counsel), each Lender, and the Issuing Bank shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of each party hereto, or (ii) written evidence satisfactory to the Agent (which may include facsimile transmission of a signed signature page of this Agreement) that each such party has signed a counterpart of this Agreement.

(b) Legal Opinions. The Agent shall have received a favourable written opinion of counsel to the Borrower and the Credit Parties, in a form satisfactory to the Agent, acting reasonably, and covering such other matters relating to the Borrower, the Credit Parties, this Agreement, the Security Documents, the Fee Letter or the Transactions as the Lenders shall reasonably request (together with copies of all factual certificates and legal opinions delivered to such counsel in connection with such opinion upon which counsel has relied). The Agent shall also have received favourable written opinions of such special and local counsel as may be reasonably required by the Agent (together with copies of all factual certificates and legal opinions delivered to such counsel in connection with such opinion upon which such counsel has relied). All opinions and certificates referred to in this Section 4.1(b) shall be addressed to the Agent and the Lenders and dated on (or in the case of certificates, on or about) the Effective Date.

(i) certified copies of the resolutions of the Board of Directors of the Borrower, and any other Credit Party which is a party to any Loan Document and approving, as appropriate, the Loans, this Agreement and the other Loan Documents, and all other documents, if any, to which the Borrower or such other Credit Party is a party and evidencing corporate authorization with respect to such documents; and

(ii) a certificate of a Responsible Officer of the Borrower, and any other Credit Party which is a party to any Loan Document, dated as of the Effective Date, and certifying (A) the name, title and true signature of each officer of such Person authorized to execute this Agreement and the other Loan

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Documents to which it is a party, (B) the name, title and true signature of each officer of such Person authorized to provide the certifications required pursuant to this Agreement, including certifications required pursuant to Section 5.1 and Borrowing Requests, (C) that attached thereto is a true and complete copy of the articles of incorporation (or equivalent) and bylaws of the Borrower, and any other Credit Party which is a party to any Loan Document, as amended to date, and (D) that attached thereto is a complete and correct copy of the Term Credit Documents (including all schedules, exhibits, amendments, supplements, modifications, assignments and all other material documents delivered pursuant thereto or in connection therewith).

(d) Certificate of Status. The Agent shall have received a recent certificate of status, certificate of compliance, good standing certificate or analogous certificate in respect of each Credit Party.

(e) Closing Conditions Certificate. The Agent shall have received a certificate, dated the Effective Date and signed by a Responsible Officer of the Borrower, confirming compliance with the financial covenants set forth in Section 5.12 and with the conditions set forth in Section 4.2(a) and (b).

(f) Fees. The Agent and the Lenders shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all legal fees and other Out-of-Pocket Expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document.

(g) Insurance. The Agent shall have received a certificate of insurance dated not more than 30 days prior to the Effective Date, evidencing that the Borrower and the other Credit Parties are carrying insurance in accordance with Section 5.9 thereof.

(h) Inventory Control Systems; Appraisal; Field Audit; Opening Availability. The Agent shall have reviewed and be satisfied with the Collateral, the inventory control systems, the books and records and the reporting capability of the Credit Parties. The Agent shall have received appraisals, completed by a reputable and independent appraisal firm at the expense of the Borrower, determining the Net Orderly Liquidation Value of the inventory of each Credit Party. In addition, the Agent shall have received the results of a field audit, and the Borrowing Base on the Effective Date shall be sufficient in value, as determined by Agent, to provide Borrower with Excess Availability, after giving effect to any extensions of credit to be made hereunder on the Effective Date (on a pro forma basis, with trade payables being paid currently, and expenses and liabilities being paid in the ordinary course of business and without acceleration of sales or deterioration of working capital) of at least 85% of the Borrowing Base.

(i) Execution and Delivery of Documentation; Lien Perfection; Searches. The Borrower and any other Credit Party which is a party to any Loan Document shall have duly authorized, executed and delivered all documents (other than mortgages in respect of real property), including Loan Documents, required hereunder, all in form and substance satisfactory to the Agent, acting reasonably, and all of the Security Documents shall have been registered in all offices in which, in the opinion of the Agent or its counsel, registration is necessary or of advantage to preserve the priority of the Liens intended to be created thereby (other than real property registrations). The Agent shall have received and be satisfied with the results of all personal property, bankruptcy, execution and other searches conducted by the Agent and its counsel with respect to the Borrower and any other Credit Party in all jurisdictions selected by the

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Agent and its counsel. The Agent shall have received and be satisfied with all estoppel letters, acknowledgements, waivers, subordinations, postponements, discharges, priority agreements, control agreements and inter-creditor and non-disturbance agreements as the Agent may reasonably require to ensure its first priority, subject to Permitted Liens, over and unfettered access to, the Collateral or, in the Permitted Discretion of the Agent, have implemented Availability Reserves in connection therewith.

(j) Security Documents. The Agent shall have received:

(i) a guarantee executed by each Credit Party other than the Borrower in favour of the Agent, as agent for the Lenders, dated as of the Effective Date and in form and substance satisfactory to the Agent; and

(ii) a security agreement (or movable hypothec with respect to any personal property located in the Province of Quebec) executed by each Credit Party in favour of the Agent, as agent for the Lenders, dated as of the Effective Date in form and substance satisfactory to the Agent, constituting a first-priority Lien on ABL Priority Collateral and a second-priority Lien on Term Loan Priority Collateral (as defined in the Intercreditor Agreement) from time to time of each Credit Party, subject to no Liens except Permitted Liens.

(iii) security under Section 427 of the Bank Act (Canada), executed by the Borrower in favour of each Lender qualified to hold such security, in each case in respect of any amounts owing by the Borrower to such Lender,

provided that if any of the foregoing documents are not suitable for use in any jurisdiction, the applicable Credit Party shall provide to the Agent alternative document(s) with substantially equivalent substantive effect and which are suitable for use in such jurisdiction.

(k) [Reserved].

(l) Regulatory Approval; Consents; Waivers. The Agent and the Lenders shall be satisfied, acting reasonably, that all material Authorizations required in connection with the Transactions contemplated hereby have been obtained and are in full force and effect, and that all consents and waivers required to consummate the Transactions have been obtained, except to the extent that failure to obtain the foregoing would not reasonably be expected to have a Material Adverse Effect.

(m) Delivery of Financial Statements. The Agent and the Lenders shall have received and be satisfied with the financial statements described in Section 3.4(a), unaudited consolidated and consolidating balance sheets of the Borrower and its Subsidiaries, and the annual budget of the Borrower and its Subsidiaries described in Section 5.1(p) for the Fiscal Years 2024 and 2025. The Agent shall also have reviewed and be satisfied with the supplier arrangements, purchasing practices, customer relationships and commodity and currency hedging practices and procedures of the Credit Parties

(n) No Material Adverse Change. The Agent and the Lenders shall be satisfied that, since December 31, 2023, no Material Adverse Change shall have occurred and be continuing.

(o) [Reserved].

(p) [Reserved].

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(q) Material Contracts. The Agent and the Lenders shall be satisfied with the terms and conditions of each of the Material Contracts.

(r) Repayment and Cancellation of Existing Facilities. The Agent shall have received one or more pay off letters or releases and discharges, in form and substance satisfactory to the Agent, confirming that the Borrower shall have repaid or otherwise satisfied all amounts outstanding under Existing Facilities, that such Existing Facilities shall have been cancelled permanently and that all Liens granted to secure such existing credit lines shall be released upon receipt of repayment of the Indebtedness thereunder subject to the filing of applicable financing change statements, terminations and releases.

(s) Capitalization Arrangement. The Lenders shall be satisfied with the ownership, corporate and capital structure of the Borrower, that the Borrower is solvent, and that the Borrower has sufficient working capital to pay its debts as they become due.

(t) Background Checks. The Agent shall have received and be satisfied with the results of the background checks conducted on the key senior management and principals of the Credit Parties.

(u) Judgments/Litigation. The Agent shall be satisfied that there are no judgments outstanding, and no legal or administrative proceedings (including in any court arbitrator or any Governmental Authority) pending or threatened (except as expressly permitted hereunder) which would reasonably be expected to give rise to a Material Adverse Effect.

(v) Business Due Diligence. The Agent and the Lenders shall have completed, to their satisfaction, and with satisfactory results, all business due diligence in respect of the Borrower, including, but not limited to, supplier due diligence (a review of supplier agreements and contracts, purchasing practices and length of relationships), customer due diligence (a review of sales cycles, pricing practices, discounts and rebates), and currency hedging practices.

(w) “Know Your Customer” Information. The Agent and the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada).

(x) Term Credit Agreement. The Agent shall be satisfied that the loan to the Borrower pursuant to the Term Credit Agreement has been advanced (or will, substantially concurrently with the effectiveness of this Agreement, be advanced) and that the Term Credit Agreement is effective.

(y) BMO Cash Collateral Security Agreement. The Agent shall have received a fully executed copy of a cash collateral security agreement between Bank of Montreal and the Borrower, with respect to the Existing LCs.

(z) Other Documentation; Credit Approvals. The Agent and the Lenders shall have received such other documents and instruments as are customary for transactions of this type or as they may reasonably request and their final credit approvals.

The conditions set forth in Section 4.1 are for the exclusive benefit of the Lenders, and may be waived by the Lenders in accordance with Section 9.2 at any time and from time to time, with or without further conditions.

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4.2 Each Credit Event.

The obligations of the Lenders to make any Loan or to permit the issuance of any Letter of Credit or to permit the Borrower to obtain any F/X Contract (including the initial Borrowing hereunder) shall be conditional upon each of the following conditions being satisfied (or waived in accordance with Section 9.2):

(a) the representations and warranties of the Borrower set forth in this Agreement shall be true and correct on and as of the date of each such Borrowing (including the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable) as if made on such date (except where such representation or warranty refers to a different date);

(b) at the time of and immediately after giving effect to such Borrowing (including the issuance, amendment, renewal or extension of such Letter of Credit, as applicable), no Default or Event of Default shall have occurred and be continuing;

(c) the Agent shall have received a Borrowing Request in the manner and within the time period required by Section 2.3; and

(d) except as may be otherwise agreed to from time to time by the Agent and the Borrower in writing, after giving effect to the extension of credit requested to be made by the Borrower on such date, the aggregate Exposure will not exceed the lesser of (i) the Commitments, or (ii) an amount equal to the Borrowing Base.

Each Borrowing, including each issuance, amendment, renewal or extension of a Letter of Credit, shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the accuracy of the matters specified in paragraphs (a) and (b) above. This requirement does not apply on the conversion or rollover of an existing Borrowing provided that the aggregate outstanding Borrowings will not be increased as a consequence thereof.

ARTICLE 5 AFFIRMATIVE COVENANTS

From (and including) the Effective Date until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit and F/X Contracts shall have expired and been terminated and all Reimbursement Obligations have been satisfied by the Borrower, in each case in accordance with Section 2.6, the Borrower and each other Credit Party covenants and agrees with the Lenders that:

5.1 Financial Statements and Other Information.

The Borrower will furnish to the Agent and each Lender:

(a) as soon as available and in any event within 90 days after the end of each Fiscal Year of the Borrower, its audited consolidated balance sheet and related statements of income, retained earnings and changes in financial position as of the end of and for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all reported on by Ernst & Young LLP or other independent auditors of recognized national standing (without a "going concern" or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly

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in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;

(b) as soon as available and in any event within 30 days after the end of each calendar month, its unaudited consolidated balance sheet and related statements of income, retained earnings, cash flow and changes in financial position as of the end of such month and the then elapsed portion of the Fiscal Year which includes such calendar month, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous Fiscal Year, all certified by a Responsible Officer as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments, accompanied by management's discussion and analysis describing results of operations;

(c) concurrently with the financial statements required pursuant to Sections 5.1(a) and (b) above, a Compliance Certificate;

(d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any other Credit Party with any securities commission, stock exchange or similar entity, and all materials distributed out of the ordinary course by the Borrower or any other Credit Party to its shareholders and which relate to matters in which any Lender or the Agent, in such capacities, can reasonably be expected to have an interest;

(e) promptly upon the request of the Agent, and in any event no less frequently than the tenth Business Day of each calendar month (or on a more frequent basis, if elected by the Borrower, provided that the Borrower must maintain such increased frequency for a period of at least 60 days after the date of such election), a Borrowing Base Report (together with a copy of all or any part of the following reports requested by any Lender in writing after the Effective Date) as of the last day of the immediately preceding calendar month that reflects the Accounts as at the last business day of such month, together with a report of Priority Payables as at such date, accompanied by such supporting detail and documentation as shall be requested by the Agent it is reasonable discretion including:

(i) an accounts receivable aging (including both summary and detail format) showing Accounts outstanding, aged from invoice date as follows: 1 to 30 days past due, 31 to 60 days past due, 61 to 90 days past due, and 91 days or more past due, accompanied by such supporting detail and documentation as shall be requested by the Agent in its reasonable discretion, including the ledger for disputed/legal accounts;

(ii) a calculation of the Accounts which would not meet the criteria of an Eligible Account;

(iii) a copy of the internally generated month end cash receipts and collections journal;

(iv) Borrower prepared reconciliation of the cash receipts journal to the blocked depository account;

(v) an aged listing of the ten largest customer accounts for the month;

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(vi) a detailed, monthly, Inventory (including in-transit Inventory and In-Field Goods) listing of the Borrower and each Credit Party by location, type and product group with a supporting perpetual Inventory report, in each case, accompanied by such supporting detail and documentation as shall be requested by the Agent in its Permitted Discretion; such summaries and reports shall include the dollar value thereof both at cost, determined on a first-in, first out basis, and at fair market value;

(vii) a calculation and report as to the Inventory which does not meet the definition of Eligible Inventory;

(viii) detailed monthly accounts payable aging; and

(ix) an aged listing of the ten largest accounts payable for the month.

