OBSIDIAN ENERGY LTD. as Borrower - and - ROYAL BANK OF CANADA, THE BANK OF NOVA SCOTIA, BANK OF MONTREAL, CANADIAN IMPERIAL BANK OF COMMERCE, EXPORT DEVELOPMENT CANADA, ATB FINANCIAL, FÉDÉRATION DES CAISSES DESJARDINS DU QUÉBEC, NATIONAL BANK OF...

ARTICLE 1 INTERPRETATION

1.1

1.2

1.3

1.4

1.5

1.6

1.7

1.8

1.9

1.10

1.11

1.12

1.13

1.14

1.15

1.16

1.17

1.18

1.19

ARTICLE 2 DELIVERIES ON CLOSING DATE

2.1

2.2

ARTICLE 3 CREDIT FACILITIES

3.1

3.2

3.3

3.4

3.5

3.6

3.7

3.8

3.9

3.10

3.11

3.12

ARTICLE 4 SECURITY

4.1

4.2

4.3

4.4

4.5

4.6

4.7

4.8

4.9

4.10

ARTICLE 5 FUNDING AND OTHER MECHANICS

5.1

5.2

5.3

5.4

5.5

5.6

5.7

5.8

5.9

5.10

5.11

ARTICLE 6 DRAWDOWNS UNDER THE CREDIT FACILITY

6.1

6.2

6.3

6.4

6.5

ARTICLE 7 CALCULATION OF INTEREST AND FEES

7.1

7.2

7.3

7.4

7.5

7.6

7.7

7.8

7.9

ARTICLE 8 GENERAL PROVISIONS RELATING TO LIBOR BASED LOANS

8.1

8.2

8.3

ARTICLE 9 GENERAL PROVISIONS RELATING TO CDOR RATE LOANS

9.1

9.2

9.3

9.4

ARTICLE 10 LETTERS OF CREDIT

10.1

10.2

10.3

10.4

10.5

10.6

ARTICLE 11 INCREASED COSTS

11.1

11.2

11.3

11.4

11.5

ARTICLE 12 REPRESENTATIONS AND WARRANTIES OF THE BORROWER

12.1

12.2

12.3

ARTICLE 13 COVENANTS OF THE BORROWER

13.1

13.2

13.3

13.4

ARTICLE 14 EVENTS OF DEFAULT

14.1

14.2

14.3

14.4

14.5

14.6

ARTICLE 15 CONFIDENTIALITY

15.1

15.2

15.3

15.4

ARTICLE 16 ASSIGNMENT

16.1

16.2

16.3

16.4

ARTICLE 17 ADMINISTRATION OF THE CREDIT FACILITIES

17.1

17.2

17.3

17.4

17.5

17.6

17.7

17.8

17.9

17.10

17.11

17.12

17.13

17.14

17.15

17.16

17.17

17.18

17.19

ARTICLE 18 MISCELLANEOUS

18.1

18.2

18.3

18.4

18.5

18.6

18.7

18.8

18.9

18.10

18.11

18.12

18.13

18.14

18.15

Subject to Sections 1.12(c) and 17.17(a), no waiver by a Party of any provision or of the breach of any provision of the Documents (including a Default or an Event of Default) will be effective unless it is contained in a written instrument duly executed by an authorized officer or representative of such Party or, in the case of a Default or an Event of Default, by the Agent on behalf of the Majority Lenders, or all of the Lenders, as applicable. Such written waiver will affect only the matter specifically identified in the instrument granting the waiver and will not extend to any other matter, provision or breach.

The failure of a Party to take any steps in exercising any right in respect of the breach or non-fulfilment of any provision of the Documents will not operate as a waiver of that right, breach or provision, nor will any single or partial exercise of any right preclude any other or future exercise of that right or the exercise of any other right, whether in Law or otherwise.

Acceptance of payment by a Party after a breach or non-fulfilment of any provision of the Documents requiring a payment to such Party will constitute a waiver of such provision if cured by such payment, but will not constitute a waiver or cure of any other provision of the Documents.

If:

there occurs a material change in GAAP; or

the Borrower or any Subsidiary, as permitted by GAAP, adopts a material change in an accounting policy in order to more appropriately present events or transactions in its financial statements,

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

If the Borrower, the Agent or the Majority Lenders so indicate that they wish to revise the method of calculating the Financial Calculation, the Borrower and the Lenders shall in good faith attempt to agree on a revised method of calculating the Financial Calculation. If, however, within 30 days after receipt of the foregoing notice by the Borrower, the Agent or the Majority Lenders, as applicable, of their desire to revise the method of calculating the Financial Calculation, the Borrower and the Majority Lenders have not reached agreement in writing on such revised method of calculation, such method of calculation shall not be revised and all amounts to be determined thereunder shall be determined without giving effect to the Accounting Change. For greater certainty, if no notice of a desire to revise the method of calculating the Financial Calculation in respect of an Accounting Change is given by the Borrower, the Agent or the Majority Lenders within the applicable time period described above, then the method of calculating the Financial Calculation shall not be revised in response to such Accounting Change and all amounts to be determined pursuant to the Financial Calculation shall continue to be determined without giving effect to such Accounting Change.

If a Compliance Certificate is delivered in respect of a fiscal quarter or fiscal year in which an Accounting Change is implemented without giving effect to any revised method of calculating the Financial Calculation, and subsequently, as provided above, the method of calculating the Financial Calculation is revised in response to such Accounting Change, or the amount to be determined pursuant to the Financial Calculation is to be determined without giving effect to such Accounting Change, the Borrower shall deliver a revised Compliance Certificate. Any Event of Default which arises as a result of the Accounting Change and which is cured by this Section 1.16 shall be deemed never to have occurred.

For the purposes of this Agreement, including all financial calculations to be made hereunder, any lease which would be accounted for as an operating lease under GAAP as in effect on December 31, 2018 shall be, notwithstanding any subsequent change in GAAP, deemed to be accounted for as an operating lease and not as a capital lease (whether such lease is entered into or assumed before or after December 31, 2018).

The Borrower, the Agent and the Lenders agree that, on the Closing Date:

the Existing Credit Agreement shall be and is hereby amended and restated in the form of this Agreement;

all outstanding Accommodations (as that term is defined in the Existing Credit Agreement) and other amounts outstanding under the Existing Credit Agreement immediately prior to the Closing Date shall continue to be outstanding under this Agreement and shall be deemed to be:

in the case of outstanding Accommodations and other Obligations under the Operating Facility (as such terms are defined in the Existing Credit Agreement), such outstanding Accommodations and other Obligations shall continue to be outstanding on the Closing Date as Accommodations and Obligations under the Operating Facility under this Agreement as the same types of Accommodations and other Obligations under the Existing Credit Agreement immediately prior to the Closing Date;

in the case of outstanding Accommodations and other Obligations under the Syndicated Facility (as such terms are defined in the Existing Credit Agreement), such outstanding Accommodations and other Obligations shall continue to be outstanding as follows:

Cdn.$215,000,000 of the outstanding Canadian Prime Rate Loans thereunder (together with all accrued and unpaid interest thereon) shall continue to be outstanding as Canadian Prime Rate Loans (and accrued and unpaid interest thereon) under the Tranche B Facility under this Agreement; and

all other outstanding Accommodations and Obligations (as such terms are defined in the Existing Credit Agreement) thereunder shall continue to be outstanding as Accommodations and Obligations under the Tranche A Facility under this Agreement as the same types of Accommodations and other Obligations under the Existing Credit Agreement immediately prior to the Closing Date;

in order to give effect to the revised Commitment Amounts contemplated hereby, the Lenders hereby agree to take all steps and actions and execute and deliver all agreements, instruments and other documents as may be required by the Agent or any of the Lenders (including the assignment of interests in, or the purchase of participations in, such outstanding Accommodations) to give effect to the revised Commitment Amounts and to ensure that the aggregate Obligations owing to each Lender under the Credit Facilities are outstanding in proportion to each Lender’s Rateable Portion of all outstanding Obligations under the Credit Facilities after giving effect to the amendment and restatement hereof; and

this Agreement is an amendment and restatement of the Existing Credit Agreement and not a novation of the Existing Credit Agreement; as a consequence, the obligations, indebtedness and liabilities outstanding under the Existing Credit Agreement shall constitute obligations, indebtedness and liabilities hereunder governed by the terms hereof and shall continue to be secured by the Security. Such obligations, indebtedness and liabilities shall be continuing in all respects, and this Agreement shall not be deemed to evidence or result in a novation of such obligations, indebtedness and liabilities or a repayment and reborrowing of such obligations, indebtedness and liabilities. The Existing Credit Agreement has been amended and restated solely for the purposes of reflecting amendments to the Existing Credit Agreement which the Lenders, the Agent and the Borrower have agreed upon.

References herein to the “date hereof” or similar expressions shall be and shall be deemed to be to the date of the execution and delivery hereof, being March 26, 2021.

All references to the “Credit Agreement” contained in the Documents (other than the Existing Credit Agreement) delivered prior to the effectiveness of this Agreement shall be references to this Agreement without further amendment to those Documents. The Borrower confirms that each of the Documents remains in full force and effect. All deliverables made under the Existing Credit Agreement shall be deemed to have been delivered under this Agreement. Each Lender authorizes the Agent to take all actions and make such adjustments as are reasonably necessary to give effect to the foregoing.