(f) weekly, on the second Business Day of each week for the prior week, at all times if a Block Event has occurred and is continuing:

(i) a weekly Borrowing Base Report that reflects the Accounts as at the last business day of the previous week together with a report of Priority Payables as at such date;

(ii) a copy of the internally generated weekly sales journal and invoice register;

(iii) a copy of the internally generated weekly credit memo journal (or sales journal if included there);

(iv) a copy of the internally generated weekly debit memo journal (or the sales journal if included there); and

(v) a copy of the internally generated weekly cash receipts and collections journal;

(vi) a calculation of the Accounts which would not meet the criteria of an Eligible Account;

(vii) a detailed, weekly, Inventory listing of the Borrower and each Credit Party by location, type and product group with a supporting perpetual Inventory report, in each case, accompanied by such supporting detail and documentation as shall be requested by the Agent in its Permitted Discretion; such summaries and reports shall include the dollar value thereof both at cost, determined on a first-in, first out basis, and at fair market value;

(viii) a calculation and report as to the Inventory which does not meet the definition of Eligible Inventory;

(g) monthly within 30 days of the last day of each calendar month:

(i) a copy of the internally generated general ledger report as at the month end;

(ii) a reconciliation of Accounts aging to the general ledger and to the financial statement as at the month end; and

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(iii) a reconciliation of the monthly inventory perpetual listing to the general ledger and to the financial statement as at the month end.

(h) such other reports designating, identifying and describing the Accounts and Inventory as required by the Agent as the Agent may reasonably request in its reasonable credit discretion;

(i) the results of each third party physical verification, if any, that the Borrower may have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory, within 10 Business Days of completion of any such physical verification (and, if a Default or an Event of Default has occurred and is continuing, the Borrower shall, upon the request of the Agent, conduct, and deliver the results of, such physical verifications as the Agent may require);

(j) if, at any time after the Effective Date, the Borrower enters into a new Swap Contract with a Lender or an Affiliate of the Lender, and if the Borrower has agreed with such Lender (or Affiliate of such Lender) that the obligations of the Borrower under such Swap Contract are to be secured by the Liens granted under the Security Documents, then the Borrower shall so notify the Agent by delivery to the Agent of a notice substantially in the form of Exhibit G; provided that, for greater certainty, the obligations of the Borrower under a Swap Contract with a Lender (or an Affiliate of a Lender) shall not be secured by the Liens granted under the Security Documents unless (a) such Swap Contract is listed on Schedule 2.20 (as updated by the Borrower by notice to the Agent from time to time), or (b) such Borrower has delivered to the Agent the notice contemplated by this Section 5.1(i) in respect of such Swap Contract;

(k) such appraisals of the inventory of other Collateral of the Borrower and the Credit Parties as the Agent may request from time to time by independent appraisers (subject to the consent of the Borrower prior to an Event of Default, not to be unreasonably withheld) (with the reasonable out-of-pocket costs and expenses incurred by the Agent in connection with such appraisals to be for the cost of the Borrower) by an appraiser that is acceptable to the Agent, and shall be in scope, form and substance acceptable to the Agent; provided that, if no Block Event has occurred and is continuing, such appraisals and any field examinations pursuant to Section 5.1(n) shall be scheduled to concurrently occur and shall be no more than once per Fiscal Year. Notwithstanding the foregoing, for each Fiscal Year, as long as no Block Event has occurred and is continuing, then the Borrower will only be liable for such costs and expenses of one (1) concurrent appraisal during such Fiscal Year; provided that, if a Block Event has occurred and has not been terminated, the Borrower will be liable for such costs and expenses of two (2) concurrent appraisals during such Fiscal Year, unless the Block Event has occurred and has not been terminated as a result of an Event of Default that has occurred which is continuing, in which case the Borrower will be liable for all reasonable out-of-pocket costs and expenses of all appraisals required by the Agent in its sole discretion;

(l) promptly after the Borrower learns of the receipt or occurrence of any of the following, a certificate of the Borrower, signed by a Responsible Officer, specifying (i) any event which constitutes a Default or Event of Default, together with a detailed statement specifying the nature thereof and the steps being taken to cure such Default or Event of Default, (ii) the receipt of any notice from, or the taking of any other action by, the holder of any promissory note, debenture or other evidence of Indebtedness of the Borrower or any other Credit Party in an amount in excess of Cdn.$5,000,000 with respect to an actual or alleged default, together with a detailed statement specifying the notice given or other action taken by such holder and the nature of the claimed default and what action the Borrower or the relevant Subsidiary is taking or proposes to take with respect thereto, (iii) the creation, dissolution, amalgamation or acquisition

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of any Subsidiary of the Borrower, (iv) any event or condition not previously disclosed to the Agent, which violates any Environmental Law and which would reasonably be expected, in the Borrower's reasonable judgment, to have a Material Adverse Effect, (v) any material termination of, or material default under, a Material Contract, and (vi) any other event, development or condition which may reasonably be expected to have a Material Adverse Effect; and

(m) promptly after the occurrence thereof, notice of the institution of or any material adverse development in any action, suit or proceeding or any governmental investigation or any arbitration before any court or arbitrator or any Governmental Authority or official against the Borrower or any other Credit Party or any of its or their Subsidiaries or any material Property of any thereof which would reasonably be expected to have a Material Adverse Effect;

(n) at the cost of the Borrower, a report or reports of an independent collateral field examiner (which collateral field examiner may be the Agent or an Affiliate thereof) approved (i) by the Borrower, whose approval shall not be unreasonably withheld, and (ii) by the Agent with respect to the Eligible Accounts and Eligible Inventory components included in the Borrowing Base; provided that, if no Block Event has occurred and is continuing, such field examinations and any appraisals pursuant to Section 5.1(k) shall be scheduled to concurrently occur and shall be no more than once per Fiscal Year. The Agent may (and, at the direction of the Required Lenders, shall) request such reports or additional reports as it (or the Required Lenders) shall reasonably deem necessary, provided that if no Block Event has occurred and is continuing, then the Borrower will only be liable for the expense of one (1) field examination during such Fiscal Year; provided that, if a Block Event has occurred and is continuing, the Borrower will be liable for the expenses of two (2) field examinations during such Fiscal Year, unless the Block Event has occurred and is continuing as a result of an Event of Default that has occurred which is continuing, in which case the Borrower will be liable for all expenses of all field examinations required by the Agent in its sole discretion;

(o) upon request by the Agent, a summary of the insurance coverages of the Borrower and any other Credit Party, in form and substance reasonably satisfactory to the Agent, and upon renewal of any insurance policy, a copy of an insurance certificate summarizing the terms of such policy, and upon request by the Agent, copies of the applicable policies;

(p) on or before the earlier of the 10th day after approval by the Board of Directors of the Borrower and the 30th day before each Fiscal Year end, an annual budget of the Borrower and the other Credit Parties on a consolidated and consolidating basis (consolidating on the basis of principal lines of business of the Borrower and the other Credit Parties), approved by the Board of Directors of the Borrower, setting forth in reasonable detail and on a monthly basis the projected revenues and expenses (including capital expenditures), the projected balance sheet, the projected statements of cash flows and retained earnings, the projected changes in financial position, and the projected borrowing base availability (including a calculation of the projected Excess Availability) of the Borrower for the following Fiscal Year, it being recognized by the Lenders that projections as to future results are not to be viewed as fact and that the actual results for the period or periods covered by such projections may differ from the projected results.

(q) [Reserved.]

Documents and other information required to be delivered pursuant to this Section 5.1 may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the earliest of the date (i) on which such documents are delivered to the Agent by email in accordance with Section 9.1, (ii) on the date of receipt of notice by Agent that such documents are electronically filed on SEDAR+ (or other applicable securities commission website), (iii) the date

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of receipt of notice by Agent that such documents are posted on the Borrower's public website (https://www.sourceenergyservices.com/) or (iv) on which such documents are delivered on Borrower's behalf to Agent for posting on an Internet or intranet website, if any, including Intralinks, administered by Agent and to which each Lender and Agent have access (whether a commercial, third-party website or whether sponsored by Agent); provided that Agent shall provide such of the foregoing information as it deems material to Lenders promptly upon receipt thereof from the Borrower.

5.2 Existence; Conduct of Business.

Each Credit Party will do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence (subject only to Section 6.3), and (except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect) obtain, preserve, renew and keep in full force and effect any and all rights, licenses, permits, privileges and franchises material to the conduct of its business.

5.3 Payment of Obligations.

Each Credit Party will pay its obligations, including Tax liabilities and Priority Payables, that, if not paid, would result in a Material Adverse Effect before the same shall become delinquent or in default, except where: (a) the validity or amount thereof is being contested in good faith by appropriate proceedings or (b) the Borrower or such other Credit Party has set aside on its books adequate reserves with respect thereto in accordance with GAAP and Availability Reserves have been established with respect to Priority Payables, and (c) the failure to make payment would not reasonably be expected to result in a Material Adverse Effect.

5.4 Maintenance of Properties.

Each Credit Party will keep and maintain all Property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect.

5.5 Books and Records; Inspection Rights.

Each Credit Party will keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Each Credit Party will permit any representatives designated by the Agent or any Lender, upon reasonable prior notice and at reasonable times prior to an Event of Default, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers, directors and independent accountants, provided that so long as no Default or Event of Default shall have occurred which is continuing, the Agent and the Lenders shall not collectively conduct more than one such inspection during any twelve (12) month period; provided, however, if a Block Event has occurred and continuing the Agent and Lenders shall conduct two (2) such inspections during any twelve (12) month period, and if an Event of Default has occurred which is continuing, the Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Credit Parties at any time during normal business hours and without advance notice.

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5.6 Compliance with Applicable Laws.

Each Credit Party will comply with all Applicable Laws and orders of any Governmental Authority applicable to it or its Property, except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect. No Credit Party shall modify, amend or alter its constating or organizational documents in any manner that would materially and adversely affect the interests of the Lenders.

5.7 Use of Proceeds and Letters of Credit.

The proceeds of all Borrowings will be used for working capital and other general corporate purposes of the Credit Parties. No part of the proceeds of the Revolving Loan will be used for the purpose of purchasing or acquiring any "margin stock" within the meaning of Regulations T, U or X of the Board of Governors of the United States Federal Reserve System, or to reduce or retire any obligation originally incurred to purchase any margin stock, or for any other purpose which would be inconsistent with such Regulations T, U or X or any other Regulations of such Board of Governors.

5.8 Further Assurances.

Each Credit Party will cure promptly any defects in the execution and delivery of the Loan Documents, including this Agreement upon request of the Agent. Upon request of the Agent, each Credit Party will, at its expense, as promptly as practical, execute and deliver to the Agent, all such other and further documents, agreements and instruments in compliance with or performance of the covenants and agreements of the Borrower or any other Credit Party in any of the Loan Documents, including this Agreement, or to further evidence and more fully describe the Collateral, or to correct any omissions in any of the Loan Documents, or more fully to state the security obligations set out herein or in any of the Loan Documents, or to perfect, protect or preserve any Liens created pursuant to any of the Loan Documents, or to make any recordings, to file any notices, or obtain any consents, all as may be necessary or appropriate in connection therewith, in the judgment of the Agent, acting reasonably.

5.9 Insurance.

(a) Each Credit Party shall maintain insurance on its property and assets and directors' and officers' liability insurance, under such policies of insurance, with such insurance companies acceptable to the Agent, in its Permitted Discretion, in such reasonable amounts and covering such insurable risks as are customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations. The Agent shall be named as additional insured, first loss payee on Inventory with a lenders' loss payable endorsement under all such policies and shall provide for not less than thirty (30) days prior written notice to the Agent of the exercise of any right of cancellation. Upon the occurrence of an Event of Default which is continuing, the Agent shall, subject to the rights of any holders of Permitted Liens holding claims senior to the Agent and to the extent permitted by such policies, have the sole right, in the name of the Agent, the Borrower or any other applicable Credit Party, to file claims under any insurance policies in respect of Inventory, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies. If any part of the Collateral in respect of Inventory is lost or damaged by fire or other casualty and the insurance proceeds for such loss or damage is less than or equal to $2,500,000, such insurance proceeds shall be paid to the Borrower and to the extent such

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insurance proceeds are received by the Agent, the Agent shall promptly, and in any event within one (1) Business Day of receipt, remit such insurance proceeds to the applicable Credit Party. If any part of the Collateral in respect of Inventory is lost or damaged by fire or other casualty and the insurance proceeds for such loss or damage is greater than $2,500,000, such insurance proceeds shall be paid to the Borrower, and provided that the applicable Credit Party has sufficient business interruption insurance, the Borrower may irrevocably elect (by delivering written notice to the Agent) to replace such Collateral to substantially the equivalent condition prior to such fire or other casualty as set forth herein. If such election is not made by the Borrower, insurance proceeds shall be used by the Borrower to repay outstanding Revolving Loans. Notwithstanding the foregoing, to the extent that such insurance proceeds are received by the Agent, the Agent shall promptly, and in any event within one (1) Business Day of receipt, remit such insurance proceeds to the Borrower to be applied in accordance with this Section 5.9. If the Borrower does not, or cannot, elect to use the insurance proceeds as set forth above, the Agent may, subject to the rights of any holders of Permitted Liens holding claims senior to the Agent in respect of such insurance proceeds and Section 5.9(b), apply the insurance proceeds to the payment of any Revolving Loans until paid in full; and

(b) Upon the occurrence of an Event of Default which is continuing, all insurance proceeds in respect of any ABL Priority Collateral shall be paid to the Agent. The Agent may apply such insurance proceeds to the Secured Obligations in such manner as it may deem advisable in its sole discretion. In the event the Borrower fails to provide the Agent with timely evidence, acceptable to the Agent, of the maintenance of insurance coverage in respect of ABL Priority Collateral required pursuant to this Section 5.9, or in the event that any Credit Party fails to maintain such insurance, the Agent may purchase or otherwise arrange for such insurance, but at the Borrower's expense and without any responsibility on the Agent's part for: (i) obtaining the insurance; (ii) the solvency of the insurance companies; (iii) the adequacy of the coverage; or (iv) the collection of claims. The insurance acquired by the Agent may, but need not, protect the Borrower's or any other Credit Party's interest in the ABL Priority Collateral, and therefore such insurance may not pay claims which the Borrower may have with respect to such Collateral or pay any claim which may be made against the Borrower in connection with such Collateral. In the event the Agent purchases, obtains or acquires insurance covering all or any portion of such Collateral, the Borrower shall be responsible for all of the applicable costs of such insurance, including premiums, interest (at the applicable interest rate for Revolving Loans set forth in Section 2.5), fees and any other charges with respect thereto, until the effective date of the cancellation or the expiration of such insurance. The Agent may charge all of such premiums, fees, costs, interest and other charges to the Borrower's loan account. The Borrower hereby acknowledges that the costs of the premiums of any insurance acquired by the Agent may exceed the costs of insurance which the Borrower may be able to purchase on its own. In the event that the Agent purchases such insurance, the Agent will promptly, and in any event within fifteen (15) days, notify the Borrower of said purchase.

5.10 Operation and Maintenance of Property.

Each Credit Party will, manage and operate its business or cause its business to be managed and operated (i) in accordance with prudent industry practice in all material respects and in compliance in all material respects with the terms and provisions of all applicable licenses, leases, contracts and agreements, and (ii) in compliance with all Applicable Laws of the jurisdiction in which such businesses are carried on, and all Applicable Laws of every other Governmental Authority from time to time constituted to regulate the ownership, management and operation of such businesses, except in each case where a failure to so manage and operate would not reasonably be expected to have a Material Adverse Effect.

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5.11 Additional Subsidiaries; Unrestricted Subsidiaries; Additional Liens.

(a) If, at any time on or after the Effective Date, the Borrower or any other Credit Party creates or acquires Equity Securities in, or obtain Control of, a Person which results in such Person becoming an additional Subsidiary or otherwise carries out one or more transactions where by a Person becomes an additional Subsidiary (in each case other than an Unrestricted Subsidiary), then to the extent permitted by Applicable Law but subject to Section 5.11(b), the Borrower and the other Credit Parties will cause such new Subsidiary to execute and deliver to the Agent a guarantee, and security agreements and other security-related documents granting Liens in such new Subsidiary's Inventory, Accounts and other Collateral, all substantially in the form required from Guarantors on the Effective Date pursuant to Section 4.1(j), within 30 days after such creation, acquisition or other transactions.

(b) The Borrower may, by written notice to the Agent, designate a Subsidiary as an Unrestricted Subsidiary, or designate an Unrestricted Subsidiary as ceasing to be an Unrestricted Subsidiary, provided in each case that (i) no Default or Event of Default has occurred or would arise as a result of any such designation and (ii) no Subsidiary that provides a Guarantee in respect of the Term Debt Documents may be designated as an Unrestricted Subsidiary. Each such notice shall certify that no Default or Event of Default has occurred or would arise as a result of such designation together with all other information required in a Compliance Certificate after giving pro forma effect to such designation. Section 5.11(a) shall not apply to Unrestricted Subsidiaries, and the property of Unrestricted Subsidiaries shall not form part of the Collateral. Upon any Subsidiary being designated as ceasing to be a Subsidiary, the provisions of Section 5.11(a) shall apply to such Subsidiary as if it had become a new Subsidiary on the date of designation.

(c) If at any time on or after the Effective Date, the Borrower or any other Credit Party has Inventory, Accounts or other Collateral located in any jurisdiction in which the Agent does not hold duly perfected security in respect of the Inventory, Accounts or other Collateral of such Credit Party in such jurisdiction (excluding In-Transit Inventory and In-Field Goods), the applicable Credit Party shall give notice to the Agent of those facts. If the Agent, acting reasonably, determines that it is practical to perfect security in such jurisdiction, the applicable Credit Party shall promptly execute all such security agreements, hypothecs and other security-related documents covering such Credit Party's Inventory, Accounts or other Collateral in such jurisdiction, all in form and substance satisfactory to the Agent, acting reasonably, and shall take all such action as may reasonably be required by the Agent to ensure that the Liens in favour of the Agent in respect of the Inventory, Accounts or other Collateral of such Credit Party located in such jurisdiction are duly perfected. In connection with the execution and delivery of any additional security agreement, hypothecs or related document pursuant to this Section, the Borrower and each other Credit Party will cause to be delivered to the Agent such corporate resolutions, certificates, legal opinions and such other related documents and registrations as shall be reasonably requested by the Agent and consistent with the relevant forms and types thereof delivered on the Effective Date or as shall be otherwise reasonably acceptable to the Agent. Each security agreement, hypothec and other document delivered pursuant to this Section shall be deemed to be a Security Document from and after the date of execution thereof. For greater certainty, the Credit Parties acknowledge that, to the extent that Collateral is located in a jurisdiction in which the Agent does not hold duly perfected security in such Collateral in such jurisdiction or an appraisal or field examination has not been conducted (excluding In-Transit Inventory and In-Field Goods), such Collateral is not eligible for inclusion in the Borrowing Base.

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5.12 Financial Covenants.

The Borrower will, as at the end of each Fiscal Month:

(a) Fixed Charge Coverage Ratio. Maintain a Fixed Charge Coverage Ratio of not less than 1.00:1.00 if a Block Event has occurred and has not been terminated.

5.13 Post Closing Undertakings.

Borrower will ensure that all post closing undertakings as set forth in Schedule 5.15 (collectively, the "Undertakings") have been satisfied within the time periods set forth therein and any failure to satisfy any of the Undertakings within the applicable time periods shall constitute an Event of Default.

5.14 Environmental Laws.

Each Credit Party will conduct its business in compliance in all material respects with all Environmental Laws applicable to it or them, including those relating to the Credit Parties' generation, handling, use, storage and disposal of Hazardous Materials, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect. Each of the Borrower and the other Credit Parties will take prompt and appropriate action to respond to any non-compliance or alleged non-compliance with Environmental Laws (except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect), and the Borrower shall regularly report to the Agent on such response.

5.15 Landlord Waivers and Bailee Letters.

If the Agent has not received an Acceptable Landlord Waiver from the lessor of any leased property where Inventory (excluding In-Transit Inventory and In-Field Goods) is stored or located or an Acceptable Bailee Letter with respect to any warehouse or other location where Inventory (excluding In-Transit Inventory and In-Field Goods) is stored or located, in each case to the extent such Inventory is included in the Borrowing Base, the Agent may establish such Rent Reserves with respect to leased premises and other Availability Reserves with respect to any such other location, in each case not exceeding the value of such Inventory stored or located at such property in its Permitted Discretion. At any time following the Effective Date, no Inventory (including In-Field Goods) which is to be included in the Borrowing Base shall be located on real property that is leased or shipped to a location under arrangements established after the Effective Date unless and until the Agent has established such Rent Reserves with respect to leased premises or other Availability Reserves with respect to any other such location as may be established by the Agent in accordance with this Agreement not exceeding the value of such Inventory stored or located at such property in its Permitted Discretion) or, unless and until an Acceptable Landlord Waiver or Acceptable Bailee Letter (as applicable) shall first have been obtained with respect to such location. Each Credit Party shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or public warehouse where any Inventory (including In-Field Goods) is or may be located.

5.16 Pension Plans.

The Credit Parties covenant and agree not to establish any Defined Benefit Plans.

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5.17 [Reserved].

5.18 Physical Inventories.

The Borrower will cause physical inventories and periodic cycle counts to be undertaken, at the expense of the Credit Parties, in each case consistent with past practices (but in no event less frequently than one physical inventory per Fiscal Year), conducted by such inventory takers and following such methodology as is consistent with the immediately preceding inventory or as otherwise may be satisfactory to the Agent in its Permitted Discretion. The Agent, at the expense of the Credit Parties, may participate in and/or observe each scheduled physical count of Inventory which is undertaken on behalf of any Credit Party (subject to no Event of Default no more than once per Fiscal Year). The Credit Parties, within five (5) days following the completion of any such inventory, shall provide the Agent with a reconciliation of the results of such inventory (as well as of any other physical inventory or cycle counts undertaken by a Credit Party).

5.19 [Reserved].

5.20 Special Provisions Regarding Accounts, Inventory and Other Collateral.

(a) Each Credit Party hereby represents and warrants, with respect to its Eligible Accounts, that: (i) each existing Account represents or results from, and each future Account will represent or result from, a bona fide sale or lease and delivery of goods by such Credit Party, or rendition of services by such Credit Party, in the ordinary course of such Credit Party's business; (ii) each existing Account is, and each future Account will be, for a liquidated amount payable by the Account debtor thereon on the terms set forth in the invoice (or other document or record setting forth same) therefor or in the schedule thereof delivered to the Agent, without any material offset, deduction, defence or counterclaim except those known to such Credit Party and disclosed to the Agent; (iii) no credit, discount or extension or agreement therefor will be granted on any Account of a Credit Party, except as reported in Borrowing Base Reports delivered hereunder or otherwise reported by the Borrower to the Agent pursuant to the terms thereof; (iv) each copy of an invoice or other documents delivered to the Agent by the Borrower will be a genuine copy of the original invoice or document sent to the Account debtor named therein; and (v) all goods described in any invoice representing a sale of goods will have been delivered to the Account debtor and all services of a Credit Party described in each invoice will have been performed.

(b) The Credit Parties shall not extend or modify any Eligible Account (other than extensions and modifications made in the ordinary course of business. If, at any time, a Credit Party becomes aware of any matter adversely affecting the collectability in any material respect of any such Accounts or the Account debtor therefor involving an amount greater than $100,000, including a dispute or claim, or information regarding the Account debtor's creditworthiness, the Borrower will promptly advise the Agent of the same.

(c) The Credit Parties shall not accept any note or other instrument (except a cheque, letter of credit or other instrument for the immediate payment of money) with respect to any of its Eligible Accounts without the Agent's prior written consent in its Permitted Discretion. If the Agent consents to the acceptance of any such instrument, it shall be considered as evidence of the applicable Account and not payment thereof and such Credit Party will promptly deliver such instrument to the Agent as reasonably requested by the Agent, endorsed by such Credit Party to the Agent in a manner reasonably satisfactory and in form and substance to the Agent.

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(d) No discount, credit or allowance shall be granted to any Eligible Account debtor without the Agent's prior written consent, except for discounts, credits and allowances made or given in the ordinary course of a Credit Party's business when no Event of Default exists. The Borrower shall promptly report any credit issued by them on Borrowing Base Reports submitted by them.

(e) The Credit Parties shall not encumber (other than Permitted Liens) or sell any Eligible Accounts.

(f) Each Credit Party represents and warrants to the Agent and agrees with the Agent that all of the Inventory owned by the Credit Parties which is included in the Borrowing Base is and will be held for sale or lease, or to be furnished in connection with the rendition of services, in the ordinary course of the Credit Parties' business. Each Credit Party will keep its Inventory in good and marketable condition, except for damaged or defective goods arising in the ordinary course of such Credit Party's business. The Credit Parties will not, without the prior written consent of the Agent, acquire or accept any Inventory on consignment or approval other than in the ordinary course of business in a manner consistent with past practices and, upon the reasonable request of the Agent, the Borrower will provide the Agent with the details of any such arrangements. Each Credit Party will maintain a perpetual inventory reporting system at all times. The Credit Parties will not, without the Agent's written consent, sell any of their Inventory included in the Borrowing Base on a sale on approval, consignment or other repurchase or return basis other than in the ordinary course of business in a manner consistent with past practices and, upon the reasonable request of the Agent, the Borrower will provide the Agent with the details of any such arrangements.

(g) In connection with all Inventory of a Credit Party financed by Letters of Credit, the Borrower will, at the Agent's request made while an Event of Default is continuing, to the extent this is not already the case, instruct all suppliers, carriers, transporters, forwarders, customs brokers, warehouses or others receiving or holding cash, cheques, Inventory, documents or instruments of such Credit Party on which the Agent holds a Lien to deliver them to the Agent or subject to the Agent's order, and if they shall come into such Credit Party's possession, to deliver them, upon request, to the Agent in their original form. Each Credit Party shall also, at the Agent's request made while an Event of Default is continuing, designate the Agent as the consignee on all bills of lading and other negotiable and non-negotiable documents of such Credit Party.

(h) Upon the occurrence of an Event of Default which is continuing, the Agent may, in its Permitted Discretion, pay any amount or do any act required of any Credit Party hereunder or under any other Loan Document or requested by the Agent to preserve, protect, maintain or enforce the Obligations, the Collateral or the Agent's Liens, and which the Credit Party fails to pay or do, including payment of any judgment against the Credit Party any insurance premium, any warehouse charge, any finishing or processing charge, any landlord's or processor's claim, and any other Lien upon or with respect to the Collateral. All payments that the Agent makes under this Section and all reasonable out-of-pocket costs and expenses that the Agent pays or incurs in connection with any action taken hereunder shall be charged to the Borrower's loan account as a Revolving Loan. Any payment made or other action taken by the Agent under this Section shall be without prejudice to any right to assert an Event of Default hereunder and to proceed thereafter as herein provided.

(i) Each Credit Party hereby constitutes the Agent, or any person, agent or mandatory the Agent may designate, as its attorney-in-fact, at the Borrower's cost and expense to, upon the occurrence of an Event of Default which is continuing, exercise all of the following powers, which

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being coupled with an interest, shall be irrevocable until all Obligations to the Agent have been indefeasibly paid in full and all Commitments have been terminated:

(i) to receive, take, endorse, sign, assign and deliver, all in the name of the Agent or any Credit Party, as the case may be, any and all cheques, notes, drafts, and other documents or instruments relating to the Collateral;

(ii) to request from customers indebted on Accounts at any time, in the name of any Credit Party, in the name of the chartered accountants designated by the Agent or in the name of the Agent's designee, information concerning the amounts owing on the Accounts;

(iii) to transmit to credit or debit card processors indebted on Accounts notice of the Agent's interest therein and to notify such processors to make payment directly to the Agent for the requisite Credit Party's account;

(iv) to take or bring, in the name of the Agent or any Credit Party, as the case may be, all steps, actions, suits or proceedings deemed by the Agent necessary or desirable to enforce or effect collection of the Accounts; and

(v) to receive, open and dispose of all mail addressed to a Credit Party and to notify the postal authority of any change of address for delivery thereof to such address as the Agent may designate.

(j) Such Credit Party assumes all responsibility and liability arising from or relating to the use, sale or other disposition of the Collateral, except resulting from the Agent's or any Lender's gross negligence or wilful misconduct. The Obligations shall not be affected by any failure of the Agent to take any steps to perfect the Agent's Liens or to collect or realize upon the Collateral, nor shall loss of or damage to the Collateral release any Credit Party from any of the Obligations. Following the occurrence of an Event of Default which is continuing, the Agent may (but shall not be required to), without notice to or consent from any Credit Party, sue upon or otherwise collect, extend the time for payment of, modify or amend the terms of, compromise or settle for cash, credit, or otherwise upon any terms, grant other indulgences, extensions, renewals, compositions, or releases, and take or omit to take any other action with respect to the Collateral, any security therefor, any agreement relating thereto, any insurance applicable thereto, or any Person liable directly or indirectly in connection with any of the foregoing, without discharging or otherwise affecting the liability of any Credit Party for the Obligations or under this Agreement or any other agreement now or hereafter existing between the Agent and any Credit Party.