Schedule A:

Definitions

Schedule B:

Commitments

Schedule C:

Form of Environmental Certificate

Schedule D:

Form of Oil and Gas Ownership Certificate

Schedule E:

Form of Request for Offer of Extension

Schedule F:

Form of Notice of Borrowing

Schedule G:

Form of Notice of Rollover or Notice of Conversion or Notice of Repayment

Schedule H:

Borrower Group Information

Schedule I:

Form of Compliance Certificate

Schedule J:

Form of Assignment and Assumption Agreement

Schedule K:

Existing LCs.

the receipt by the Agent, for and on behalf of the Lenders, of the following documents each fully executed (as applicable) and in full force and effect, and in form and substance satisfactory to the Lenders, acting reasonably:

this Agreement;

a Closing Certificate from each Loan Party;

an Oil and Gas Ownership Certificate;

a confirmation of guarantee and security in respect of the Security from each Loan Party;

the Closing Opinion; and

an opinion from counsel to the Lenders;

receipt by the Agent and the Lenders of the following (each of which shall be in form and substance satisfactory to the Lenders):

evidence of the registration, filing and recording of the Security in all applicable offices or places of registration;

satisfactory Lien searches or similar evidence from each applicable jurisdiction confirming no registered Liens, which are not Permitted Encumbrances;

a certificate of status, certificate of good standing, partnership declaration or similar evidence as to the creation or existence of each Borrower Group Member under the Laws of its jurisdiction of formation;

the Original Annual Budget for the 2021 fiscal year of the Borrower;

all documentation and other information requested by the Agent or any Lender, in each case acting reasonably, in connection with “know your customer” requirements and AML Legislation will have been provided at least 5 Banking Days prior to the Closing Date;

receipt by the Agent, for and on behalf of the Lenders, of the Amended, Restated and Consolidated Note Purchase Agreement to amend the maturity date of the Existing Notes to a date no earlier than November 30, 2022 and to provide parallel provisions for “payment-in-kind” interest on a portion of the principal amount of the Existing Notes which is proportionate to the amount of the Tranche B Facility to the extent the Borrower elects to pay interest in kind and shall otherwise provide for such amendments as may otherwise be acceptable to all of the Lenders, each in form and substance satisfactory to the Agent and Lenders’ Legal Counsel, each in their sole and absolute discretion, and a certified true and complete copy of the Amended, Restated and Consolidated Note Purchase Agreement shall be attached to the Closing Certificate of the Borrower;

receipt by the Agent of a fully executed copy of an amendment to the Intercreditor Agreement, effective as of the Closing Date, and such amendment shall be in form and substance satisfactory to the Agent, the Lenders and Lenders’ Legal Counsel, each in their sole and absolute discretion;

receipt by the Agent, for and on behalf of the Lenders, of the Closing Cash Flow Projection;

receipt by the Agent of the Agency Fee Agreement;

there has been no change which would have a Material Adverse Effect on the Borrower since December 31, 2020 and the Borrower shall have certified the same in the Closing Certificate of the Borrower;

no Default or Event of Default shall have occurred or shall occur as a result of the execution and delivery of the Documents and the Borrower shall have certified the same in the Closing Certificate of the Borrower;

each of the representation and warranties set out in Section 12.1 shall be true and correct in all material respects (other than those representations and warranties which are already subject to a materiality threshold (such as Material Adverse Effect), which shall be true and correct in all respects) and the Borrower shall have certified the same in the Closing Certificate of the Borrower;

the Borrower shall have paid to the Agent, on account of each of the Lenders, an extension fee in Canadian Dollars in an amount equal to [Redacted – Confidential] of the aggregate amount of each such Lender’s Individual Commitment Amount (that is, an aggregate extension fee of [Redacted – Confidential]);

the payment of all other fees and expenses (including agency fees) which are payable by the Borrower to the Agent and the Lenders, as the case may be, in connection with the Credit Facilities; and

receipt by the Agent of all such other agreements, certificates, declarations, opinions and other documents as are reasonably required by the Agent to confirm or establish the completion or satisfaction of the foregoing.

Operating Facility. The Operating Lender hereby establishes the Operating Facility in favour of the Borrower as a revolving credit facility. Accommodations under the Operating Facility may be drawn down by the Borrower during the Revolving Period in accordance with Section 3.9 in Canadian Dollars, or the Canadian Dollar Exchange Equivalent thereof in U.S. Dollars, or any combination thereof, to a maximum of the Operating Facility Commitment Amount, subject to Section 3.1(d). The Operating Facility is a revolving facility and amounts repaid thereunder (including by way of overdraft Drawdowns) may be re-borrowed. The Operating Facility Commitment Amount of the Operating Lender is set out in Schedule B.

Tranche A Facility. The Tranche A Facility Lenders hereby establish the Tranche A Facility in favour of the Borrower. The Tranche A Facility may be drawn down by the Borrower during the Revolving Period in accordance with Section 3.9 in Canadian Dollars, or the Canadian Dollar Exchange Equivalent thereof in U.S. Dollars, or any combination thereof, to a maximum of the Tranche A Facility Commitment Amount, subject to Section 3.1(d). The Tranche A Facility is a revolving facility and amounts repaid thereunder may be re-borrowed. The Individual Tranche A Facility Commitment Amount of each Tranche A Facility Lender is as set out in Schedule B.

Tranche B Facility. The Tranche B Facility Lenders hereby establish the Tranche B Facility in favour of the Borrower. The Tranche B Facility is a non-revolving facility and amounts repaid thereunder may not be re-borrowed and any repayment shall result in a permanent reduction of the Tranche B Facility to the extent of such repayment and a corresponding reduction of the Tranche B Facility Commitment Amount. The Individual Tranche B Facility Commitment Amount of each Tranche B Facility Lender is as set out in Schedule B. The Tranche B Facility will be deemed to be fully funded on the Closing Date by operation of Section 1.17(a).

Borrowing Base. Notwithstanding the Borrowing Base Facilities Commitment Amount, the Aggregate Principal Amount under all Borrowing Base Facilities shall at no time exceed the Borrowing Base, subject to Sections 3.5(d) and 5.9.

End of Revolving Period.

For certainty and notwithstanding any provision hereof to the contrary, until the Repayment of the Tranche B Facility, the extension provisions set forth in Sections 3.2 and 3.3 shall not be applicable.

Subject to subparagraph (a) of the definition of “Revolving Period”, the Revolving Period will end on May 31, 2022.

Extension.

From and after the Repayment of the Tranche B Facility, the Borrower may, provided no Default or Event of Default has occurred and is continuing, request an Offer of Extension in respect of each Lender for which there is a Revolving Period at such time (each a “Revolving Lender”) not more than 90 days and not less than 60 days prior to the last day of the then current Revolving Period. Such request shall be made by the Borrower by delivering to the Agent an executed Request for Offer of Extension and, if not previously delivered, the most current financial statements and production information required to be delivered by it hereunder. The Agent shall within 2 Banking Days of receipt thereof notify the Revolving Lenders of such Request for Offer of Extension and each Revolving Lender shall notify the Agent and the Borrower as to whether or not it agrees (in its sole discretion) to such request no later than 30 days prior to the last day of the then current Revolving Period (or such other later date as may be agreed by the Borrower and Majority Lenders) (the “Notification Date”); provided that, if a Revolving Lender does not so notify the Agent and the Borrower on or prior to the Notification Date, such Revolving Lender shall be deemed to have elected not to agree to such Request for Offer of Extension.

If the Borrower fails to make a Request for Offer of Extension within the time provided above, the then current Revolving Period will not be followed by a new Revolving Period and will continue until the Term Conversion Date with each such Lender’s Individual Borrowing Base Commitment Amount remaining available for Drawdown (subject to Section 6.1) until the Term Conversion Date applicable to such Lender.

If the Majority Revolving Lenders agree to such Request for Offer of Extension, the Agent shall promptly after the Notification Date deliver to the Borrower an Offer of Extension with respect to all Borrowing Base Facilities on behalf of the Revolving Lenders who have agreed to extend, which Offer of Extension shall identify the Revolving Lenders who have agreed to such Request for Offer of Extension. Any such Offer of Extension shall be open for acceptance by the Borrower until the Banking Day immediately preceding the last day of the then current Revolving Period. Upon written notice by the Borrower to the Agent accepting an outstanding Offer of Extension and agreeing to the terms and conditions specified therein, if any, the Revolving Period, in respect of those Revolving Lenders agreeing to such an extension, shall be extended to the date specified in the Offer of Extension subject to the terms and conditions, if any, specified in such Offer of Extension effective on the date of acceptance by the Borrower of the Offer of Extension.

If any Lender that receives notification from the Agent that the Borrower has made a Request for Offer of Extension, elects not to or is deemed not to make an Offer of Extension (each a “Non-Agreeing Lender”), the Agent shall forthwith so advise each of the other Lenders which do agree to provide an Offer of Extension and each such Lender shall have the right (but not the obligation) to purchase the Individual Borrowing Base Commitment Amount of such Non-Agreeing Lenders (each a “Non-Agreeing Lender Commitment Amount”) for a purchase price in an amount equal to the Aggregate Principal Amount of the Accommodations owing to such Non-Agreeing Lenders under the Borrowing Base Facilities (or such lower amount as may otherwise be agreed to by the applicable Non-Agreeing Lender in its sole discretion), together with accrued interest thereon to the date of payment of such principal amount and all other Obligations payable by the Borrower to such Non-Agreeing Lenders under this Agreement and the other Documents (including all losses, costs and expenses suffered or incurred by the Non-Agreeing Lenders as a result of complying with this Section 3.2(b) and all amounts owing to it under Sections 18.5, 18.6 and 18.7). Each of the other Lenders wishing to exercise its rights to purchase the Non-Agreeing Lender Commitment Amount (a “Purchasing Lender”) shall so notify the Borrower, the Agent and each of the other Lenders in writing, and such Purchasing Lender shall thereupon be obligated to purchase not less than 15 days prior to the last day of the then current Revolving Period, an amount equal to the Non-Agreeing Lender Commitment Amount multiplied by such Purchasing Lender’s Rateable Portion of the Borrowing Base Facilities Commitment Amount, over the aggregate of all Purchasing Lender’s Rateable Portion of the Borrowing Base Facilities Commitment Amount, or as otherwise agreed to by the Borrower and all Purchasing Lenders. The Purchasing Lender shall be deemed to have made an Offer of Extension in respect of the Non-Agreeing Lender Commitment Amount so purchased and the Term Conversion Date applicable to such commitment shall, upon acceptance of such offer by the Borrower, be extended to the Term Conversion Date applicable to such Purchasing Lender and such Credit Facility. The Non-Agreeing Lenders, the Purchasing Lenders, the Agent, the Borrower and each of the other Lenders, if any, shall forthwith duly execute and deliver any necessary documentation to give effect to such purchase, whereupon the Non-Agreeing Lenders shall, as of the effective date thereof, be released from its obligations to the Borrower hereunder and under the other Documents arising subsequent to such date.

If a Non-Agreeing Lender Commitment Amount is not purchased pursuant to Section 3.2(b)(iv), at the option of the Borrower:

so long as no Default or Event of Default exists and is continuing, the Borrower may repay in full all outstanding Accommodations and other Obligations owing hereunder and under the other Documents (including any expenses, breakage and other costs determined in accordance with Section 8.2 and 9.2) to such Non-Agreeing Lender on the applicable Term Conversion Date including cash collateralization in full of any contingent obligations in respect of any outstanding Letters of Credit, and, upon such repayment, the Non-Agreeing Lender shall cease to be a Lender hereunder and the Non-Agreeing Lender Commitment Amount shall be terminated; the Tranche A Facility Commitment Amount or the Operating Facility Commitment Amount, as applicable, shall be reduced by the amount of the terminated Non-Agreeing Lender Commitment Amount, and the Rateable Portion of each remaining Lender shall be adjusted accordingly;

the Non-Agreeing Lender shall, if requested by the Borrower, assign and transfer such Non-Agreeing Lender Commitment Amount to a Lender pursuant to Section 16.2; or

the undrawn portion of the Non-Agreeing Lender Commitment Amount shall, effective at 5:01 p.m. (Toronto time) on the applicable Term Conversion Date, be cancelled and such Non-Agreeing Lender’s Individual Commitment Amount shall thereafter convert to a non-revolving term facility which is due on November 30, 2022 as provided for in Section 3.3.

A Revolving Period may only be extended if the Majority Revolving Lenders agree to provide an Offer of Extension, and if such Majority Revolving Lenders do not agree to provide an Offer of Extension, the provisions of Section 3.3 shall apply.

This Section 3.2 shall apply from time to time to permit successive extensions of the Revolving Period, any Term Conversion Date, the Tranche A Facility Termination Date and the Operating Facility Termination Date if and for so long as the Majority Revolving Lenders have agreed in accordance with this Section 3.2; provided that no such extension will occur unless each of the Borrowing Base Facilities are so extended.

Tranche A Facility. Subject to Section 3.2, the undrawn portion of any Non-Agreeing Lender Commitment Amount in respect of the Tranche A Facility will be automatically cancelled at 5:01 p.m. (Toronto time) on the Term Conversion Date applicable to such Non-Agreeing Lender. Effective at such time, the Tranche A Facility will, with respect to a Non-Agreeing Lender, cease to be a revolving type facility and the Aggregate Principal Amount of the Tranche A Facility then applicable to such Non-Agreeing Lender, unless unconditionally and irrevocably repaid or cash collateralized in accordance with Section 3.2(b)(v)(A), will convert to a non-revolving term facility in an equivalent principal amount which is due on November 30, 2022.

Operating Facility. Subject to Section 3.2, the undrawn portion of the Operating Facility Commitment Amount will be automatically cancelled at 5:01 p.m. (Toronto time) on the then current Term Conversion Date in respect of the Operating Lender. Effective at such time on such time, the Operating Facility will cease to be a revolving type facility and the Aggregate Principal Amount of the Operating Facility, unless unconditionally and irrevocably repaid or cash collateralized in accordance with Section 3.2(b)(v)(A), will convert to a non-revolving term facility in an equivalent principal amount which is due on November 30, 2022.

Tranche A Facility.

Revolving Period. The Borrower may borrow, repay and re-borrow Accommodations under the Tranche A Facility, subject to Sections 3.1, 3.2, 3.3(a) and 5.7.

Tranche A Facility Termination Date. With respect to each Tranche A Facility Lender under the Tranche A Facility, the Aggregate Principal Amount owing to such Tranche A Facility Lender under the Tranche A Facility shall be repaid by the Borrower in one principal repayment on the Tranche A Facility Termination Date, together with all accrued and unpaid interest and fees thereon and all other Obligations owing to such Tranche A Facility Lender under the Tranche A Facility.

Tranche B Facility.

Non-Revolving Nature. The Tranche B Facility shall be a non-revolving credit facility: that is, any repayment of any Accommodations under the Tranche B Facility shall result in a permanent reduction of the Tranche B Facility to the extent of such repayment and a corresponding reduction of the Tranche B Facility Commitment Amount; and, for certainty, the Borrower shall not be entitled to make any Drawdown or re-borrowing in respect of and to the extent of any such repayment.

Tranche B Facility Termination Date. With respect to each Tranche B Facility Lender under the Tranche B Facility, the Aggregate Principal Amount owing to such Tranche B Facility Lender under the Tranche B Facility shall be repaid by the Borrower in one principal repayment on the Tranche B Facility Termination Date, together with all accrued and unpaid interest and fees thereon and all other Obligations (including, for certainty and if applicable, interest which has been capitalized pursuant to the “payment in kind” provisions set forth in Section 3.10(i)) owing to such Tranche B Facility Lender under the Tranche B Facility.

In the event (x) all of the Lenders agree to an increase of the Borrowing Base pursuant to a determination or re-determination made in accordance with Section 3.11, (y) there is a concurrent and equal increase in the Borrowing Base Facilities Commitment Amount (the amount of such increase being referred to in this clause (iii) as the “Applicable BB Commitment Increase Amount”), and (z) there remains an Aggregate Principal Amount outstanding under the Tranche B Facility at such time, the Borrower shall make, or cause to be made, a repayment of the Aggregate Principal Amount outstanding under the Tranche B Facility (and shall pay all accrued and unpaid interest and fees on the Accommodations being repaid) in an amount equal to the Applicable BB Commitment Increase Amount. For certainty, an increase in the Borrowing Base that exceeds the then applicable Borrowing Base Facilities Commitment Amount without a concurrent and equal increase in the Borrowing Base Facilities Commitment Amount shall not give rise to an obligation to repay Accommodations under the Tranche B Facility to the extent of such excess.

Operating Facility.

Revolving Period. The Borrower may borrow, repay and re-borrow Accommodations under the Operating Facility, subject to Sections 3.1, 3.2, 3.3(b) and 5.7.

Operating Facility Termination Date. The Aggregate Principal Amount owing to the Operating Lender under the Operating Facility shall be repaid by the Borrower in one principal repayment on the Operating Facility Termination Date, together with all accrued and unpaid interest and fees thereon and all other Obligations owing to the Operating Lender under the Operating Facility (subject to the cash collateralization of Letters of Credit as required by Section 10.4).

Borrowing Base Shortfall. If at any time there occurs a Borrowing Base Shortfall, the Agent shall promptly deliver to the Borrower a notice setting out the amount of the Borrowing Base Shortfall (the “Shortfall Notice”). Upon receipt of the Shortfall Notice, the Borrower will do one of the following or a combination thereof:

reduce the Aggregate Principal Amount under the Borrowing Base Facilities by the amount of the Borrowing Base Shortfall within 30 days (or from and after the Repayment of the Tranche B Facility, 60 days) of receipt of the Shortfall Notice with the proceeds of such reduction to be paid to the Borrowing Base Lenders in accordance with Section 17.3;

eliminate the Borrowing Base Shortfall by providing in favour of the Agent for and on behalf of the Lenders and the Swap Lenders additional security, such security to be in form and substance acceptable to the Lenders, to be delivered by the Borrower to the Agent for and on behalf of the Lenders within 30 days (or from and after the Repayment of the Tranche B Facility, 60 days) of receipt of the Shortfall Notice; or

eliminate the Borrowing Base Shortfall within 30 days (or from and after the Repayment of the Tranche B Facility, 60 days) of receipt of the Shortfall Notice by such other means as are acceptable to the Lenders, including adding additional P&NG Rights acceptable to the Lenders to the Borrowing Base Properties or by making a prepayment in accordance with Section 3.7.

Effect of Borrowing Base Shortfall. If a Shortfall Notice is given, then unless and until the Borrowing Base Shortfall is eliminated as required by Section 3.5(d), the Borrower will:

not request Advances, except for the Rollover or Conversion of then maturing Accommodations, provided the Maturity Date of such maturing Accommodations following their Conversion or Rollover, as the case may be, does not exceed the earlier of:

30 days from such date; and

the date which is 60 days after delivery of the Shortfall Notice;

provide to the Agent for the benefit of the Lenders, such information available to it to assist in determining the forecasted Available Cash Flow over the anticipated period of the Borrowing Base Shortfall;

not Dispose, or permit the Disposition, of any Borrowing Base Property except (A) pursuant to paragraphs (a), (b), (c) and (e) of the definition of Permitted Dispositions, (B) with the prior written consent of the Lenders, Dispositions of any Borrowing Base Property for fair market value provided that contemporaneously with such Disposition, the Borrower applies the Net Cash Proceeds thereof to prepay the Aggregate Principal Amount in an amount equal to the lesser of (I) the amount sufficient to eliminate such Borrowing Base Shortfall and (II) all Net Cash Proceeds of such Disposition or (C) as otherwise agreed to by the Majority Lenders; and

pay the increased compensation required under Section 3.10(e).

Dedication of Available Cash Flow. Following receipt of a Shortfall Notice and until the Borrowing Base Shortfall described therein is eliminated, the Borrower will dedicate (from and after the Repayment of the Tranche B Facility, on a monthly basis) to the Aggregate Principal Amount (on a pro rata basis between the Borrowing Base Facilities) all Available Cash Flow to eliminate as soon as possible, and in any event within 30 days (or from and after the Repayment of the Tranche B Facility, 60 days), the Borrowing Base Shortfall.

Mandatory Repayment of Credit Facilities re: Proceeds of Equity and Debt. In addition to and without limiting the other provisions hereof and prior to the Repayment of the Tranche B Facility, unless agreed otherwise by all of the Lenders in writing, the Borrower shall or shall cause the net proceeds of:

any equity securities (including, without limitation, any convertible, preferred or hybrid securities) issued by the Borrower or any Subsidiary (other than Excluded Equity Issues); and

any unsecured, second lien or subordinated Debt issued or incurred by the Borrower or any Subsidiary (including High Yield Notes),

Payments to Agent. All payments of the Obligations of the Borrower to the Lenders under the Tranche A Facility and the Tranche B Facility will be made by the Borrower to the Agent for the account of the applicable Lenders under such Credit Facility, and, except to the extent otherwise provided herein, in accordance with each such Lender’s Rateable Portions thereof, if any.

Payments to Operating Facility. All payments of the Obligations of the Borrower to the Operating Lender under the Operating Facility will be made by the Borrower to the Operating Lender for its own account.

Effective as of December 31, 2021, the outstanding Tranche B Facility Commitment Amount shall automatically be reduced and partially cancelled by, and the Aggregate Principal Amount under the Tranche B Facility (together with all accrued and unpaid interest and fees on the Aggregate Principal Amount being repaid) shall be repaid on such date in, an amount which is equal to:

the then amount of undrawn availability on the Borrowing Base Facilities; plus

the cash and Cash Equivalents then held by the Borrower and its Subsidiaries (but excluding therefrom any cash or Cash Equivalents which are Excluded Deposits/Amounts); less

the sum of (x) [Redacted – Confidential] plus (y) the amount required to be repaid under Existing Notes in accordance with the Intercreditor Agreement as a result of such repayment of the Tranche B Facility.

Upon the reduction and repayment of the Tranche B Facility as contemplated by this Section 3.6, the Individual Tranche B Facility Commitment Amount of each of the Tranche B Facility Lenders under the Tranche B Facility shall be reduced pro rata in the same proportion that the amount of the reduction and repayment in such Tranche B Facility bears to the amount of such Tranche B Facility in effect immediately prior to such reduction.