(k) Subject to the Intercreditor Agreement, upon the repayment of the indebtedness owing under the Term Debt Documents, the Credit Parties shall require the lender thereunder to deliver to the Agent any and all of the original share certificates of any and all Equity Securities pledge to it under the Term Debt Documents and to promptly execute and deliver share transfers/powers of attorney in respect thereof to and in favour of the Agent.

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ARTICLE 6

NEGATIVE COVENANTS

6.1 Indebtedness.

No Credit Party will create, incur, assume or permit to exist any Indebtedness, except:

(a) any Secured Obligations;

(b) any Indebtedness existing on the date hereof (including, any extensions, renewals refinancings and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof, accrued interest thereon and other reasonable amount of fees and expenses incurred in connection with such extension, renewal, refinancing or replacement);

(d) any Guarantee by a Credit Party of Indebtedness of any other Credit Party which is permitted hereunder;

(e) any Indebtedness of the Credit Parties incurred under Purchase Money Liens or Capital Lease Obligations in an aggregate amount not exceeding the greater of Cdn.$7,500,000 and 2.5% of Consolidated Net Tangible Assets;

(f) the Term Credit Indebtedness;

(g) to the extent constituting Indebtedness, obligations under the EDC Reimbursement Agreements;

(h) Indebtedness arising from the financing of any insurance premium of any Credit Party in the ordinary course of business, so long as (i) such Indebtedness shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, (ii) any unpaid amount of such Indebtedness is fully cancelled upon termination of the underlying insurance policy, and (iii) the aggregate principal amount of Indebtedness at any time outstanding pursuant to this clause shall not exceed Cdn.$5,000,000.;

(i) the incurrence of Indebtedness (other than Indebtedness in respect of borrowed money) of any Person: (A) existing at the time such Person becomes a Credit Party or is merged into, amalgamated with or consolidated with a Credit Party or (B) assumed in connection with the acquisition of assets from such Person; provided that such Indebtedness was not incurred in contemplation of such Person becoming a Credit Party or of such merger, amalgamation, consolidation or acquisition; provided, further, that after giving effect to such Person becoming a Credit Party or to such merger, amalgamation, consolidation or acquisition, the Borrower would be in pro forma compliance with the covenant in Section 5.12;

(j) Subordinated Debt;

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(k) Indebtedness constituting reimbursement and indemnity obligations in respect of the Existing LCs;

(l) Indebtedness incurred pursuant to the [Redacted] Acquisition in the form of vendor take-back financing, provided that (i) the aggregate principal amount of such Indebtedness does not at any time exceed $30,000,000, and (ii) if such Indebtedness is secured, no Lien shall be granted on ABL Priority Collateral;

(m) Permitted Refinancing Indebtedness;

(n) any Indebtedness in respect of Swap Transactions entered into in compliance with Section 6.5; and

(o) any other Indebtedness, provided that the aggregate principal amount of such Indebtedness at any time outstanding pursuant to this clause shall not exceed the greater of $2,500,000 and 1% of Consolidated Net Tangible Assets.

Notwithstanding any other provision of this Section 6.1, the maximum amount of Indebtedness that the Credit Parties may incur pursuant to this Section 6.1 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rates of currencies.

6.2 Liens.

No Credit Party will, and no Credit Party will permit any Credit Party to, create, incur, assume or permit to exist any Lien on any Property or asset now owned or hereafter acquired by any Credit Party, except Permitted Liens.

6.3 Fundamental Changes; Asset Sales.

(a) No Credit Party will merge into or amalgamate or consolidate with any other Person, or permit any other Person to merge into or amalgamate or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired), or liquidate or dissolve without the prior written consent of the Agent; provided that the foregoing shall not apply to any merger, amalgamation, consolidation, sale, transfer, lease, other disposition liquidation or dissolution (i) between or among Credit Parties (or where at least one Credit Party is a or the surviving party) or (ii) to give effect to a merger, amalgamation or consolidation to effect an Acquisition, disposition or Amendment which is permitted by this Article 6.

(b) No Credit Party will engage to any material extent in any material business other than businesses of the type conducted by the Credit Parties (taken as a whole) on the Effective Date of this Agreement and businesses reasonably related or ancillary thereto provided that, for certainty, the business acquired pursuant to the [Redacted] Acquisition shall be deemed to be a business conducted by the Obligors on the Effective Date.

(c) Except as contemplated by Section 6.3(c), no Credit Party will make any sale, lease, license, transfer, assignment or other disposition of all or any portion of its business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether in one transaction or a series of transactions, other than (i) inventory in the ordinary course of business, (ii) used, obsolete, worn out, worthless or surplus equipment, in the ordinary course of business, (iii) between or among Credit Parties, (iv) assets (other than ABL Priority Collateral) not exceeding the greater of $10,000,000 and 3.5% of Consolidated Net Tangible Assets in any Fiscal Year, (v)

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Investments permitted by Section 6.3(c), (vi) the compromise or settlement of Accounts in the ordinary course of business; (vii) resulting from any casualty or other insured damage to, or any taking under the power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Credit Party, (viii) dispositions of assets received by a Credit Party upon foreclosure of a Lien; (ix) leases, subleases, licenses or sublicenses, in each case in the ordinary course of business and which do not materially interfere with the business of the Credit Parties; (x) Equity Securities in any Unrestricted Subsidiaries, (xi) sales, conveyances, transfers and other dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/ sell or put/ call arrangements between the joint venture parties set forth in joint venture arrangements or similar binding arrangements; provided that all sales, transfers, leases and other dispositions permitted hereby (other than those permitted by clauses (iii), (vi), (ix), and (x) above) shall be made for fair value.

6.4 Investments, Loans, Advances, Guarantees and Acquisitions.

No Credit Party will purchase or otherwise acquire (including pursuant to any amalgamation with any Person that was not a Credit Party prior to such amalgamation or to or with any of the Taylor Subsidiaries at any time) any Equity Securities, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, make any gifts to, or make or permit to exist any Investment or any other interest in, any other Person, or otherwise make Acquisitions, except:

(a) Investments (i) existing on the date of this Agreement or (ii) that are an extension, modification or renewal of any such Investments described under the preceding subclause (i), but only to the extent not involving additional advances, contributions or other Investments of cash or other assets or other increases thereof, and Investments made with the proceeds, including from sales or other dispositions, of such Investments and any other Investments made pursuant to this clause (a);

(b) Permitted Investments;

(c) loans or advances by Credit Parties to the employees, directors, managers, officers, agents, consultants, customers, or suppliers of Credit Parties in the ordinary course of business, not to exceed U.S.$1,000,000 in the aggregate at any one time outstanding;

(d) Accounts receivable owned by Credit Parties, if created in the ordinary course of business and payable or dischargeable in accordance with customary trade terms;

(e) Guarantees of obligations of any Credit Party or Guarantees constituting Indebtedness permitted by Section 6.1;

(f) the grant of trade credit in the ordinary course of business and payable or dischargeable in accordance with customary trade terms and Investments (i) received in connection with the bankruptcy or reorganization of, or settlement of delinquent Accounts and disputes with, customers and suppliers, in each case in the ordinary course of business or (ii) received in settlement of debts created in the ordinary course of business and owing to any Credit Party or in satisfaction of litigation, arbitration or other disputes

(g) Investments in any Credit Party;

(h) Investments in the form of Permitted Acquisitions;

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(i) Investments consisting of lease, utility and other similar deposits in the ordinary course of business;

(j) Investments in a Person solely in exchange for the issuance of Equity Securities of the Borrower, or warrants, options or other rights to acquire Equity Securities of the Borrower;

(k) Investments made in any Taylor Subsidiary (x) prior to the Effective Date and (y) on and Effective Date consisting of contributions of inventory in the ordinary course of business and consistent with past practice;

(l) Investments made as a result of the receipt of non-cash consideration from a transaction that was made pursuant to and in compliance with Section 6.3

(m) Investments to the extent made with the net proceeds from the Fox Creek Litigation; and

(n) other Investments in an aggregate amount not to exceed at any one time outstanding the greater of $10,000,000 and 3% of Consolidated Net Tangible Assets.

6.5 Swap Transactions.

No Credit Party will enter into any Swap Transaction or engage in any transactions in respect thereof, except (i) Swap Transactions entered into by any Credit Party to hedge or mitigate risks to which any Credit Party has exposure, (ii) Swap Transactions entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any other Credit Party, or (iii) F/X Contracts entered into in accordance with Section 2.18.

6.6 Restricted Payments.

No Credit Party will declare, pay or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except

(a) the Borrower may declare and pay Restricted Payments to the extent payable in additional Equity Securities or from the proceeds of the issuance of or contributions of capital to Equity Securities;

(b) any Credit Party (other than the Borrower) may declare and pay dividends ratably with respect to their Equity Securities to another Credit Party and any Credit Party (other than the Borrower) may redeem or repurchase its own Equity Securities;

(c) the Borrower may make payments in lieu of the issuance by Borrower of fractional shares of Equity Securities in connection with stock dividends, splits or business combinations or the exercise of warrants, options or other securities convertible or exchangeable for Equity Securities;

(d) any Credit Party may make Restricted Payments pursuant to and in accordance with stock option plans, profit sharing plans and/or other benefit plans for directors, officers, management, employees or consultants of the Borrower and its Subsidiaries;

(e) any Credit Party may make Restricted Payments, including to purchase, redeem, retire, or otherwise acquire its Equity Securities, to the extent such Restricted Payments are made

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from the substantially concurrent receipt by Borrower of third-party capital contributions or the substantially concurrent issuance of new Equity Securities of Borrower (with contributions or issuances within 30 days of such Restricted Payments being deemed to be substantially concurrent);

(f) the Credit Party may make repurchases, redemptions or exchanges of Equity Securities of Borrower that occur or are deemed to occur upon exercise of stock options or exchange of exchangeable shares if such Equity Securities represent a portion of the exercise price of such options and Borrower may make repurchases, redemptions or other acquisitions or retirements for value of Equity Securities of Borrower made in lieu of withholding Taxes in connection with any exercise or exchange of stock options, warrants or other similar rights;

(g) any Credit Party may make Restricted Payments from the net proceeds of the Fox Creek Litigation received by any Credit Party; and

(h) a Credit Party may otherwise make Restricted Payments provided that the Payment Conditions are satisfied.

6.7 Transactions with Affiliates.

No Credit Party will sell, lease, gift or otherwise transfer any Property to, or purchase, lease or otherwise acquire any Property from, or otherwise engage in any other transactions with, any of its Affiliates (including the Taylor Subsidiaries), except (a) in the ordinary course of business on terms and conditions (taken as a whole) not less favourable to the Credit Party than could be obtained on an arm's-length basis from unrelated third parties, (b) transactions between or among the Credit Parties to the extent not involving any other Affiliate, or (c) any Restricted Payment permitted by Section 6.6. The foregoing restrictions shall not apply to: (i) the payment of reasonable and customary fees to directors of any Credit Party, (ii) any other transaction with any employee, officer or director of the Borrower or any of its Subsidiaries pursuant to employee profit sharing and/or benefit plans and compensation and non-competition arrangements in customary amounts and entered into in the ordinary course of business, (iii) any reimbursement of reasonable out-of-pocket costs incurred by an Affiliate of any Credit Party on behalf of or for the account of any Credit Party, (iv) the issuance or sale of Equity Securities of Borrower or warrants, options or other rights to acquire Equity Securities of Borrower, or the receipt by Borrower of any capital contribution from, its shareholders or Affiliates, (v) the performance of obligations of any Credit Party under the terms of any agreement to which such Credit Party is a party as of the Effective Date, as each such agreement may be amended, modified, supplemented, extended or renewed from time to time; provided, however, that any future amendment, modification, supplement, extension or renewal entered into after the Effective Date will only be permitted under this clause (v) to the extent that its terms are not materially more disadvantageous, in the aggregate (in the good faith determination of a Responsible Officer of the Borrower), to the Lenders than the terms of the relevant agreement as in effect on the Effective Date.

6.8 Repayment of Subordinated Debt.

No Credit Party will repay, prepay, redeem, repurchase, defease or otherwise make any payment on account of any Subordinated Debt except to the extent permitted under the subordination terms set forth in the Subordinated Debt Documents.

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6.9 Restrictive Agreements.

No Credit Party will directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of a Credit Party to pay dividends or other distributions with respect to any Equity Securities or with respect to, or measured by, its profits or to make or repay loans or advances to the Borrower or any other Credit Party or to provide a Guarantee of any Indebtedness of the Borrower or any other Credit Party under the Loan Documents or (b) the ability of the Borrower or any other Credit Party to make any loan or advance to the Borrower or any of the other Credit Parties; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by Applicable Law or by this Agreement, (ii) the foregoing shall not apply to restrictions and condition existing on the date hereof (and any renewal, extension or replacement thereof), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary of the Borrower pending such sale, (iv) customary restrictions and provisions in joint venture agreements and other similar agreements applicable to joint ventures to the extent such joint ventures are permitted hereunder, (v) customary provisions in commercial agreements arising in the ordinary course of business and restricting leases, subleases, licenses, or sublicenses, (vi) customary restrictions and conditions contained in any agreement relating to any agreement that is permitted under Section 6.1, 6.2 or 6.3(c), or is otherwise permitted by this Agreement.

6.10 Sales and Leasebacks.

No Credit Party will enter into any arrangement, directly or indirectly, with any Person (including the Taylor Subsidiaries) other than a Credit Party whereby such Credit Party shall sell or transfer any Property, whether now owned or hereafter acquired, and whereby the Credit Party shall then or thereafter rent or lease as lessee such Property or any part thereof or other Property which the Credit Party intends to use for substantially the same purpose or purposes as the Property sold or transferred, in each case unless such transaction would comply with the provisions of this Article 6.

6.11 Pension Plan Compliance.

[Reserved]

6.12 Sale or Discount of Receivables.

No Credit Party will discount or sell (with or without recourse) any of its Accounts other than Accounts identified as not being Eligible Accounts, provided they are owed by account debtors who do not, and will not, owe any Accounts which are subject to the Borrowing Base.

6.13 [Reserved].

6.14 Capital Expenditures.

No Credit Party will make Capital Expenditures in any Fiscal Year period for the Credit Parties on a consolidated basis in excess of 120% of the budgeted Capital Expenditures for such Fiscal Year period, as set forth in the most recent capital expenditure budget for such period delivered to the Agent in accordance with Section 5.1(p).

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6.15 No Amendments to Subordinated Debt Documents.

No Credit Party will amend, modify or terminate (or waive any provision of or provide any consent under), any Subordinated Debt Document without the prior written consent of the Agent.