Canadian Prime Rate Loans, in principal amounts of not less than (i) under the Tranche A Facility and Tranche B Facility, Cdn. $2,000,000 and in multiples of Cdn. $100,000 for any amounts in excess thereof, and (ii) under the Operating Facility, Cdn. $100,000 and in multiples of Cdn. $100,000 for any amounts in excess thereof (except no such minimum or multiples shall apply to overdraft Drawdowns under the Operating Facility);

under the Borrowing Base Facilities only, U.S. Base Rate Loans, in principal amounts of not less than (i) under the Tranche A Facility, U.S. $2,000,000 and in multiples of U.S. $100,000 for any amounts in excess thereof and (ii) under the Operating Facility, U.S. $100,000 and in multiples of U.S. $100,000 for any amounts in excess thereof (except no such minimum or multiples shall apply to overdraft Drawdowns under the Operating Facility);

CDOR Rate Loans, subject to Section 9.1;

under the Borrowing Base Facilities only, LIBOR Based Loans, subject to Section 8.1;

under the Operating Facility only, Letters of Credit; and

under the Operating Facility only, overdraft Drawdowns in Canadian Dollars or U.S. Dollars,

Interest and Fees. Interest and fees payable by the Borrower under the Credit Facilities will be payable in the following manner:

each Canadian Prime Rate Loan drawn under the Credit Facilities and each Canadian Dollar overdraft Accommodation under the Operating Facility will bear interest at a variable rate of interest per annum equal to the Canadian Prime Rate plus the applicable margin indicated in the Pricing Table (as such applicable margin may be increased pursuant to the other provisions of this Section 3.10);

each LIBOR Based Loan drawn under the Credit Facilities will bear interest at a rate per annum equal to LIBOR plus the applicable margin indicated in the Pricing Table (as such applicable margin may be increased pursuant to the other provisions of this Section 3.10);

each CDOR Rate Loan drawn under the Credit Facilities will bear interest at a rate per annum equal to the CDOR Rate plus the applicable margin indicated in the Pricing Table (as such applicable margin may be increased pursuant to the other provisions of this Section 3.10);

each U.S. Base Rate Loan drawn under the Credit Facilities and each U.S. Dollar overdraft Accommodation under the Operating Facility will bear interest at a variable rate of interest per annum equal to the U.S. Base Rate plus the applicable margin indicated in the Pricing Table (as such applicable margin may be increased pursuant to the other provisions of this Section 3.10);

the Borrower will pay to the Operating Lender an issuance or renewal fee (the “Letter of Credit Fee”) in respect of each Letter of Credit quarterly in arrears in accordance with Section 7.3 at the applicable rate indicated in the Pricing Table (as such applicable margin may be increased pursuant to the other provisions of this Section 3.10), together with all other customary administrative charges in respect of any Letter of Credit; provided that such fee will be in a minimum amount of $250 (in the currency of the Letter of Credit) on each issuance or renewal;

the standby fee payable by the Borrower as set forth in Section 3.10(g) will be calculated based upon the applicable standby fee indicated in the Pricing Table; and

the following table is referred to in this Agreement as the “Pricing Table”:

Pricing Table

Level

Pricing

Ratio

Canadian Prime Rate /U.S.

Base Rate Margin

CDOR Rate Loan /LIBOR

Margin/ Letter of Credit Fee

(Financial Letters of Credit)*

Standby

Fees

I

£ 1.00:1.00

II

> 1.00:100

£ 1.50:1.00

III

> 1.50:1.00

£ 2.00:1.00

IV

> 2.00:1.00

£ 2.50:1.00

V

> 2.50:1.00

£ 3.00:1.00

VI

> 3.00:1.00

The pricing quoted above for Non-Financial Letters of Credit shall be 66²⁄₃% of the rate specified above for Letters of Credit; provided that, if any such Non-Financial Letter of Credit is determined by OSFI or any other applicable Administrative Body having jurisdiction not to be a Non-Financial Letter of Credit after the issuance thereof, the foregoing rate for such Non-Financial Letter of Credit shall be adjusted back to 100% of the rate specified above with retroactive effect to the date of issuance and the incremental issuance fee payable for the period from the date of issuance to the date of such determination by OSFI or such other applicable Administrative Body shall be payable on the first Banking Day following the then most recently completed fiscal quarter of the Borrower in which OSFI or such other applicable Administrative Body makes such determination.

Initial Rate. From the Closing Date until the date on which the next Compliance Certificate is delivered hereunder, the Level applicable to the Borrower in the Pricing Table will be Level V.

Changes in Rates due to Change in Ratio. For purposes hereof, the effective date on which any change in interest rates, Letter of Credit Fees or standby fees occurs will be the date that the Borrower delivers a Compliance Certificate as required hereunder which evidences a change in the Pricing Ratio that would result in a change in the level set out in the Pricing Table; provided that if such Compliance Certificate is not so delivered when required, then the applicable interest rates and fees shall be those set forth in Level VI of the Pricing Table effective as of the date such Compliance Certificate was otherwise due, such pricing to be effective until the first day following the date that such overdue Compliance Certificate is delivered (and notwithstanding any Default or Event of Default arising from such failure). Any increase or decrease in (i) the interest rates on LIBOR Based Loans and CDOR Rate Loans outstanding on the effective date of such change in the aforesaid rates and fees will apply proportionately to each such LIBOR Based Loan and CDOR Rate Loan, as applicable, outstanding on the basis of the number of days remaining in the term to maturity thereof; and (ii) the Letter of Credit Fees outstanding on the effective date of such change in the aforesaid rates and fees will apply proportionately to each such Letter of Credit outstanding on the basis of the number of days remaining in the applicable calendar quarter at the time of such change and thereafter, at such increased or decreased rate.

Restatement of Ratio. If the Borrower has delivered a Compliance Certificate that is subsequently found to be inaccurate in any way as a result of the Borrower’s financial results having to be restated or if the Borrower’s financial results were inaccurately reflected in the original financial results on which such Compliance Certificate was based or for any other reason and the result thereof is that the Pricing Ratio that was originally reported was lower (and the corresponding Level in the Pricing Table was lower) than it otherwise would have been in the absence of such inaccuracy or prior to such restatement, then the Borrower will, immediately upon the correction of such inaccuracy or upon such restatement, pay to the Agent for the benefit of the applicable Lenders an amount equal to the interest, Letter of Credit Fees and standby fees that the Lenders should have received, but did not receive, over the applicable period had the Pricing Ratio, and the underlying components thereof, been reported correctly in the first instance.

Borrowing Base Shortfall or Event of Default. Effective immediately following (i) receipt by the Borrower of a notice of a Borrowing Base Shortfall or (ii) an Event of Default (the “Pricing Change Effective Date”), the interest rates then applicable to Canadian Prime Rate Loans, LIBOR Based Loans, U.S. Base Rate Loans, CDOR Rate Loans and Letter of Credit Fees will each increase by [Redacted – Confidential] Basis Points per annum and such increase will remain in effect for as long as a Borrowing Base Shortfall or Event of Default subsists. An increase in interest rates and Letter of Credit Fees as aforesaid arising from a Borrowing Base Shortfall or Event of Default applies to all outstanding Accommodations under the Credit Facilities and will on the Pricing Change Effective Date apply proportionately to each LIBOR Based Loan, CDOR Rate Loan and Letter of Credit outstanding at such time on the basis of the number of days remaining in the term to maturity of each such Accommodation. The Borrower will pay to the Lenders any resulting increase in Letter of Credit Fees on or prior to the third Banking Day following the Pricing Change Effective Date. In the event that the Event of Default or Borrowing Base Shortfall no longer subsists and the Borrower has paid in advance the increased fees on a Letter of Credit for the term to maturity of a Letter of Credit, the Lenders will repay such amounts to the Borrower promptly after such Event of Default or Borrowing Base Shortfall no longer exists.

Agency Fee. The Borrower will pay to the Agent, on an annual basis, the agency fee agreed upon between the Borrower and the Agent pursuant to the Agency Fee Letter, the amount thereof to be kept confidential by the Borrower.

Standby Fee. The Borrower will, effective from and including the Closing Date to and including the Tranche A Facility Termination Date and the Operating Facility Termination Date, as the case may be, in respect of the applicable Credit Facility, pay to the Agent for the benefit of the Lenders under such Credit Facility, a standby fee in Canadian Dollars from time to time equal to the Basis Points set forth in the Pricing Table, calculated on the basis of a 365-day calendar year multiplied by (i) in respect of the Operating Facility, the Operating Facility Commitment Amount less the Canadian Dollar Exchange Equivalent of the Aggregate Principal Amount of the Operating Facility and (ii) in respect of the Tranche A Facility, the Tranche A Facility Commitment Amount, less the Canadian Dollar Exchange Equivalent of the Aggregate Principal Amount of the Tranche A Facility. The standby fee will be calculated daily and will be payable quarterly in arrears on the first Banking Day of each calendar quarter for the previous calendar quarter.

Increase in Rates on Term Conversion Date. The interest rates and fees applicable to the Credit Facilities determined in accordance with Section 3.10(a) shall, effective upon and during the Term Period, each increase by [Redacted – Confidential] Basis Points per annum. With respect to LIBOR Based Loans, CDOR Rate Loans or Letters of Credit outstanding on the Term Conversion Date, such increase shall apply on the basis of the number of days remaining in the term to maturity of each such Accommodation.

PIK Interest. Effective September 30, 2021, the interest rates then applicable to Canadian Prime Rate Loans, LIBOR Based Loans, U.S. Base Rate Loans and CDOR Rate Loans outstanding under the Tranche B Facility set forth in the Pricing Table shall increase, at the irrevocable election of the Borrower in its sole discretion, by either (i) [Redacted – Confidential] Basis Points per annum payable in full in cash or (ii) [Redacted – Confidential] Basis Points per annum to be “pay-in-kind” by capitalizing such [Redacted – Confidential] Basis Points per annum of interest and fees as principal outstanding under the Tranche B Facility (for certainty, the Aggregate Principal Amount under the Tranche B Facility shall automatically be increased by the amount of such interest “paid in kind” and capitalized (which interest “paid in kind” shall thereafter be treated as principal under the Tranche B Facility for all purposes under this Agreement)); provided that, if the Borrower fails to provide notice to the Agent of such election by September 30, 2021, the Borrower shall be deemed to have irrevocably elected (i) (the cash payment of interest and fees).

Borrowing Base. The Borrowing Base has been determined to be Cdn. $225,000,000 as of the Closing Date.

Setting of Borrowing Base. A determination of the Borrowing Base will occur semi-annually on or before May 31 and November 30 in each year the Credit Facilities remain available to the Borrower or any Obligations thereunder remain outstanding (in any such case, the “Scheduled Borrowing Base Date”) in accordance with the provisions of this Section 3.11, unless all of the Lenders agree otherwise; provided that, notwithstanding the foregoing, the next scheduled determination of the Borrowing Base will occur on or before the Scheduled Borrowing Base Date set for November 30, 2021. In addition to the foregoing semi-annual redeterminations, the Borrowing Base will be redetermined by the Lenders in any of the following circumstances:

the Majority Lenders may by notice in writing to the Agent, cause one additional re-determination of the Borrowing Base between each successive semi-annual Scheduled Borrowing Base Date upon notice to the Borrower;

if the amounts received by Loan Parties from all Hedge Monetizations since the last Borrowing Base Determination together with the proceeds received by the Loan Parties from Dispositions (for certainty, other than Permitted Dispositions described in subparagraphs (a), (b), (c) and (e) of the definition thereof) exceeds the Threshold Amount;

if a Material Adverse Effect has occurred;

at any time, the indirect or direct ownership interest of the Borrower in PROP is reduced in whole or in part;

at the request of any Lender (A) if the Borrower has failed to comply with the covenant set forth in Section 13.1(w), or (B) if an Event of Default occurs under Section 14.1(s), and, in either such case, the Majority Lenders (but not all of the Lenders) have waived such Event of Default; provided that any such request from a Lender is made not more than 10 Banking Days after such waiver from the Majority Lenders;

at the request of the Majority Lenders, if the Borrower Group Members have Shut-in/Abandonment Events which have Aggregate Average Daily Production associated therewith for the then most recently completed fiscal quarter of the Borrower that exceeds [Redacted—Confidential] of the Aggregate Average Daily Production for the then most recently completed fiscal quarter of the Borrower; or

at the request of the Majority Lenders, if the Term Conversion Date is deemed to be February 1, 2022 as provided for in subparagraph (a) of the definition of “Revolving Period”,

Determination of Borrowing Base. The Lenders may consult with each other when making any Borrowing Base Determination and any Borrowing Base Determination which: (i) results in an increase of the Borrowing Base, will require the unanimous agreement of all of the Lenders and (ii) determines the Borrowing Base to be either the same as the existing Borrowing Base (that is, for certainty, prior to making such Borrowing Base Determination) or results in a decrease of the Borrowing Base, will require the agreement of the Majority Lenders. Each Lender, in making its determination of the Borrowing Base value in connection with a Borrowing Base Determination, will act in accordance with its usual and customary practices for revolving loans of this nature. If the Lenders are unable to agree on a Borrowing Base Determination on or before the applicable Scheduled Borrowing Base Date or other applicable Borrowing Base Determination date set out herein, the previous Borrowing Base shall remain in effect until the Majority Lenders have agreed on the Borrowing Base Determination.

Notification of Borrowing Base. The Agent shall within 5 Banking Days of any Borrowing Base Determination advise the Borrower of the Borrowing Base value. The Borrowing Base shall be effective immediately upon notice thereof to the Borrower and any resulting adjustment of the Commitment Amount shall occur automatically. The Borrowing Base will remain in effect until the next Borrowing Base Determination is made as required or permitted herein.

Borrower May Request Re-determination. The Borrower may at any time request one re-determination of the Borrowing Base between each successive semi-annual Scheduled Borrowing Base Date upon notice to the Agent. Upon such request, the Borrowing Base will be re-determined as soon as reasonably practicable, provided that the Borrower has made available to the Agent, for the benefit of the Lenders, the current information which, in the opinion of the Majority Lenders, acting reasonably, is required to perform such re-determination. The Borrowing Base will be adjusted effective on the date specified in the notice of same given by the Agent to the Borrower. In connection with any such re-determination, the Agent on behalf of the Lenders will be entitled to charge the Borrower a reasonable “work fee” to be agreed upon between the Borrower and the Agent.

Borrowing Base Information. The Borrower will cooperate in all respects in providing the Agent, in a timely manner and for the benefit of the Lenders, with such information as may be reasonably required by the Lenders to assist in determining the Borrowing Base within the time period required hereunder. To assist the Lenders in a determination of the Borrowing Base, the Borrower will, while the Credit Facilities remain available to the Borrower, provide the Agent, for the benefit of the Lenders, with the materials and documents set forth in Section 13.1(e).

Meeting with Lenders. At the request of the Agent, the Borrower will meet annually or semi-annually, with the Lenders at a time and place mutually acceptable to the Borrower and the Lenders to review and discuss the production profile of the Borrowing Base Properties, and such other matters affecting the Loan Parties’ business as the Lenders may request, acting reasonably.

Dealing with Borrowing Base Properties. Subject to Sections 3.5(e)(iii), 3.11(b) and 13.2(g), the Borrower may at any time add, dispose or swap any property which is a Borrowing Base Property provided that, such addition, disposal or swap does not create a Borrowing Base Shortfall.

the demand debenture dated May 22, 2015 (or a joinder thereto), from each Loan Party creating a Lien in respect of all its respective present and after acquired property, assets and undertaking and a floating charge over all present and future owned real property, to be registered in all appropriate jurisdictions;

a guarantee from each Loan Party (or a joinder thereto) with respect to the Lender Secured Obligations of the other Loan Parties;

the Intercreditor Agreement;

when requested by the Agent, such documents and instruments providing a fixed Lien in accordance with Section 4.6; and

such further security agreements, deeds or other instruments of conveyance, assignment, transfer, mortgage, pledge or charge as the Lenders may reasonably request to effectively secure the undertaking, property and assets of the Loan Parties in the manner contemplated in paragraphs (a) through (d) (inclusive) above.

The Borrower and the Lenders agree and acknowledge that, subject to Section 14.5, the Security is being shared equally among the Lenders and the Swap Lenders to secure the Lender Secured Obligations on a rateable basis; and that the Collateral Trustee will hold the Security for the benefit of the Lender Secured Parties hereunder. For purposes of the above sentence, “rateable basis” means (subject to Section 14.5):

with respect to the Lenders under a Credit Facility, the Canadian Dollar Exchange Equivalent of the Aggregate Principal Amount and other Obligations under such Credit Facility relative to the Canadian Dollar Exchange Equivalent of all Lender Secured Obligations;

with respect to the Swap Lenders, the Canadian Dollar Exchange Equivalent of the Permitted Swap Indebtedness relative to the Canadian Dollar Exchange Equivalent of all Lender Secured Obligations; and

with respect to any Lender as it relates to the Cash Management Obligations, the Canadian Dollar Exchange Equivalent of the Cash Management Obligations owing to such Lender relative to the Canadian Dollar Exchange Equivalent of all Lender Secured Obligations.

If requested by the Lenders or any Swap Lender, the Lenders and the Swap Lenders will enter into such further intercreditor agreements and assurances as may be reasonably requested to further evidence the sharing provisions of this Section 4.2. In addition to the pari passu sharing provisions referred to above, such further agreements shall incorporate the following principles (which will also apply prior to the entering into of such further agreements):

any matter or thing done or omitted to be done by a Lender under or in respect of this Agreement, the Security or the other Documents will be binding upon the Swap Lenders and each Lender does hereby indemnify and save the other Lenders and the Agent harmless from any and all claims, demands or actions that a Swap Lender who is an Affiliate of such Lender may have against the Lenders and the Agent for any matter or thing done or omitted to be done by any of them under and in respect of this Agreement, the Security and the other Documents; and

if the Agent accelerates the Obligations pursuant to Section 14.2, each Swap Lender will promptly take all such steps as may be reasonably required, if any, to terminate all of its outstanding Swap Documents.

do, make, execute and deliver, or cause to be done, made, executed and delivered, all such further documents, financing statements, assignments, acts, matters and things which may be reasonably required by the Agent or Collateral Trustee to give effect to any provision of the amended, new or replacement Security;

provide the Agent and Collateral Trustee with such information as is reasonably required by the Agent or Collateral Trustee to identify the property to be charged;

do all such things as are reasonably required to grant the Liens to be granted pursuant to the amended, new or replacement Security;

provide the Agent and Collateral Trustee with all corporate, partnership or other organizational resolutions and other action required for the Borrower to grant the amended, new or replacement Security;

provide the Agent and Collateral Trustee with an opinion of the Borrower’s Counsel confirming the due authorization, execution and delivery by the applicable Loan Party of all such agreements and instruments comprising the amended, new or replacement Security in form and content satisfactory to the Agent, acting reasonably;

pay all reasonable costs and expenses incurred by the Agent in connection with the preparation, execution and registration of all agreements, documents and instruments, including any amendments to the Security, made in connection with this Section 4.7.

If a Lender ceases to be a Lender under this Agreement (a “Former Lender”), all Swap Indebtedness owing to such Former Lender and its Affiliates under Swap Documents entered into while such Former Lender was a Lender shall remain secured by the Security (equally and rateably) to the extent that such Swap Indebtedness was secured by the Security prior to such Lender becoming a Former Lender subject, however, to the following provisions of this Section 4.8. For certainty, any Swap Indebtedness under Hedging Agreements entered into with a Former Lender or an Affiliate thereof after the Former Lender has ceased to be a Lender shall not be secured by the Security. Notwithstanding the foregoing, while any Obligations remain outstanding under any Credit Facility, no Former Lender or any Affiliate thereof shall have any right to cause or require the enforcement of the Security or any right to participate in any decisions relating to the Security, including any decisions relating to the enforcement or manner of enforcement of the Security or decisions relating to any amendment to, waiver under, release of or other dealing with all or any part of the Security; for certainty, the sole right of a Former Lender and its Affiliates with respect to the Security while any Obligations remain outstanding under the Credit Facilities is to share, on a pari passu basis, in any proceeds of realization and enforcement of the Security as further contemplated in Section 14.5. If any amendment to this Section 4.8 is proposed that would adversely affect the rights of a Former Lender under this Agreement, then such amendment shall require the consent of each affected Former Lender.

Subject to Section 4.9, if any Swap Document remains outstanding after the Obligations are otherwise fully paid and satisfied and the Credit Facilities are cancelled, the Agent shall be entitled to discharge the Security; provided that:

at the request of any Swap Lender to the extent provided for in the applicable Hedging Agreement, but subject to paragraph (iii) below, the Borrower agrees to enter into margin arrangements with such Swap Lender under which the Borrower will be required to provide such Swap Lender with credit support in the form of cash or marketable securities with an aggregate value not less than the Swap Indebtedness then owing to such Swap Lender from time to time (to be determined pursuant to the definition of “Exposure” as contemplated by the 1994 form of Credit Support Annex published by ISDA but on the basis that Canadian Dollars is the “Termination Currency” for the purposes thereof); or

to the extent not provided for in the applicable Hedging Agreement, at the request of any Swap Lender (which request may be made at any time after the Closing Date), but subject to paragraph (iii) below, the Borrower agrees to amend its ISDA Master Agreement with such Swap Lender to reflect the provisions of paragraph (i) above;

the provisions of paragraph (i) and (ii) above shall survive repayment of the Obligations and termination of the Credit Facilities; and

any Swap Lender may elect to expressly override the provisions in paragraphs (i) and (ii) above in its ISDA Master Agreement (or in any amendment thereto) by expressly contemplating the discharge of the Security and the consequences thereof; provided that no such election shall affect the rights of any other Swap Lender.