6.16 Changes Relating to Term Credit Documents.

Except as otherwise contemplated by the Intercreditor Agreement, no Credit Party shall amend, supplement, restate, replace or otherwise modify the terms of the Term Credit Documents if such amendment, supplement, restatement, replacement or other modification would (i) increase the principal amount, rate of interest or other amounts payable thereunder (excluding reasonable customary extension fees), other than the default rate of interest or (ii) accelerate the payment dates or amounts thereunder, shorten the maturity date or amortization periods under the Term Credit Agreement or introduce any mandatory prepayments, other than equity capital raises and sales or other dispositions of Term Loan Priority Collateral (as defined in the Intercreditor Agreement) to the extent not prohibited by the Intercreditor Agreement.

6.17 Prohibited Use of Proceeds; Sanctions.

The Borrower will not request any Borrowing, and the Borrower shall not use, and shall ensure each Credit Party and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws; (b) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country; or (c) in any manner that would result in the violation of any Sanctions.

ARTICLE 7 EVENTS OF DEFAULT

7.1 Events of Default.

It shall constitute an event of default ("Event of Default") if any one or more of the following shall occur:

(a) the Borrower shall fail to pay any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

(b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) above) payable under this Agreement, when and as the same shall become due and payable and such failure shall continue unremedied for a period of three (3) Business Days;

(c) any written representation or warranty made or deemed made by or on behalf of any Credit Party in or in connection with any Loan Document shall prove to have been incorrect when made or deemed to be made and, if the circumstances giving rise to the incorrect or misleading representation or warranty are capable of modification or rectification, the representation or warranty remains incorrect for a period of thirty (30) days after the earlier of (i) written notice thereof is given by the Agent to the Borrower and (ii) knowledge by a Responsible Officer of the Borrower of such incorrect representation or warranty;

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(d) any Credit Party shall fail to observe or perform any covenant, condition or agreement contained in Section 5.1(e) (monthly Borrowing Base reporting), 5.1(f) (weekly Borrowing Base reporting), 5.1(l)(i) (notices of Defaults or Events of Default), 5.2 (with respect to the Credit Party's existence), 5.3 (Priority Payables), 5.7 (Use of Proceeds), 5.12 (Financial Covenants) or Article 6; provided that any Lien incurred in contravention of Section 6.2 shall not result in an immediate Event of Default under this Section 7.1(d) so long as such Lien (i) does not secure Indebtedness for borrowed money, (ii) exists as a result of actions taken by third parties without the prior knowledge of any Responsible Officer of the Borrower, and (iii) such Lien is being contested in good faith by appropriate proceedings;

(e) any Credit Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in clauses (a), (b) or (d) above) or any other Loan Document, and such failure shall continue unremedied for a period of thirty (30) days after notice thereof from the Agent to the Borrower (which notice will be given at the request of any Lender);

(f) [Reserved];

(g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due prior to its scheduled maturity; provided that this Section 7.1(g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the Property securing such Indebtedness so long as the proceeds of such sale or transfer are sufficient to, and are applied to, reduce such secured Indebtedness to nil;

(h) any Credit Party:

(i) becomes insolvent, or generally does not or becomes unable to pay its debts or meet its liabilities as the same become due, or admits in writing its inability to pay its debts generally, or suspends or threatens to suspend making payment on any of its debts, or declares any general moratorium on its indebtedness or a moratorium is declared in respect of any of its indebtedness, or proposes a compromise or arrangement between it and any class of its creditors;

(ii) commits an act of bankruptcy under any Debtor Relief Law, files a voluntary assignment in bankruptcy under any Debtor Relief Law, makes a proposal (or files a notice of its intention to do so) under any Debtor Relief Law or institutes any proceedings seeking relief in respect of itself under any Debtor Relief Law;

(iii) institutes any proceeding seeking to adjudicate it an insolvent, or seeking liquidation, dissolution, winding-up, reorganization, compromise, arrangement, adjustment, protection, moratorium, relief, stay of proceedings of creditors generally (or any class of creditors), or composition of it or its debts or any other relief, under any federal, provincial or foreign Applicable Law now or hereafter in effect relating to bankruptcy, winding-up, insolvency, reorganization, receivership, plans of arrangement or relief or protection of debtors (including any Debtor Relief Law) or at

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common law or in equity, or files an answer admitting the material allegations of a petition filed against it in any such proceeding;

(iv) applies for the appointment of, or the taking of possession by, a receiver, interim receiver, receiver/manager, sequestrator, conservator, custodian, administrator, trustee, liquidator or other similar official for it or any substantial part of its property; or

(v) takes any action, corporate or otherwise, to approve, effect, consent to or authorize any of the actions described in this Section 7.1(h) or in Section 7.1(i);

(i) any petition is filed, application made or other proceeding instituted against or in respect of any Credit Party:

(i) seeking to adjudicate it an insolvent person;

(ii) seeking a bankruptcy order against it under any Debtor Relief Law or seeking to institute proceedings against it under any Debtor Relief Law;

(iii) seeking liquidation, dissolution, winding-up, reorganization, compromise, arrangement, adjustment, protection, moratorium, relief, stay of proceedings of creditors generally (or any class of creditors), or composition of it or its debts or any other relief under any federal, provincial or foreign Applicable Law now or hereafter in effect relating to bankruptcy, winding-up, insolvency, reorganization, receivership, plans of arrangement or relief or protection of debtors (including any Debtor Relief Law) or at common law or in equity; or

(iv) seeking the entry of an order for relief or the appointment of, or the taking of possession by, a receiver, interim receiver, receiver/manager, sequestrator, conservator, custodian, administrator, trustee, liquidator or other similar official for it or any substantial part of its property;

and such petition, application or proceeding continues undismissed, or unstayed and in effect, for a period of 45 days after the institution thereof;

(j) [Reserved];

(k) one or more judgments for the payment of money in a cumulative amount in excess of Cdn.$7,500,000 (or its then equivalent in any other currency) (exclusive of amounts covered by insurance that has not been denied by the insurer) in the aggregate is rendered against the Borrower, any other Credit Party or any combination thereof and the Borrower or the other Credit Party has not (i) provided for its discharge in accordance with its terms within 60 days from the date of entry thereof, or (ii) procured a stay of execution thereof within 60 days from the date of entry thereof and within such period, or such longer period during which execution of such judgment has not been stayed, appealed such judgment and caused the execution thereof to be stayed during such appeal, provided that if enforcement and/or realization proceedings are lawfully commenced in respect thereof in the interim, such grace period will cease to apply;

(l) any Property of any Credit Party having a fair market value in excess of Cdn.$7,500,000 (or its then equivalent in any other currency) in the aggregate is seized (including by way of execution, attachment, garnishment, levy or distraint), or any Lien thereon securing

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Indebtedness in excess of Cdn.$7,500,000 (or its then equivalent in any other currency) is enforced and judgment obtained, or such Property has become subject to any charging order or equitable execution of a Governmental Authority, and in any case such seizure, enforcement, execution, attachment, garnishment, distraint, charging order or equitable execution, or other seizure or right, continues in effect and is not released or discharged for more than 60 days or such longer period during which entitlement to the use of such Property continues with the Credit Party (as the case may be), and the Credit Party (as the case may be) is contesting the same in good faith and by appropriate proceedings;

(m) [Reserved];

(n) this Agreement or any other Loan Document at any time for any reason terminates or ceases to be in full force and effect and a legally valid, binding and enforceable obligation of any Credit Party, is declared to be void or voidable or is repudiated, or the validity, binding effect, legality or enforceability hereof or thereof is at any time contested by any Credit Party, or any Credit Party denies that it has any or any further liability or obligation hereunder or thereunder or any action or proceeding is commenced to enjoin or restrain the performance or observance by any Credit Party of any material terms hereof or thereof or to question the validity or enforceability hereof or thereof, or at any time it is unlawful or impossible for any Credit Party to perform any of its material obligations hereunder or thereunder, in the case of each of the foregoing other than in accordance with the terms of this Agreement or any other Loan Document;

(o) any Lien purported to be created by any Security Document shall cease to be, or shall be asserted by any Credit Party not to be, a valid, perfected, first priority (except as otherwise expressly provided in this Agreement or such Security Document) Lien in Collateral with a fair market value or book value (whichever is greater) in excess, individually or in the aggregate, of Cdn.$7,500,000 (or the equivalent in any other currency);

(p) [Reserved];

(q) a Change in Control shall occur;

(r) [Reserved];

(s) [Reserved];

(t) there is a default under the EDC F/X Guarantee or the EDC Letter of Credit Guarantee, or the EDC F/X Guarantee, the EDC Letter of Credit Guarantee or any material obligation or other provision thereof at any time for any reason terminates or ceases to be in full force and effect and a legally valid, binding and enforceable obligation of the Borrower, is declared to be void or voidable or is repudiated, or the validity, binding effect, legality or enforceability hereof or thereof is at any time contested by the Borrower, or the Borrower denies that it has any or any further liability or obligation thereunder or any action or proceeding is commenced to enjoin or restrain the performance or observance by the Borrower of any material terms thereof or to question the validity or enforceability thereof, or at any time it is unlawful or impossible for the Borrower to perform any of its material obligations thereunder,

then, and in every such event (other than an event described in Section 7.1(h) (i) or (j), and at any time thereafter during the continuance of such event or any other such event, the Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take any or all of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, (ii) declare the Borrowings then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and

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payable may thereafter be declared to be due and payable), and thereupon the principal of the Borrowings so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind except as set forth earlier in this paragraph, all of which are hereby waived by the Borrower, (iii) apply any amounts outstanding to the credit of the Borrower to repayment of all amounts outstanding under this Agreement, and (iv) declare any or all of the Security Documents to be immediately enforceable. In the case of any Event of Default described in Section 7.1(h) (i) or (j), the Commitments shall automatically terminate and the Loans then outstanding, together with accrued interest thereon and all fees and other Obligations, shall automatically become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

7.2 Remedies.

(a) If an Event of Default has occurred which is continuing, the Agent may, in its discretion, and shall, at the direction of the Required Lenders, do one or more of the following at any time or times and in any order, without notice to or demand on the Borrower: (i) reduce the Commitments, or the advance rates against Eligible Accounts and/or Eligible Inventory used in computing the Borrowing Base, or reduce one or more of the other elements used in computing the Borrowing Base; (ii) restrict the amount of or refuse to make Revolving Loans; (iii) restrict or refuse to provide Letters of Credit and F/X Contracts; (iv) terminate the Commitments; (v) declare any or all Secured Obligations to be immediately due and payable; and (vi) pursue its other rights and remedies under the Loan Documents and applicable law and equity.

(b) If an Event of Default has occurred which is continuing and without limiting any rights or remedies arising under the Security Documents, (i) the Agent shall have for the benefit of the Lenders, in addition to all other rights of the Agent and the Lenders, the rights and remedies of a secured party under applicable law in the jurisdiction where the Collateral is located and all rights and remedies provided for in the Loan Documents; (ii) the Agent may, at any time, take possession of the Collateral and keep it on any Credit Party's Premises, at no cost to the Agent or any Lender, or remove any part of it to such other place or places as the Agent may desire, or the Credit Parties shall, upon the Agent's demand, at the Borrower's cost, assemble the Collateral and make it available to the Agent at a place convenient to the Agent; and (iii) the Agent may sell and deliver any Collateral at public or private sales, for cash, upon credit or otherwise, at such prices and upon such terms as the Agent deems advisable, in its sole discretion, and may postpone or adjourn any sale of the Collateral by an announcement at the time and place of sale or of such postponed or adjourned sale without giving a new notice of sale. Without in any way requiring notice to be given in the following manner, the Credit Parties agree that any notice by the Agent of sale, disposition or other intended action hereunder or in connection herewith, whether required by applicable law or otherwise, shall constitute reasonable notice to the Credit Parties if such notice is mailed by registered or certified mail, return receipt requested, postage prepaid, or is delivered personally against receipt, at least fifteen (15) days prior to such action to the Borrower's address specified in or pursuant to Section 9.1. If any Collateral is sold on terms other than payment in full at the time of sale, no credit shall be given against the Obligations until the Agent or the Lenders receive payment, and if the buyer defaults in payment, the Agent may resell the Collateral without further notice to the Credit Parties. If the Agent seeks to take possession of all or any portion of the Collateral by judicial process, the Credit Parties irrevocably waive: (A) the posting of any bond, surety or security with respect thereto which might otherwise be required; (B) any demand for possession prior to the commencement of any suit or action to recover the Collateral; and (C) any requirement that the Agent retain possession and not dispose

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of any Collateral until after trial or final judgment. The Credit Parties agree that the Agent and Lenders have no obligation to preserve rights to the Collateral or marshal any Collateral for the benefit of any Person. The Agent is hereby granted a license or other right to use, without charge, all of the Property of the Credit Parties, whether or not constituting Collateral, including its real estate, Equipment and Intellectual Property Rights (including labels, patents, copyrights, name, trade secrets, trade names, trademarks, and advertising matter, or any similar property), in completing production of, advertising or selling any Collateral, and the Credit Parties' rights under all licenses and all franchise agreements shall inure to the Agent's benefit for such purpose. The proceeds of sale shall be applied first to all expenses of sale, including legal fees, and then to the Secured Obligations. The Agent will return any excess to the Borrower and the Borrower shall remain liable for any deficiency.

(c) If an Event of Default has occurred is continuing, to the maximum extent permitted by law, the Credit Parties hereby waive all rights to notice and hearing prior to the exercise by the Agent of the Agent's rights to repossess the Collateral without judicial process or to reply, attach or levy upon the Collateral without notice or hearing.

(d) During the continuance of an Event of Default which is continuing, the Agent may, and upon the direction of the Required Lenders the Agent shall, apply any and all payments received by the Agent in respect of any Secured Obligation as set forth below. Notwithstanding any provision herein to the contrary, all payments made by or for the account of the Credit Parties to the Agent after any or all of the Secured Obligations have been accelerated (so long as such acceleration has not been rescinded), including proceeds of Collateral, shall be applied as follows:

first, to payment of costs and expenses, including legal costs, of the Agent payable or reimbursable by the Credit Parties under the Loan Documents;

second, to payment of legal costs of Lenders payable or reimbursable by the Borrower under this Agreement;

third, to payment of all accrued unpaid interest on the Secured Obligations and fees owed to Agent, Lenders and the Issuing Bank (except fees owed to the Issuing Bank with respect to the EDC APSG Facility and the EDC FXG Facility);

fourth, to payment of all Loans, Swingline Loans, reimbursement obligations in respect of Letter of Credit Exposure, Reimbursement Obligations, F/X Exposure, Cover, Bank Product Obligations which are subject to Availability Reserves and Cash Management Obligations which are subject to Availability Reserves, but excluding all Excluded Supported Swap Obligations and any Obligations under the EDC APSG Facility and the EDC FXG Facility);

fifth, Cash Management Obligations and Bank Product Obligations which are not subject to Availability Reserves, excluding any Bank Product Obligations under the EDC FXG Facility;

sixth, to payment of any other amounts owing which constitute Secured Obligations; and

seventh, any remainder shall be for the account of and paid to whoever may be lawfully entitled thereto.