To the extent that the Documents provide support, through a guarantee or otherwise, for any Swap Document or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the United States Federal Deposit Insurance Act and Title II of the United States ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Documents and any Supported QFC may in fact be stated to be governed by the laws of the Province of Alberta and the laws of Canada applicable therein or the laws of any other jurisdiction).

In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

with respect to Advances, other than by way of Letters of Credit, LIBOR Based Loans or CDOR Rate Loans, at least 1 Banking Day prior to such Advance, provided notice is received by the Agent no later than 12:00 noon (Toronto time) on the Banking Day immediately preceding the requested Drawdown Date or the date of Rollover or Conversion, as soon as applicable;

with respect to a Drawdown, Rollover or Conversion of or into a CDOR Rate Loan, at least 2 Banking Days prior to such Advance, provided notice is received by the Agent no later than 12:00 noon (Toronto time) on the second Banking Day immediately preceding the Drawdown Date or the date of Rollover or Conversion, as applicable;

with respect to a Drawdown, Rollover or Conversion of or into a LIBOR Based Loan, at least 3 Banking Days prior to such Advance, provided notice is received by the Agent no later than 12:00 noon (Toronto time) on the third Banking Day immediately preceding the Drawdown Date or the date of Rollover or Conversion, as applicable; and

with respect to Advances under the Operating Facility by way of Letters of Credit, at least 3 Banking Days prior to such Advance, provided notice is received by the Agent no later than 12:00 noon (Toronto time) on the third Banking Day immediately preceding the requested Drawdown Date or the date of Rollover or Conversion, as applicable.

Subject to Section 3.5, Section 5.2, Article 8 and Article 9, the Borrower will be entitled to effect a Rollover of one type of Accommodation into the same type of Accommodation under the same Credit Facility or to effect a Conversion of one type of Accommodation into another type of Accommodation under the same Credit Facility on the terms herein provided.

Subject to Section 8.1(b) and 9.1(b), if the Borrower fails to give the Agent a duly completed Notice of Rollover or Notice of Conversion if and as required by Section 5.2, or if in giving such notice the Borrower fails to provide for the Rollover or Conversion of all of the Accommodations then maturing, the Borrower will be deemed to have irrevocably elected to convert such maturing Accommodations, or that part of such maturing Accommodations which the Borrower has failed to provide for in such notice, as the case may be, into a Canadian Prime Rate Loan with respect to a Cdn. Dollar Accommodations or a U.S. Base Rate Loan with respect to a U.S. Dollar Accommodations under the same Credit Facility.

Unless the Agent has actual knowledge that a Lender has not made or notice that a Lender will not make available to the Agent for value on a Drawdown Date the applicable amount required from such Lender pursuant to Section 5.6, the Agent shall be entitled to assume that such amount has been or will be received from such Lender when so due and, notwithstanding that the Agent has not received the applicable amount required from such Lender pursuant to Section 5.6, the Agent may (but shall not be obliged to), in reliance upon such assumption, make available to the Borrower a corresponding amount (except that no such amount shall be made available to the Borrower in the case of a deemed Advance). If such amount is not in fact received by the Agent from such Lender on such Drawdown Date and the Agent has made available a corresponding amount to the Borrower on such Drawdown Date as aforesaid (or is deemed to have made an Advance to the Borrower in such amount), such Lender shall pay to the Agent on demand an amount equal to the aggregate of the applicable amount required from such Lender pursuant to Section 5.6 plus an amount equal to the product of (i) the rate per annum applicable to overnight deposits made with the Agent for amounts approximately equal to the amount required from such Lender multiplied by (ii) the amount that should have been paid to the Agent by such Lender on such Drawdown Date and was not, multiplied by (iii) a fraction, the numerator of which is the number of days that have elapsed from and including such Drawdown Date to but excluding the date on which the amount is received by the Agent from such Lender and the denominator of which is 365 in the case of all Advances. A certificate of the Agent containing details of the amount owing by a Lender under this Section 5.7 shall be binding and conclusive in the absence of manifest error. If any such amount is not in fact received by the Agent from such Lender on such Drawdown Date, the Agent shall be entitled to recover from the Borrower, on demand concurrently or after receipt of the certificate referred to below, the related amount made available by the Agent to the Borrower as aforesaid together with interest thereon at the applicable rate per annum payable by the Borrower hereunder, without prejudice to any rights the Borrower may have against such Lender. The amount payable to the Agent pursuant hereto will be as set forth in a certificate delivered by the Agent to such non-paying Lender and the Borrower (which certificate will contain reasonable details of how the amount payable is calculated) and will be conclusive and binding, for all purposes, in the absence of manifest error. If the Borrower and such Lender shall pay such interest to the Agent for the same or an overlapping period, then the Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Advance to the Agent, then the amount so paid shall constitute such Lender’s portion included in such advance. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Agent. The failure of any Lender to make its Rateable Portion of the applicable Advance will not relieve any other Lender of its obligation, if any, hereunder to make its Rateable Portion of such Advance on the date that such Advance is to take place, but no Lender will be responsible for the failure of any other Lender to provide its Rateable Portion of any such Advance under the applicable Credit Facility.

Notwithstanding the provisions of Section 5.7(a), if any Lender fails to make available to the Agent its Rateable Portion of any Advance, which for greater certainty includes a deemed Advance hereunder (such Lender being herein called the “Non-Paying Lender”), the Agent shall forthwith give notice of such failure by the Non-Paying Lender to the Borrower (except where such failure relates to a deemed Advance) and to the other Lenders. The Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Paying Lender’s Rateable Portion of such Advance (but in no way shall any other Lender or the Agent be obliged to do so) in the place of the Non-Paying Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Paying Lender in such circumstances and the aggregate of the funds which such Lenders (herein collectively called the ”Contributing Lenders” and individually called the ”Contributing Lender”) are prepared to make available exceeds the amount of the Advance which the Non-Paying Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Rateable Portion of such Advance based on the Contributing Lenders’ relative commitments to advance in such circumstances. If any Contributing Lender makes funds available in the place of a Non-Paying Lender in such circumstances, then the Non-Paying Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, any amount advanced on its behalf together with interest thereon at the rate applicable to such Accommodation from the date of Drawdown thereof to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of such Accommodation from the Borrower. The failure of any Lender to make available to the Agent its Rateable Portion of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Agent its Rateable Portion of any Advance as required herein.

the standby fees payable pursuant to Section 3.10(g) shall cease to accrue on the unused portion of the Operating Facility Commitment Amount and the Individual Tranche A Facility Commitment Amount of such Defaulting Lender;

a Defaulting Lender and its Individual Commitment Amount and its Rateable Portion of the Aggregate Principal Amount of such Defaulting Lender under the Credit Facilities, or any of them, shall not be included in determining whether all Lenders or the Majority Lenders, have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 17.17); provided that any waiver, amendment or modification requiring the consent of (i) all Lenders or (ii) each affected Lender that affects such Defaulting Lender materially and adversely differently than other affected Lenders shall require the consent of such Defaulting Lender;

subject to Section 5.7(b) and 5.8(f), for the purposes of any Advance requested hereunder while there is a Defaulting Lender, each Lender’s Rateable Portion thereof shall be calculated based on such Lender’s (A) Operating Facility Commitment Amount relative to the Operating Facility Commitment Amount as reduced by the Operating Facility Commitment Amount of the Defaulting Lender, in the case of the Operating Facility; (B) Individual Tranche A Facility Commitment Amount relative to the Tranche A Facility Commitment Amount as reduced by the Individual Tranche A Facility Commitment Amount of the Defaulting Lender, in the case of the Tranche A Facility; or (C) Individual Tranche B Facility Commitment Amount relative to the Tranche B Facility Commitment Amount as reduced by the Individual Tranche B Facility Commitment Amount of the Defaulting Lender, in the case of the Tranche B Facility;

the Agent may require such Defaulting Lender to pay to the Agent for deposit into an escrow account maintained by and in the name of the Agent an amount equal to such Defaulting Lender’s maximum contingent obligations hereunder to the Agent to the extent permitted by applicable Law;

to the extent permitted by applicable Law, the Agent shall be entitled to withhold and deposit in one or more non-interest bearing cash collateral accounts in the name of the Agent all amounts (whether principal, interest, fees or otherwise) received by the Agent and due to a Defaulting Lender pursuant to this Agreement, for so long as such Lender is a Defaulting Lender, which amounts shall be used by the Agent:

first, to reimburse the Agent for any amounts owing to it, in its capacity as Agent, by such Defaulting Lender pursuant to any Document;

second, to repay on a pro rata basis the incremental portion of any Advances made by a Lender in order to fund a shortfall created by a Defaulting Lender and, upon receipt of such repayment, each such Lender shall be deemed to have assigned to the Defaulting Lender such incremental portion of such Advances;

third, to cash collateralize all other obligations of such Defaulting Lender to the Agent owing pursuant to this Agreement in such amount as shall be determined from time to time by the Agent in its discretion, including such Defaulting Lender’s obligation to pay its Lender’s Rateable Portion of any indemnification, reimbursement or expense reimbursement amounts not paid by the Borrower;

fourth, to fund from time to time the Defaulting Lender’s Rateable Portion of the Obligations; and

for the avoidance of doubt, the Borrower shall retain and reserve its other rights and remedies respecting each Defaulting Lender.

Subject to Sections 5.9(b) and 5.10, if as a result of currency fluctuation, the Canadian Dollar Exchange Equivalent of the Aggregate Principal Amount owing to (i) the Lenders under the Borrowing Base Facilities exceeds the lesser of (A) the Borrowing Base and (B) the Borrowing Base Facilities Commitment Amount, (ii) the Tranche A Facility Lenders under the Tranche A Facility exceeds the Tranche A Facility Commitment Amount, (iii) the Tranche B Facility Lenders under the Tranche B Facility exceeds the Tranche B Facility Commitment Amount, or (iv) the Operating Lender under the Operating Facility exceeds the Operating Facility Commitment Amount (in the case of (i), (ii), (iii) or (iv), the “Excess”), the Borrower will, within 3 Banking Days after a written request from the Agent, pay the applicable Excess to the Agent as a Principal Repayment for the benefit of the applicable Lenders to be shared on the basis of each applicable Lender’s Rateable Portion.

Notwithstanding Section 5.9(a), if the applicable Excess represents an amount which is less than [Redacted – Confidential] of the Commitment Amount under the applicable Credit Facility, then the Borrower will only be required to repay the applicable Excess on the earlier of the next date of Rollover or Conversion or Term Conversion Date and 30 days after written request from the Agent.

if such position or net position is a credit in favour of the Borrower, the Operating Lender may apply the amount of such credit or any part thereof as a repayment of the Aggregate Principal Amount of the Operating Facility, and the Operating Lender will debit the Borrower’s Account with the amount of such repayment; and

if such position or net position is a debit in favour of the Operating Lender, the Operating Lender will make an overdraft Drawdown under the Operating Facility of such amount as is required to place such account in such credit or net credit position as has been agreed between the Borrower and the Operating Lender from time to time, and the Operating Lender may increase the Aggregate Principal Amount under the Operating Facility and credit such account with the proceeds of such Drawdown,

on the initial Advance hereunder, the Borrower will have complied, or caused to be complied, with the deliveries required under Section 2.1;

except in the case of an overdraft Drawdown under the Operating Facility, the appropriate Notice of Borrowing, Notice of Rollover or Notice of Conversion will have been delivered in accordance with the notice provisions provided in Section 5.2;

no Default or Event of Default will have occurred and be continuing;

subject to Section 12.2, each of the representations and warranties set out in Article 12 will be true and correct with the same effect as if such representations and warranties had been made on the date of such Advance (other than with respect to Rollovers and Conversions);

in the case of any Advances by way of a Drawdown, no Borrowing Base Shortfall will have occurred and be continuing and after giving effect to the proposed Drawdown, the Aggregate Principal Amount of the Borrowing Base Facilities shall not exceed the Borrowing Base then in effect;

the notice with respect to a Hostile Acquisition, if required to be given pursuant to Section 6.2, will have been provided by the Borrower and the other provisions of Section 6.2, if applicable, will have been complied with; and

other than in the case of an Advance of a Letter of Credit, after giving effect to such Advance and the application of the proceeds thereof (which application, for greater certainty, may not be contemporaneous with making of such Advance, but will occur within a reasonable period of time following the making of such Advance and in any event no longer than 3 Banking Days after the making of the applicable Advance), the Borrower would not have any Excess Cash.

at least 10 Banking Days prior to the delivery to the Agent of a Notice of Borrowing made in connection with a Hostile Acquisition, the president or chief financial officer of the Borrower will notify the Agent in writing (who will then notify the Lenders) of the particulars of the Hostile Acquisition in sufficient detail to enable each Lender to determine, in each Lender’s sole discretion, whether it will permit a Drawdown to be utilized for such Hostile Acquisition;

if a Lender decides not to fund a Drawdown to be utilized for such Hostile Acquisition, then upon such Lender so notifying the Agent in writing (who will then notify the Borrower), such Lender will have no obligation to fund such Drawdown notwithstanding any other provision of this Agreement to the contrary; and

each Lender will use reasonable commercial efforts to notify the Agent in writing as soon as practicable (and in any event within 5 Banking Days of receipt of the particulars thereof from the Agent) of its decision whether or not to fund a proposed Hostile Acquisition and if no such notice is delivered to the Agent in such period, such Lender will be deemed to have elected not to fund.

Interest. Except as expressly stated otherwise herein, all Canadian Prime Rate Loans, U.S. Base Rate Loans, CDOR Rate Loans and LIBOR Based Loans from time to time outstanding will bear interest, as well after as before maturity, default and judgment, with interest on overdue interest, at the applicable rates as prescribed under Section 3.10 or Section 18.11. Interest payable at a variable rate will be adjusted automatically without notice to the Borrower whenever there is a variation in such rate.

Calculation of Interest and Fees. Interest on Canadian Prime Rate Loans and U.S. Base Rate Loans will accrue and be calculated but not compounded daily and be payable monthly in arrears on the first Banking Day of each month for the immediately preceding month, or, after notice to the Borrower, on such other Banking Day as is customary for the Agent having regard to its then existing practice. Interest on Canadian Prime Rate Loans, U.S. Base Rate Loans, CDOR Rate Loans and Letter of Credit Fees will be calculated on the basis of a 365-day year.

Interest Act (Canada). For the purposes of the Interest Act (Canada) and any other applicable Laws which may hereafter regulate the calculation or computation of interest on borrowed funds, the annual rates of interest and fees applicable to Canadian Prime Rate Loans, U.S. Base Rate Loans, CDOR Rate Loans and Letters of Credit, respectively, are the rates as determined hereunder multiplied by the actual number of days in a period of one year commencing on the first day of the period for which such interest is payable and divided by 365.

LIBOR Based Loans and Federal Funds Rate. Interest on LIBOR Based Loans will accrue and be calculated but not compounded daily and be payable at the end of each applicable LIBOR Period, provided that, where the LIBOR Period exceeds 3 months, interest will be calculated and payable every 3 months during the term of the LIBOR Period and on the last day of the applicable LIBOR Period. Interest on LIBOR Based Loans and Accommodation based on the Federal Funds Rate will be calculated on the basis of the actual number of days in each LIBOR Period in respect of LIBOR Based Loans or period which an Accommodation based on the Federal Funds Rate is outstanding, in each case divided by 360. For the purposes of the Interest Act (Canada) and any other applicable Laws, the annual rates of interest applicable to LIBOR Based Loans and Accommodations based on the Federal Funds Rate are the rates as determined hereunder multiplied by the actual number of days in a period of one year commencing on the first day of the period for which such interest is payable and divided by 360.

CDOR Rate Loans. Interest on CDOR Rate Loans will accrue and be calculated but not compounded daily and be payable at the end of each applicable CDOR Period; provided that, where all of the Lenders have consented to the CDOR Period exceeding 3 months, interest on such CDOR Rate Loans will be calculated and payable every 3 months during the term of the CDOR Period and on the last day of the applicable CDOR Period. Interest on CDOR Rate Loans will be calculated on the basis of the actual number of days in each CDOR Period in respect of CDOR Rate Loans, in each case divided by 365.

THE BORROWER ACKNOWLEDGES AND CONFIRMS THAT: (A) THIS AGREEMENT AND THE OTHER DOCUMENTS, INCLUDING SECTION 3.10, ARTICLE 7 AND SECTION 18.11 HEREOF AND THE CONSTITUENT DEFINITIONS HEREIN AND UNDER THE OTHER DOCUMENTS RELATING TO INTEREST AND OTHER AMOUNTS PAYABLE HEREUNDER AND THEREUNDER, SATISFIES THE REQUIREMENTS OF SECTION 4 OF THE INTEREST ACT (CANADA) TO THE EXTENT THAT SECTION 4 OF THE INTEREST ACT (CANADA) APPLIES TO THE EXPRESSION, STATEMENT OR CALCULATION OF ANY RATE OF INTEREST OR OTHER RATE PER ANNUM HEREUNDER OR UNDER ANY OTHER DOCUMENT; AND (B) THE BORROWER AND THE MATERIAL SUBSIDIARIES ARE EACH ABLE TO CALCULATE THE YEARLY RATE OR PERCENTAGE OF INTEREST PAYABLE UNDER ANY DOCUMENT BASED ON THE METHODOLOGY SET OUT HEREIN AND UNDER THE OTHER DOCUMENTS, INCLUDING SECTION 3.10, ARTICLE AND SECTION 18.11 HEREOF AND THE CONSTITUENT DEFINITIONS HEREIN AND UNDER THE OTHER DOCUMENTS RELATING TO INTEREST AND OTHER AMOUNTS PAYABLE HEREUNDER AND THEREUNDER.

THE BORROWER HEREBY IRREVOCABLY AGREES NOT TO, AND AGREES TO CAUSE EACH OF ITS MATERIAL SUBSIDIARIES NOT TO, PLEAD OR ASSERT, WHETHER BY WAY OF DEFENCE OR OTHERWISE, IN ANY PROCEEDING RELATING TO THE DOCUMENTS, THAT THE INTEREST PAYABLE UNDER THE DOCUMENTS AND THE CALCULATION THEREOF HAS NOT BEEN ADEQUATELY DISCLOSED TO THE BORROWER OR ANY MATERIAL SUBSIDIARY, WHETHER PURSUANT TO SECTION 4 OF THE INTEREST ACT (CANADA) OR ANY OTHER APPLICABLE LAW OR LEGAL PRINCIPLE.

The aggregate amount of each Advance by way of a LIBOR Based Loan will be at least U.S. $2,000,000 and in multiples of U.S. $1,000,000 for any amount in excess thereof, and each LIBOR Based Loan will have a term to maturity of 1 month, or as otherwise agreed by all of the Lenders (in their sole discretion).

If the Borrower elects to Drawdown by way of a LIBOR Based Loan, effect a Rollover of a LIBOR Based Loan or a Conversion of an Accommodation into a LIBOR Based Loan, the Borrower will specify in its Notice of Borrowing, Notice of Rollover or Notice of Conversion, as applicable, the LIBOR Period (which will begin and end on a Banking Day) applicable to such LIBOR Based Loan.

Any amount owing by the Borrower in respect of any LIBOR Based Loan which is not paid at maturity in accordance with this Agreement will, as and from its Maturity Date, be deemed to be outstanding as a U.S. Base Rate Loan.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then current Benchmark, then (a) if a Benchmark Replacement is determined in accordance with subparagraph (a) or (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 other 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 Document and (b) if a Benchmark Replacement is determined in accordance with subparagraph (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5^th) Banking 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 Document so long as the Agent has not received, by such time, written notice of objection to such Benchmark Replacement from the Majority Lenders.

Term SOFR Transition Event. Notwithstanding anything to the contrary herein and subject to the proviso below in this Section 8.3(b), if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then current Benchmark, then the applicable Benchmark Replacement will replace the then current Benchmark for all purposes hereunder or under any 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 Document; provided that this Section 8.3(b) shall not be effective unless the Agent has delivered to the Lenders and the Borrower a Term SOFR Notice.

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

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower and the Lenders of (a) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (b) the implementation of any Benchmark Replacement, (c) the effectiveness of any Benchmark Replacement Conforming Changes, (d) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 8.3(e) and (e) the commencement or conclusion 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 8.3, 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 Document, except, in each case, as expressly required pursuant to this Section 8.3.

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Document, at any time (including in connection with the implementation of a Benchmark Replacement), (a) if the then current Benchmark is a term rate (including the Term SOFR or the LIBOR) and either (i) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Agent in its discretion, acting reasonably, or (ii) 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 or will be no longer representative, then the Agent may modify the definition of “LIBOR Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (b) if a tenor that was removed pursuant to subparagraph (a) above either (i) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (ii) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Agent may modify the definition of “LIBOR Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.