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In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (ii) each of the Lenders or other Persons entitled to payment shall receive an amount equal to its pro rata share of amounts available to be applied pursuant to each applicable category.

(e) If the Agent receives any payment from or for the account of a Credit Party in any currency other than the currency in which the Secured Obligation is denominated, the Agent may convert the payment (including the proceeds of realization upon any Collateral) in accordance with its normal practice into the currency in which such Secured Obligation is denominated.

ARTICLE 8

THE AGENT

8.1 Appointment of Agent.

Each Lender hereby designates CIBC as Agent to act as herein specified and as specified in the other Loan Documents. Each Lender hereby irrevocably authorizes the Agent to take such action on its behalf under the provisions of the Loan Documents and to exercise such powers and to perform such duties thereunder as are specifically delegated to or required of the Agent by the terms thereof and such other powers as are reasonably incidental thereto. The Agent may perform any of its duties hereunder by or through its agents or employees.

8.2 Limitation of Duties of Agent.

The Agent shall have no duties or responsibilities except those expressly set forth with respect to the Agent in this Agreement and as specified in the other Loan Documents. Neither the Agent nor any of its Related Parties shall be liable for any action taken or omitted by it hereunder or in connection herewith, unless caused by its or their gross negligence or willful misconduct. The duties of the Agent shall be mechanical and administrative in nature; the Agent shall not have, by reason of this Agreement or the other Loan Documents, a fiduciary relationship in respect of any Lender. The motivations of the Agent are commercial in nature and not to invest in the general performance or operations of the Borrower. Nothing in this Agreement or the other Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon the Agent any obligations in respect of this Agreement except as expressly set forth herein. The Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to this Agreement or the other Loan Documents unless it is requested in writing to do so by the Required Lenders.

8.3 Lack of Reliance on the Agent.

(a) Independent Investigation. Independently, and without reliance upon the Agent, each Lender, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of the Borrower or any other Credit Party in connection with the taking or not taking of any action in connection herewith, and (ii) its own appraisal of the creditworthiness of the Borrower or any other Credit Party, and, except as expressly provided in this Agreement and the other Loan Documents, the Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the consummation of the Transactions or at any time or times thereafter.

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(b) Agent Not Responsible. The Agent shall not be responsible to any Lender for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforceability, collectability, priority or sufficiency of this Agreement or the other Loan Documents or the financial condition of the Borrower and any of the other Credit Parties or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or the other Loan Documents, or the financial condition of the Borrower and any of the other Credit Parties, or the existence or possible existence of any Default or Event of Default.

8.4 Certain Rights of the Agent.

If the Agent shall request instructions from the Lenders or the Required Lenders (as the case may be) with respect to any act or action (including the failure to act) in connection with this Agreement or the other Loan Documents, the Agent shall be entitled to refrain from such act or taking such action unless and until the Agent shall have received written instructions from the Lenders or the Required Lenders, as applicable, and the Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting under this Agreement and the other Loan Documents in accordance with the instructions of the Required Lenders, or, to the extent required by Section 9.2, all of the Lenders.

8.5 Reliance by Agent.

The Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or facsimile message, electronic mail, order or other documentary teletransmission or telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper Person. The Agent may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts.

8.6 Indemnification of Agent.

To the extent the Agent is not reimbursed and indemnified by the Borrower, each Lender will reimburse and indemnify the Agent, in proportion to its aggregate Applicable Percentage, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder, in any way relating to or arising out of this Agreement or any other Loan Document; provided that no Lender shall be liable to the Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements which are determined, by a final, non-appealable decision of a court of competent jurisdiction, to have resulted from the Agent's gross negligence (it being acknowledged that ordinary negligence does not necessarily constitute gross negligence) or willful misconduct.

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8.7 The Agent in its Individual Capacity.

With respect to its obligations under this Agreement and the Loans made by it, CIBC, in its capacity as a Lender hereunder, shall have the same rights and powers hereunder as any other Lender and may exercise the same as though it were not performing the duties, if any, specified herein; and the terms “Lenders”, “Required Lenders”, and any similar terms shall, unless the context clearly otherwise indicates, include CIBC, in its capacity as a Lender hereunder. The Agent may accept deposits from, lend money to, and generally engage in any kind of banking, trust, financial advisory or other business with the Credit Parties or any affiliate of the Credit Parties as if it were not performing the duties, if any, specified herein, and may accept fees and other consideration from the Credit Parties for services in connection with this Agreement and otherwise without having to account for the same to the Lenders.

8.8 May Treat Lender as Owner.

The Credit Parties and the Agent may deem and treat each Lender as the owner of the Loans recorded on the Register maintained pursuant to Section 9.4(c) for all purposes hereof until a written notice of the assignment or transfer thereof shall have been filed with the Agent. Any request, authority or consent of any Person who at the time of making such request or giving such authority or consent is the owner of a Loan shall be conclusive and binding on any subsequent owner, transferee or assignee of such Loan.

8.9 Successor Agent.

(a) Agent Resignation. The Agent may resign at any time by giving written notice thereof to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, upon five Business Days' notice to the Borrower, to appoint a successor Agent, subject to the approval of the Borrower, such approval not to be unreasonably withheld. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation, then, upon five Business Days' notice to the Borrower, the retiring Agent may, on behalf of the Lenders, appoint a successor Agent (subject to approval of the Borrower, such approval not to be unreasonably withheld), which shall be a financial institution organized under the laws of Canada having a combined capital and surplus of at least Cdn.$100,000,000 or having a parent company with combined capital and surplus of at least Cdn.$100,000,000; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to or to be made by, to or though the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent, as provided for above in the preceding paragraph.

(b) Rights, Powers, etc. 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 be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

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8.10 No Independent Legal Action by Lenders.

No Lender may take any independent legal action to enforce any obligation of the Credit Parties hereunder. Each Lender hereby acknowledges that, to the extent permitted by Applicable Law, the Security Documents and the remedies provided thereunder to the Lenders are for the benefit of the Lenders collectively and acting together and not severally, and further acknowledges that each Lender's rights hereunder and under the Security Documents are to be exercised collectively, not severally, by the Agent upon the decision of the Required Lenders. Accordingly, notwithstanding any of the provisions contained herein or in the Security Documents, each of the Lenders hereby covenants and agrees that it shall not be entitled to take any action hereunder or thereunder, including any declaration of default hereunder or thereunder, but that any such action shall be taken only by the Agent with the prior written agreement of the Required Lenders (or, in the case of actions to be taken in connection with security granted to any Lender by the Borrower pursuant to Section 427 of the Bank Act (Canada), the Lender holding such security shall act solely in accordance with the Agent's instructions), provided that, notwithstanding the foregoing, in the absence of instructions from the Lenders (or the Required Lenders) and where in the sole opinion of the Agent the exigencies of the situation so warrant such action, the Agent may without notice to or consent of the Lenders (or the Required Lenders) take such action on behalf of the Lenders as it deems appropriate or desirable in the interests of the Lenders. Each Lender hereby further covenants and agrees that upon any such written consent being given by the Required Lenders, it shall co-operate fully with the Agent to the extent requested by the Agent, and each Lender further covenants and agrees that all proceeds from the realization of or under the Security Documents (including all amounts received by any Lender in connection with the enforcement of security granted to it by the Borrower under Section 427 of the Bank Act (Canada)), to the extent permitted by Applicable Law, are held for the benefit of all of the Lenders and shall be shared among the Lenders rateably in accordance with this Agreement, and each Lender acknowledges that all costs of any such realization (including all amounts for which the Agent is required to be indemnified under the provisions thereof) shall be shared among the Lenders rateably in accordance with this Agreement. Each Lender covenants and agrees to do all acts and things and to make, execute and deliver all agreements and other instruments, so as to fully carry out the intent and purpose of this Section and each Lender hereby covenants and agrees that it shall not seek, take, accept or receive any security for any of the obligations and liabilities of the Borrower hereunder or under the other Loan Documents, or any other document, instrument, writing or agreement ancillary hereto or thereto, other than such security as is provided hereunder or thereunder, and that it shall not enter into any agreement with any of the parties hereto or thereto relating in any manner whatsoever to the Credit(s), unless all of the Lenders shall at the same time obtain the benefit of any such security or agreement, as the case may be.

8.11 Notice of Default.

The Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Agent shall have received written notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a "notice of default". The Agent will notify the Lenders of its receipt of any such notice. Subject to Section 8.4, the Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with this Agreement in pursuing any rights or remedies under the Loan Documents or at law or in equity; provided, however, that unless and until the Agent has received any such request, the Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable.

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8.12 Agency for Perfection.

Each Lender hereby appoints each other Lender as agent for the purpose of perfecting the Lenders' security interest in assets which can be perfected only by possession. Should any Lender (other than the Agent) obtain possession of any such Collateral, such Lender shall notify the Agent thereof, and, promptly upon the Agent's request therefor, shall deliver such Collateral to the Agent or in accordance with the Agent's instructions.

8.13 Payments by Agent to Lenders.

All payments to be made by the Agent to the Lenders shall be made by bank wire transfer or internal transfer of immediately available funds to each Lender pursuant to wire transfer instructions delivered in writing to the Agent on or prior to the Effective Date (or if such Lender is an Assignee, on the applicable Assignment and Assumption), or pursuant to such other wire transfer instructions as each party may designate for itself by written notice to the Agent. Concurrently with each such payment, the Agent shall identify whether such payment (or any portion thereof) represents principal, premium or interest on the Revolving Loans or otherwise.

8.14 Concerning the Collateral and the Related Loan Documents.

(a) Each Lender authorizes and directs the Agent to enter into this Agreement and the other Loan Documents for the rateable benefit and obligation of the Agent and the Lenders. Each Lender agrees that any action taken by the Agent or Required Lenders, as applicable, in accordance with the terms of this Agreement or the other Loan Documents, and the exercise by the Agent or the Required Lenders, as applicable, of their respective powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Lenders.

(b) The Agent will discharge the Guarantees and Liens constituted under the Security Documents (at the Borrower's expense) forthwith after all of the Secured Obligations have been unconditionally and irrevocably paid or satisfied in full in accordance with Section 2.6 and 2.9 and will discharge the Security Documents in respect of a given Credit Party if such Credit Party ceases to be a Guarantor hereunder in compliance with this Agreement.

(c) Each Lender hereby authorizes the Agent to execute and deliver such releases and no-interest letters as may be required in connection with any disposition of assets by any Credit Party in respect of which the Agent has received an officer's certificate of the Borrower certifying that such disposition is permitted hereunder, together with any other information from the Borrower reasonably required by the Agent, if any, to satisfy itself that any such disposition is permitted hereunder.

8.15 Field Audit and Examination Reports; Disclaimer by Lenders.

By signing this Agreement, each Lender:

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

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

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(c) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agent or other party performing any audit or examination will inspect only specific information regarding the Borrower and/or Guarantors and will rely significantly upon the Borrower's and Guarantors' books and records, as well as on representations of the Borrower's and Guarantors' personnel;

(d) agrees to keep all Reports confidential and strictly for its internal use, and not to distribute, except to its participants, or use any Report in any other manner; and

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

8.16 Quebec Security.

For greater certainty, and without limiting the powers of the Agent or any other Person acting as an agent or mandatory for the Agent hereunder or under any of the other Loan Documents, for the purposes of holding any hypothec granted to the Attorney (as defined below) pursuant to the laws of the Province of Québec to secure the prompt payment and performance of any and all Secured Obligations by any Credit Party, each of the Lenders hereby irrevocably appoints and authorizes the Agent and, to the extent necessary, ratifies the appointment and authorization of the Agent, to act as the hypothecary representative of the creditors as contemplated under Article 2692 of the Civil Code of Québec (in such capacity, the "Attorney"), and to enter into, to take and to hold on their behalf, and for their benefit, any hypothec, and to exercise such powers and duties that are conferred upon the Attorney under any related deed of hypothec. The Attorney shall: (a) have the sole and exclusive right and authority to exercise, except as may be otherwise specifically restricted by the terms thereof, all rights and remedies given to the Attorney pursuant to any such deed of hypothec and applicable law, and (b) benefit from and be subject to all provisions thereof with respect to the Agent mutatis mutandis, including all such provisions with respect to the liability or responsibility to and indemnification by the Lenders and Credit Parties. Any person who becomes a Lender shall, by its execution of an Assignment and Assumption, be deemed to have consented to and confirmed the Attorney as the person acting as hypothecary representative holding the aforesaid hypothecs as aforesaid and to have ratified, as of the date it becomes a Lender, all actions taken by the Attorney in such capacity. The substitution of the Agent pursuant to the provisions of Article 8 also constitute the substitution of the Attorney.

8.17 F/X Contracts, Swap Transactions and Cash Management Obligations

The obligations of the Credit Parties (a) in respect of an F/X Contract between the Borrower and an F/X Bank or a Lender Affiliate, (b) in respect of any other Swap Transaction between the Borrower and any Lender or Lender Affiliate, and (c) in respect of Cash Management Obligations between the Borrower and a Cash Management Provider, are all secured by the

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Security Documents, pari passu with the obligations of the Credit Parties under the Loan Documents, provided that all decisions regarding the administration and enforcement of the security interests granted under the Security Documents shall be made by the Agent and the Lenders under this Agreement, and while this Agreement remains in effect, any F/X Bank, Lender Affiliate or Cash Management Provider shall (in such capacity) have no voting rights under this Agreement and no other right whatsoever to participate in the administration or enforcement of such security interests. For the avoidance of doubt but without limitation, any or all of the Security Documents or any rights contained therein may be amended or released by the Agent without the consent of any F/X Bank, Lender Affiliate or Cash Management Provider. Each Lender that is or becomes an F/X Bank or Cash Management Provider shall be bound as such by virtue of its execution and delivery of this Agreement or an assignment and assumption agreement substantially in the form of Exhibit E, as applicable, notwithstanding that such capacity as F/X Bank or Cash Management Provider may not be identified on its signature line.

8.18 Erroneous Payments by the Agent.

(a) If the Agent notifies a Lender or other Secured Party, or any Person who has received funds on behalf of a Lender or other Secured Party under or pursuant to any of the Loan Documents (any such Lender, other Secured Party or other recipient, a “Payment Recipient”) that the Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Agent or any of its Affiliates were erroneously or mistakenly transmitted or paid to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, other Secured Party or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Agent, and such Lender or other Secured Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter, return to the Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Agent in same day funds at the greater of (x) in respect of an Erroneous Payment in U.S. Dollars, the Federal Funds Rate, and in respect of an Erroneous Payment in Canadian Dollars at a fluctuating rate per annum equal to the overnight rate at which Canadian Dollars may be borrowed by the Agent in the interbank market in an amount comparable to such Erroneous Payment (as determined by the Agent) and (y) a rate determined by the Agent in accordance with banking industry rules or prevailing market practice for interbank compensation from time to time in effect. A notice of the Agent to any Payment Recipient under this Section 8.18(a) shall be conclusive, absent manifest error.

(b) Without limiting Section 8.18(a), each Lender or other Secured Party, or any Person who has received funds on behalf of a Lender or other Secured Party under or pursuant to any of the Loan Documents, hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment,

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(y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Agent (or any of its Affiliates), or (z) that such Lender or Secured Party, or other such recipient, otherwise becomes aware was transmitted, paid, or received, in error or by mistake (in whole or in part) in each case:

(i) (A) in the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been made (absent express written confirmation from the Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and

(ii) such Lender or other Secured Party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of such error) notify the Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Agent pursuant to this Section 8.18(b).

(c) Each Lender and each other Secured Party hereby authorizes the Agent to set-off, net and apply any and all amounts at any time owing to such Lender or other Secured Party under any Security Document, or otherwise payable or distributable by the Agent to such Lender or other Secured Party from any source, against any amount due to the Agent under immediately preceding Section 8.18(a) or under the indemnification provisions of this Agreement.

(d) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Agent for any reason, after demand therefor by the Agent in accordance with Section 8.18(a), from any Lender that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its behalf) (such unrecovered amount, an "Erroneous Payment Return Deficiency"), upon the Agent's notice to such Lender at any time, (i) such Lender shall be deemed to have assigned its Loans (but not any of its Commitments) under the Credits with respect to which such Erroneous Payment was made (the "Erroneous Payment Impacted Facilities") in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Agent may specify) (such assignment of the Loans (but not any of its Commitments) of the Erroneous Payment Impacted Facilities, the "Erroneous Payment Deficiency Assignment") at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Agent in such instance), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Assumption with respect to such Erroneous Payment Deficiency Assignment, (ii) the Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, the Agent as the assignee Lender shall become a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender shall cease to be a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and any of its applicable Commitments which shall survive as to such assigning Lender, and (iv) the Agent may reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. The Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and, upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Agent shall retain all other rights, remedies and claims against such Lender (and/or against any recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender under the Revolving Facility

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and such Commitments under the Revolving Facility shall remain available in accordance with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that the Agent has sold a Loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Agent may be equitably subrogated, the Agent shall be contractually subrogated to all the rights and interests of the applicable Lender or other Secured Party under the applicable Security Documents with respect to each Erroneous Payment Return Deficiency (the "Erroneous Payment Subrogation Rights")

(e) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other Credit Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Agent from (i) the Borrower or any other Credit Party or (ii) the proceeds of realization from the enforcement of one or more of the Security Documents against or in respect of one or more of the Credit Parties, in each case, for the purpose of making such Erroneous Payment.

(f) To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Agent for the return of any Erroneous Payment received, including waiver of any defense based on "discharge for value", "good consideration" for the Erroneous Payment or change of position by such Payment Recipient, any defense that the intent of the Agent was that such Payment Recipient retain the Erroneous Payment in all events, or any doctrine or defense similar to any of the foregoing.

(g) Each party's obligations, agreements and waivers under this Section 8.18 shall survive the resignation or replacement of the Agent, or any assignment or transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Security Document.

(h) For purposes of this Section 8.18, each Lender:

(i) agrees it is executing and delivering this Agreement with respect to this Section 8.18 both on its own behalf and as agent for and on behalf of its Affiliates referred to in this Section 8.18 and any Person receiving funds under or pursuant to any of the Security Documents on behalf of such Lender or any of such Affiliates;

(ii) represents, warrants, covenants and agrees that its Affiliates referred to in this Section 8.18 and any Person receiving funds under or pursuant to any of the Security Documents on behalf of such Lender or any of such Affiliates are bound by the provisions of this Section 8.18; and

(iii) agrees that any matter or thing done or omitted to be done by such Lender, its Affiliates, or any Person receiving funds under or pursuant to any of the Security Documents on behalf of such Lender or any of such Affiliates which are the subject of this Section 8.18 will be binding upon such Lender and each Lender does hereby indemnify and save the Agent and its Affiliates harmless from any and all losses, expenses, claims, demands or other liabilities of the Agent and its Affiliates resulting from the failure of such Lender, its Affiliates or such Persons to comply with their obligations

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under and in respect of this Section 8.18, in each case, in accordance with and subject to the limitations in Section 8.6.

ARTICLE 9

MISCELLANEOUS

9.1 Notices.

(a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or electronic mail in each case to the addressee, as follows:

(i) if to the Borrower or any other Credit Party:

Source Energy Services Ltd.
Suite 500, 438 11 Avenue SE
Calgary, AB T2G 0Y4
Attention: Scott Melbourn, Chief Executive Officer
E-mail: [email protected]

(ii) if to the Agent:

Canadian Imperial Bank of Commerce
CIBC Square, 81 Bay Street 10th Floor
Toronto, ON M5J 0E7
Attention: Senior Director, Portfolio Management, Asset-Based Lending
Facsimile: [Redacted]

with a copy to:

Canadian Imperial Bank of Commerce
CIBC Square, 81 Bay Street 10th Floor
Toronto, ON M5J 0E7
Attention: [Redacted]
Facsimile: [Redacted]
Email: [Redacted]

(iii) if to any Lender or any Issuing Bank, to it at its address (or facsimile number) set forth opposite its name in the execution page(s) of this Agreement or the applicable Assignment and Assumption Agreement, as the case may be.

(b) Any notice received by the Borrower from the Agent shall be deemed also to have been received by each other Credit Party. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Agent. The Agent or the Borrower may, in their discretion, agree to accept notices

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and other communication to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

(c) Any party hereto may change its address, electronic mail address or facsimile number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

9.2 Waivers; Amendments.

(a) No failure or delay by the Agent or any Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Credit Parties therefrom shall in any event be effective unless the same shall be permitted by Section 9.2(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Agent or any Lender may have had notice or knowledge of such Default at the time.

(b) Neither this Agreement nor any other Loan Document (or any provision thereof or thereof) may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Agent with the consent of the Required Lenders (and for greater certainty, any such waiver, amendment or modification shall not require any consent or other agreement of any Credit Party other than the Borrower, notwithstanding that any such Credit Party may be a party to this Agreement or any other Loan Document); provided that no such agreement shall:

(i) increase the amount or extend the expiry date of any Commitment of any Lender (it being understood that a waiver of any condition precedent set forth in Article 4 or the waiver of any Default or Event of Default shall not constitute an increase or extension of any Commitment of any Lender);

(ii) reduce the principal amount of any Loan or reduce the rate of interest or any fee applicable to any Loan; (provided that only the consent of the Required Lenders shall be necessary (x) to amend the default rate of interest hereunder or to waive the obligation of the Borrower to pay interest at such default rate or (y) to amend any financial covenant (or any defined term directly or indirectly used therein), even if the effect of such amendment would be to reduce the rate of interest on any Loan or other obligation or to reduce any fee payable hereunder)

(iii) postpone the scheduled date of payment of the principal amount of any Loan, or any interest thereon, or any fees payable in respect thereof, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment;

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(iv) change any aspect of this Agreement in a manner that would alter the pro rata sharing of payments required herein;

(v) change any of the provisions of this Section 9.2 or the definition of "Required Lenders" or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder;

(vi) waive any Event of Default under Section 7.1(h) or (i); or

(vii) release the Borrower or any other Credit Party from any material obligations under the Security Documents and other instruments contemplated by this Agreement, release or discharge all or substantially all of the Liens arising under the Security Documents, lower the priority of any Lien arising under any of the Security Documents, or lower the priority of any payment obligation of the Borrower or any other Credit Party under any of the Loan Documents;

in each case without the prior written consent of each Lender; or, in the case of the matters referred to in clauses (i), (ii), (iii) and (iv), without the prior written consent of each Lender directly affected thereby and provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Agent hereunder, without the prior written consent of the Agent. For greater certainty, the Agent may release and discharge the Liens constituted by the Security Documents and otherwise execute and deliver for and on behalf of the Secured Parties all agreements, instruments and other documents to the extent necessary or (in the opinion of the Agent) advisable to enable the Credit Parties to complete any asset sale which is not prohibited by this Agreement or the other Loan Documents.

9.3 Expenses; Indemnity; Damage Waiver.

(a) The Borrower shall pay (i) all reasonable Out-of-Pocket Expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Agent and all applicable Taxes, in connection with the syndication of the credit facilities provided for herein and the preparation and administration of this Agreement and the other Loan Documents, (ii) all reasonable Out-of-Pocket Expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Agent and applicable Taxes, in connection with any amendments, modifications or waivers of the provisions hereof or of any of the other Loan Documents, whether or not the transactions contemplated hereby or thereby shall be consummated and, including as a result of an assignment by a Lender of all or a portion of its Commitments and Loans pursuant to Section 9.4, and (iii) all Out-of-Pocket Expenses incurred by the Agent or any Lender, including the fees, charges and disbursements of any counsel for the Agent or any Lender and all applicable Taxes, in connection with the enforcement or protection of their rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made hereunder, including all such Out-of-Pocket Expenses incurred during any workout, restructuring or negotiations in respect of such Loans and Indemnified Taxes.

(b) Each Credit Party shall indemnify the Agent and each Lender, as well as each Related Party and each assignee of any of the foregoing Persons (each such Person and each such assignee being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, cost recovery actions, damages, expenses and liabilities of whatsoever nature or kind and all Out-of-Pocket Expenses and all Indemnified Taxes to which any Indemnitee

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may become subject arising out of or in connection with (i) the execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder, and the consummation of the Transactions or any other transactions thereunder, (ii) any Loan, Letter of Credit or F/X Contract or any actual or proposed use of the proceeds therefrom, including any refusal by the Issuing Bank to honour a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any other Credit Party, or any Environmental Liability related in any way to the Borrower or any other Credit Party, (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing (including any claim arising out of the Agent or Lender's collection and use of personal information of any Credit Party's principals and/or senior management), whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, (v) any other aspect of this Agreement and the other Loan Documents, or (vi) the enforcement of any Indemnitee's rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence (it being acknowledged that ordinary negligence does not necessarily constitute gross negligence) or wilful misconduct of such Indemnitee.

(c) To the extent that the Borrower fails to pay any amount required to be paid under Sections 9.3 (a) or (b), each Lender severally agrees to pay to the Agent such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Agent, in its capacity as such.

(d) The Credit Parties shall not assert, and hereby waive (to the fullest extent permitted by Applicable Law), any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, any Loan Document, or any agreement or instrument contemplated thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.

(e) Any inspection of any Property of any Credit Party made by or through the Agent or any Lender is for purposes of administration of the Credits only, and no Credit Party is entitled to rely upon the same (whether or not such inspections are at the expense of the Credit Parties).

(f) By accepting or approving anything required to be observed, performed, fulfilled or given to the Agent or the Lenders pursuant to the Loan Documents, neither the Agent nor the Lenders shall be deemed to have warranted or represented the sufficiency, legality, effectiveness or legal effect of the same, or of any term, provision or condition thereof, and such acceptance or approval thereof shall not constitute a warranty or representation to anyone with respect thereto by the Agent or the Lenders.

(g) The relationship between the Credit Parties and the Agent and the Lenders is, and shall at all times remain, solely that of borrowers and lenders. Neither the Agent nor the Lenders shall under any circumstance be construed to be partners or joint venturers of the Credit Parties or their Affiliates. Neither the Agent nor the Lenders shall under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary relationship with the Credit Parties or their

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Affiliates, or to owe any fiduciary duty to the Credit Parties or their Affiliates. Neither the Agent nor the Lenders undertake or assume any responsibility or duty to the Credit Parties or their Affiliates to select, review, inspect, supervise, pass judgment upon or inform the Credit Parties or their Affiliates of any matter in connection with their Property or the operations of the Credit Parties or their Affiliates. The Credit Parties and their Affiliates and all shareholders and all direct and indirect shareholders of the Credit Parties shall rely entirely upon their own judgment with respect to such matters, and any review, inspection, supervision, exercise of judgment or supply of information undertaken or assumed by the Agent or the Lenders in connection with such matters is solely for the protection of the Agent and the Lenders, and neither the Credit Parties nor any other Person is entitled to rely thereon.

(h) The Agent and the Lenders shall not be responsible or liable to any Person for any loss, damage, liability or claim of any kind relating to injury or death to Persons or damage to Property caused by the actions, inaction or negligence of the Borrower or any other Credit Party and/or their Affiliates and/or any shareholder and/or any direct or indirect shareholder of any Credit Party; each Credit Party hereby indemnifies and holds the Agent and the Lenders harmless from any such loss, damage, liability or claim.

(i) This Agreement is made for the purpose of defining and setting forth certain obligations, rights and duties of the Credit Parties, the Agent and the Lenders in connection with the Loans, and is made for the sole benefit of the Credit Parties, the Agent and the Lenders, and the Agent's and each Lender's successors and assigns. Except as provided in Sections 9.3(b) and 9.4, no other Person shall have any rights of any nature hereunder or by reason thereof.

(j) All amounts due under this Section 9.3 shall be payable not later than three Business Days after written demand therefor.

9.4 Successors and Assigns.

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void), and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Related Parties of each of the Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Any Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments and the Borrowings at the time owing to it); provided that (i) except in the case of an assignment of any Commitment to an assignee that is a Lender with a Commitment immediately prior to giving effect to such assignment, each of the Agent and the Borrower must give their prior written consent to such assignment (which consent shall not be unreasonably withheld or delayed by the Borrower); and provided further that (ii) notwithstanding clause (i) immediately above, the Borrower's consent shall not be required with respect to any assignment made at any time after the occurrence and during the continuance of an Event of Default which is continuing, or in connection with any assignment by a Lender to an Affiliate of such Lender, (iii) except in the case of an assignment to a Lender or a Lender Affiliate or an assignment of the entire remaining amount of the assigning Lender's Commitment, the amount of the Commitment

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of the assigning Lender subject to each such assignment (determined as of the date on which the Assignment and Assumption relating to such assignment is delivered to the Agent) shall not be less than $1,000,000 (or, in the case of a U.S. Dollar-denominated Commitment, the U.S. $ Equivalent of $1,000,000), unless the Borrower and the Agent otherwise consent in writing and the amount held by each Lender after each such assignment shall not be less than Canadian $1,000,000 (or, in the case of a U.S. Dollar-denominated Commitment, the U.S. $ Equivalent of $1,000,000), unless the Borrower and the Agent otherwise consent in writing, (iv) each partial assignment in respect of a Commitment and the related Loans shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement in respect of such Commitment and the related Loans, (v) the parties to each assignment shall execute and deliver to the Agent an Assignment and Assumption, together with (except in the case of an assignment to a Lender or a Lender Affiliate) a processing and recordation fee of $3,500, payable by the assigning Lender, (vi) such assignment shall not be to an Affiliate of the Borrower, to an individual (natural person), to a Defaulting Lender or to a Deteriorating Lender, and (vii) the assignee, if it shall not be a Lender, shall deliver to the Agent an Administrative Questionnaire. The Agent shall provide the Borrower and each Lender with written notice of any change in (or new) address of a Lender disclosed in an Administrative Questionnaire. Subject to acceptance and recording thereof pursuant to Section 9.4(d), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, shall have all of the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.11, 2.12, and 2.13 and 9.3). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.4 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 9.4(e).

(c) The Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices in Toronto, Ontario a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive, and the Borrower, the Agent, and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice.

(d) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee's completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in Section 9.4(b) and any written consent to such assignment required by Section 9.4(b), the Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 9.4(d).

(e) Any Lender may, without notice to the Borrower or the consent of the Borrower or the Agent, sell participations to one or more Persons (a "Participant") in all or a portion of such Lender's rights and obligations under this Agreement and the other Loan Documents (including

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all or a portion of its Commitment and the Borrowings owing to it); provided that (i) such Lender's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Borrower, the Agent, and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.2(b) that affects such Participant. Subject to Section 9.4(f), the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.11, 2.12 and 2.13 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to this Section 9.4(b). To the extent permitted by Applicable Law, each Participant also shall be entitled to the benefits of Section 9.8 as though it were a Lender, provided that such Participant agrees to be subject to Section 2.14(c) as though it were a Lender.

(f) A Participant shall not be entitled to receive any greater payment under Section 2.12 or 2.13 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower's prior written consent.

(g) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and Section 9.4 shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

9.5 Survival.

All covenants, agreements, representations and warranties made by the Borrower or any other Credit Party herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. Sections 2.11, 2.12, 2.13 and 9.3 and Article 8 shall survive and remain in full force and effect, regardless of the consummation of the Transactions, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision thereof.

9.6 Counterparts; Integration; Effectiveness.

This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any

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separate letter agreements with respect to fees payable to the Agent, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.1, this Agreement shall become effective when it shall have been executed by the Agent and when the Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed original counterpart of a signature page of this Agreement by facsimile or other electronically scanned method of delivery shall be as effective as delivery of a manually executed original counterpart of this Agreement.

9.7 Severability.

Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

9.8 Right of Set-Off.

Each Lender and each of its Affiliates is hereby authorized at any time and from time to time during the continuance of an Event of Default which is continuing, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of any Credit Party against any of and all of the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured and regardless of the currency of the deposit. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of set off) which such Lender may have.

9.9 Governing Law; Jurisdiction; Consent to Service of Process.

(a) This Agreement shall be construed in accordance with and governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein.

(b) Each of the Credit Parties hereto hereby irrevocably and unconditionally submits, for itself and its Property, to the non-exclusive jurisdiction of the Courts of the Province of Alberta located in the City of Calgary, and any appellate court thereof, in any action or proceeding arising out of or relating to this Agreement, or any other Loan Document or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in Alberta. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. Nothing in this Agreement shall affect any right that the Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Credit Parties or their properties in the courts of any other jurisdiction.

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(c) Each of the Credit Parties hereby irrevocably and unconditionally waive, to the fullest extent they may legally and effectively do so, any objection which they may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in this Section 9.9. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Applicable Law, any forum non conveniens defence to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.1. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Applicable Law.

9.10 WAIVER OF JURY TRIAL.

EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

9.11 Headings.

Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

9.12 Confidentiality.

Each of the Agent and each Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to each of their, and each of their Affiliates', directors, officers, employees, agents and advisors, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any rating agency, regulatory authority or other Governmental Authority, or their legal counsel, (c) to the extent required by Applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies under any Loan Document or any suit, action or proceeding relating to any Loan Document or the enforcement of rights thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any actual or prospective assignee of or Participant (or such assignee's or Participant's advisors) in any of its rights or obligations under this Agreement, or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) to their auditors in connection with any audit, (h) to any financial institution (other than as otherwise identified in this Section 9.12), credit reporting agency or credit bureau, (i) to any Person with whom the Borrower or any other Credit Party may have or proposes to have financial dealings, or (j) with the consent of the Borrower. For greater certainty, the Borrower and

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each of the Credit Parties acknowledges that from time to time, the Borrower or any other Credit Party may request the Agent to facilitate the provision of certain financial services offered by CIBC (the "CIBC Services"). In such circumstances, CIBC policies and procedures ("CIBC's Policies") will apply in respect of all transactions undertaken by CIBC in connection with the provision of the CIBC Services, including any required due diligence investigation and related business approval processes conducted in respect of the Borrower and the other Credit Parties. The Borrower and each of the Credit Parties consents to the use of Information by CIBC for the purpose of facilitating compliance with CIBC's Policies in connection with CIBC Services requested by the Credit Parties. For the purposes of this Section, "Information" means all information received from the Borrower or any Credit Party relating to the Borrower, any of the Credit Parties, or their respective businesses, other than Information that is (i) is or becomes publicly available other than as a result of a breach of this Section, (ii) any such information that is or becomes available to the Agent, the Issuing Bank, or any Lender or a non-confidential basis prior to disclosure by the Borrower or any other Credit Party, or (iii) was already in the possession of the Agent, the Issuing Bank, or any Lender prior to its disclosure by the Borrower or any other Credit Party; or (iv) marked "non-confidential" (or such other words or expression having the same or similar meaning) by the Borrower or any other Credit Party. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information, acting prudently.

9.13 Press Releases and Related Materials.

Each Credit Party agrees that, except as required by Applicable Law, neither it nor its Affiliates will in the future issue any press releases or other public disclosure using the name of the Agent or any of the Lenders without at least two (2) Business Days' prior notice to the Agent or the applicable Lender unless (and only to the extent that) such Credit Party or Affiliate is required to do so under Applicable Law and then, in any event, such Credit Party or Affiliate will consult with the Agent or the applicable Lender before issuing such press release or other public disclosure. Each Credit Party consents to the publication by the Agent or any Lender of advertising material relating to the financing transactions contemplated by this Agreement using its name, product photographs, logo or trademark. The Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements.

9.14 Anti-Money Laundering Legislation.

(a) Each Credit Party acknowledges that, pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and other applicable anti-money laundering, anti-terrorist financing, government sanction and "know your client" laws under any Applicable Law, including the PATRIOT Act and the Trading with the Enemy Act (collectively, including any guidelines or orders thereunder, "AML Legislation"), the Lenders and the Agent may be required to obtain, verify and record information regarding each Credit Party, its directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Credit Parties, and the transactions contemplated hereby. Each Credit Party 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 or participant of a Lender or the Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence.

(b) If the Agent has ascertained the identity of the Credit Parties or any authorized signatories of the Credit Parties for the purposes of applicable AML Legislation, then the Agent:

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(i) shall not be deemed to have done so as an agent for each Lender, and this Agreement shall not constitute a “written agreement” in such regard between each Lender and the Agent within the meaning of applicable AML Legislation; and

(ii) shall provide to each Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness.

Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that the Agent has no obligation to ascertain the identity of the Credit Parties or any authorized signatories of the Credit Parties on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from the Borrowers or any such authorized signatory in doing so.

9.15 Defaulting Lenders.

Notwithstanding any provision of this Agreement to the contrary, if any Lender is a Defaulting Lender, then the following provisions shall apply to such Lender for so long as it remains a Defaulting Lender:

(a) fees shall cease to accrue pursuant to Section 2.10 in respect of the Commitment of such Defaulting Lender;

(b) the Commitments of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 9.2); provided that any waiver or amendment which affects such Defaulting Lender differently than other Lenders generally shall require the consent of such Defaulting Lender;

(c) any amount owing by a Defaulting Lender to the Agent or another Lender that is not paid when due shall bear interest at the interest rate applicable to Loans denominated in the applicable currency during such period;

(d) any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender other than in respect of the assignment of such Defaulting Lender’s Loans and Commitments) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Agent in a segregated account and, subject to any applicable requirements of law, be applied at such time or times as may be determined by the Agent (i) first, to the payment of any amounts owing by such Defaulting Lender to the Agent hereunder, (ii) second, pro rata, to the payment of any amounts owing by such Defaulting Lender to the Issuing Banks hereunder, (iii) third, to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, (iv) fourth, held in such account as cash collateral for future funding obligations of the Defaulting Lender under this Agreement (the amount of such cash collateral not to exceed the Commitment of such Defaulting Lender less the outstanding principal amount of such Defaulting Lender’s Loans), (v) fifth, to the payment of any other amounts owing to the Lenders or the Issuing Banks hereunder, (vi) sixth, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, and (vii) seventh, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if such payment is a prepayment of the

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principal amount of any Loans or reimbursement obligations in respect of Letters of Credit with respect to which a Defaulting Lender has funded its participation obligations, such payment shall be applied solely to prepay the Loans of, and reimbursement obligations owed to, all Lenders other than Defaulting Lenders pro rata prior to being applied to the prepayment of any Loans, or reimbursement obligations owed to, any Defaulting Lender;

(e) if a Defaulting Lender is an insolvent Defaulting Lender, any amount payable to such Defaulting Lender hereunder may, in lieu of being distributed pursuant to Section 9.15(d), be retained by the Agent to collateralize indemnification and reimbursement obligations of such Defaulting Lender hereunder in an amount determined by the Agent, acting reasonably; and

(f) Each Defaulting Lender shall be required to provide cash collateral to the Agent, for the benefit of the Lenders, to Cover its obligation to make payment in respect of its pro rata share of any outstanding Letters of Credit. To the extent that such cash collateral has not been provided, the Letter of Credit Exposure shall be allocated among the other Lenders, pro rata in accordance with their Commitments, provided that in the event that the allocation of such Letter of Credit Exposure causes a Lender to exceed its Commitment, the Borrower shall immediately repay to the Agent, for the benefit of each such Lender, the amount necessary to reduce the Letter of Credit Exposure such that the relevant Commitments are not exceeded. Notwithstanding anything else herein, while any Lender is a Defaulting Lender, the Issuing Bank shall not be required to issue any Letter of Credit unless it is satisfied that the Letter of Credit Exposure will be entirely covered by the Lenders who are not Defaulting Lenders.

No Commitment of any other Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 9.15, performance by the Borrower of its obligations hereunder and the other Loan Documents shall not be excused or otherwise modified as a result of any Lender becoming a Defaulting Lender. The rights and remedies against a Defaulting Lender under this Section 9.15 are in addition to other rights and remedies which the Borrower may have against such Defaulting Lender as a result of it becoming a Defaulting Lender and which the Agent or any other Lender may have against such Defaulting Lender with respect thereto.

9.16 Keepwell.

Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party to honour all of its obligations under this Credit Agreement and each other Loan Document to which it is a party in respect of Supported Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.16 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.16, or otherwise under this Credit Agreement or any other Loan Document, voidable under Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the payout of such Qualified ECP Guarantor's Obligations. Each Qualified ECP Guarantor intends that this Section 9.16 constitute, and this Section 9.16 shall be deemed to constitute, a "keepwell, support, or other agreement" for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

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9.17 No Strict Construction.

The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favouring or disfavouring any party by virtue of the authorship of any provisions of this Agreement.

9.18 Paramountcy.

In the event of any inconsistency between the provisions of this Agreement and the provisions of any other Loan Document, the provisions of this Agreement shall prevail.

9.19 LIMITATION OF LIABILITY.

NO CLAIM MAY BE MADE BY THE BORROWER, ANY OTHER CREDIT PARTY, ANY LENDER OR OTHER PERSON AGAINST THE AGENT, ANY LENDER, OR THE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS OF ANY OF THEM FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES IN RESPECT OF ANY CLAIM FOR BREACH OF CONTRACT OR ANY OTHER THEORY OF LIABILITY ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY ACT, OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH, AND THE BORROWER, ANY OTHER CREDIT PARTY, EACH LENDER AND THE AGENT HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE UPON ANY CLAIM FOR SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOUR.

9.20 Language.

The parties hereto confirm that it is their wish that this Agreement and any other document executed in connection with the transactions contemplated herein be drawn up in the English language only (except if another language is required under any Applicable Law) and that all other documents contemplated thereunder or relating thereto, including notices, may also be drawn up in the English language only. Each party hereto hereby confirms that it was represented by legal counsel and has had the opportunity to negotiate the terms of this Agreement and any other Loan Documents, including the essential stipulations thereof, with the assistance of its legal counsel. Les parties aux présentes confirment que c'est leur volonté que cette convention et les autres documents de crédit soient rédigés en langue anglaise seulement et que tous les documents, y compris tous avis, envisagés par cette convention et les autres documents peuvent être rédigés en langue anglaise seulement (sauf si une autre langue est requise en vertu d'une loi applicable). Chaque partie aux présentes confirme qu'elle a été représentée par des conseillers juridiques et a eu l'opportunité de négocier les termes de cette convention et des autres documents de crédit, y compris leurs stipulations essentielles, avec l'aide de ses conseillers juridiques.

[Balance of page left blank; signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

BORROWER:

SOURCE ENERGY SERVICES LTD. (amalgamation successor to Source Energy Services Ltd., SES Sand Investments (US) Ltd. and Source Energy Services Canada Holdings Ltd.)