Revocation of Notice of Borrowing. Upon receipt by the Borrower of the notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any Notice of Borrowing, Notice of Rollover or Notice of Conversion requesting a Drawdown or Rollover of or Conversion to LIBOR Based Loans to be made, rolled over or converted into during any Benchmark Unavailability Period and, failing that, such Borrower will be deemed to have converted any such notice into a Notice of Borrowing or Notice of Conversion requesting a Drawdown of or Conversion into a U.S. Base Rate Loan. During any Benchmark Unavailability Period or at any time that a tenor for the then current Benchmark is not an Available Tenor, the component of U.S. Base Rate based upon the then current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of U.S. Base Rate.

No Liability of Agent. The Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of LIBOR or with respect to any alternative or successor rate thereto, or replacement rate thereof, including whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to this Section 8.3, will be similar to, or produce the same value or economic equivalence of, LIBOR or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.

The aggregate amount of each Advance by way of a CDOR Rate Loan under the:

Tranche A Facility and Tranche B Facility, will be at least Cdn. $2,000,000 and in multiples of Cdn. $100,000 for any amount in excess thereof; and

Operating Facility, will be at least Cdn. $100,000 and in multiples of Cdn. $100,000 for any amount in excess thereof,

If the Borrower elects to Drawdown by way of a CDOR Rate Loan, effect a Rollover of a CDOR Rate Loan or a Conversion of an Accommodation into a CDOR Rate Loan, the Borrower will specify in its Notice of Borrowing, Notice of Rollover or Notice of Conversion, as applicable, the CDOR Period (which will begin and end on a Banking Day and will be 1 month unless agreed to by all of the Lenders) applicable to such CDOR Rate Loan.

Any amount owing by the Borrower in respect of any CDOR Rate Loan which is not paid at maturity in accordance with this Agreement will, as and from its Maturity Date, be deemed to be outstanding as a Canadian Prime Rate Loan.

the Agent (acting reasonably) determines that adequate and fair means do not exist for ascertaining the rate of interest with respect to, or deposits are not available in sufficient amounts in the ordinary course of business at the rate determined hereunder to fund, a requested CDOR Rate Loan during the ensuing CDOR Period selected; or

the Agent is advised by Lenders holding at least 25% of the Commitment Amount of all Lenders hereunder by written notice (each, a “Lender CDOR Suspension Notice”), such notice received by the Agent no later than 2:00 p.m. (Toronto time) on the second Banking Day prior to the date of the requested Drawdown, Rollover or Conversion, as the case may be, that such Lenders have determined (acting reasonably) that the CDOR Rate will not adequately reflect the cost to such Lenders of making or maintaining their CDOR Rate Loans included in such Drawdown, Rollover or Conversion for the relevant CDOR Period,

If at any time the Agent determines (which determination shall be conclusive, absent manifest error) that:

an interest rate or discount rate is not ascertainable in subparagraph (a) of the definition of “CDOR Rate” (for the purposes of this Section 9.4, “CDOR”) and the inability to ascertain such rate is unlikely to be temporary;

the regulatory supervisor for the administrator of CDOR, the Bank of Canada, an insolvency official with jurisdiction over the administrator of CDOR, a resolution authority with jurisdiction over the administrator of CDOR, or a court or an entity with similar insolvency or resolution authority over the administrator of CDOR, has made a public statement, or published information, stating that the administrator of CDOR, has ceased or will cease to provide CDOR, permanently or indefinitely on a specific date; provided that, at that time, there is no successor administrator that will continue to provide CDOR; or

the administrator of CDOR or a governmental authority having jurisdiction over the Agent or the administrator of CDOR has made a public statement identifying a specific date after which CDOR shall no longer be made available, or used for determining the interest rate of loans or the discount rates for bankers’ acceptances; provided that, at that time, there is no successor administrator that will continue to provide CDOR

syndicated loans currently being executed, or that include language similar to that contained in this Section 9.4, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace CDOR,

Upon an agreement being reached between the Agent and the Borrower pursuant to the immediately preceding paragraph, the Agent and the Borrower shall enter into an amendment to this Agreement that gives effect to the replacement index rate, adjustments to the Pricing Table and such other related amendments as may be appropriate in the discretion of the Agent, acting reasonably, for the implementation and administration of Canadian Dollar loans bearing interest or bankers’ acceptances with discount rates calculated with reference to the replacement index rate. Notwithstanding anything to the contrary in this Agreement (including Section 17.17) or any other Document, such amendment shall become effective at 5:00 p.m. (Calgary time) on the fifth Banking Day after a copy of the amendment is provided to the Lenders and without any further action or consent of any other party to this Agreement, unless the Agent receives, on or before such date and time, a written notice from a Lender stating that such Lender objects to such amendment; provided that, if such replacement index rate agreed upon to replace CDOR shall be less than zero, it shall be deemed to be zero for the purposes of this Agreement.

Until an amendment reflecting the transition to a new reference index rate becomes effective as contemplated by this Section, the interest rate applicable to each Drawdown, Conversion or Rollover of a CDOR Rate Loan shall continue to be calculated with reference to CDOR; provided that if the Agent determines (which determination shall be conclusive, absent manifest error) that a CDOR Discontinuation Date has occurred, then following the CDOR Discontinuation Date, until such time as an amending agreement adopting such a new reference index rate becomes effective as contemplated by this Section:

any requested Drawdown by way of, Conversion into, or Rollover of, a CDOR Rate Loan under a Credit Facility shall be deemed to be a request for a Canadian Prime Rate Loan in the same principal amount under the same Credit Facility; and

in respect of a maturing CDOR Rate Loan under a Credit Facility, in the event the Borrower fails to give, if applicable, a Notice of Conversion with respect thereto specifying the Conversion of such CDOR Rate Loan (on the maturity date thereof) into an Accommodation other than a CDOR Rate Loan (and provided a valid notice of repayment has not been delivered to the Agent in respect thereof), such maturing CDOR Rate Loan shall be converted on the maturity date thereof into a Canadian Prime Rate Loan under the same Credit Facility as if a valid Notice of Conversion had been given to the Agent by the Borrower pursuant to the provisions hereof.

For certainty, upon the occurrence of a CDOR Discontinuation Date, the Canadian Prime Rate shall be determined without regard to subparagraph (b) of the definition thereof.

Availability. Each Letter of Credit will be made available by the Operating Lender and each Letter of Credit (including all documents and instruments required to be presented thereunder) will be satisfactory in form and substance to the Operating Lender, acting reasonably. No Letter of Credit will be issued (or will be renewable at the option of the beneficiary thereunder) with an expiry date beyond the Operating Facility Termination Date, subject in each case to customary automatic renewal provisions.

Administrative Charges. In connection with the issuance or renewal of any Letter of Credit, in addition to the Letter of Credit Fees payable pursuant to Section 3.10(a)(v) the Borrower will pay to the Operating Lender its customary administrative charges in respect of the issue, amendment, renewal or transfer of such Letter of Credit, and each drawing made under such Letter of Credit.

Currency and Form. Letters of Credit issued pursuant hereto will be denominated in Canadian Dollars or U.S. Dollars and amounts payable thereunder will be paid in the currency in which such Letter of Credit is denominated. Letters of Credit issued pursuant hereto will be in a form satisfactory to the Operating Lender (including, any description of the documents and the text of any certificate to be presented by the beneficiary prior to payment under the Letter of Credit), with a term not in excess of one year, unless otherwise agreed by the Operating Lender. Prior to issuing any Letter of Credit pursuant hereto, the Operating Lender shall have received such other customary administrative documents as it shall have reasonably requested as a condition to the issuance of such Letter of Credit. In the event of any conflict or inconsistency between the terms of an LC Application and such other documents and this Agreement, the terms of this Agreement shall prevail and any liability of the Borrower in respect of Letters of Credit shall be governed by this Agreement irrespective of the provisions of any LC Application or such other documents. The Operating Lender will determine whether a Letter of Credit is a Financial Letter of Credit or a Non-Financial Letter of Credit in accordance with its customary practices.

Drawing under Letters of Credit. In the event of any request for a drawing under any Letter of Credit, the Borrower shall reimburse the Operating Lender on demand by the Operating Lender, in the relevant currency, an amount, in same day funds, equal to the amount of such drawing (for greater certainty, failure to reimburse the Operating Lender as provided in this sentence shall not constitute a Default or Event of Default). If the Borrower does not (i) make any payment required by the preceding sentence from the proceeds of an Accommodation obtained under this Agreement or otherwise, or (ii) notify the Operating Lender prior to 1:00 p.m. (Toronto time) on the second Banking Day following receipt by the Borrower of the notice from the Operating Lender referred to in the first sentence of this paragraph that the Borrower intends to reimburse the Operating Lender for the amount of such drawing with funds other than the proceeds of Advances:

the Borrower shall be deemed to have given a Notice of Borrowing to the Operating Lender to make a Canadian Prime Rate Loan or U.S. Base Rate Loan (irrespective of whether any other applicable conditions precedent specified herein have been satisfied), having regard to the currency of the applicable Letter of Credit, on the third Banking Day following the date on which such notice is provided by the Operating Lender to the Borrower in an amount equal to the amount of such drawing; and

subject to the terms and conditions of this Agreement (including those set forth in Article 6), the Operating Lender shall, on the next Banking Day following the date of such drawing, make such Advance in accordance with Article 3 and it shall apply the proceeds thereof to the reimbursement of the Operating Lender for the amount of such drawing.

In determining whether to pay under a Letter of Credit, the Operating Lender shall be responsible only to determine that the documents and certificates required to be delivered under such Letter of Credit have been delivered and that they comply on their face with the requirements of such Letter of Credit. The Operating Lender may accept as complying with the terms of any Letter of Credit any document or instrument required by such Letter of Credit to be completed, signed, presented or delivered by or on behalf of any beneficiary thereunder which has been completed, signed, presented or delivered by a receiver, trustee in bankruptcy, assignee for the benefit of creditors, secured party or other like Person believed in good faith by the Operating Lender to be lawfully entitled to the property of such beneficiary, and the Operating Lender may make payments under such Letter of Credit to such Person. The provisions of this Article 10 are for the sole benefit of the Operating Lender and the Persons indemnified under Section 10.3 and may not be relied on by any other Person.

The Operating Lender shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, telex, facsimile or similar writing) appearing on its face to be in compliance with the terms and conditions of the Letter of Credit.

Each Letter of Credit, except as specifically provided therein, and subject to any provision hereof to the contrary, will be subject to the Uniform Customs current at the time of issuance of such Letter of Credit.

For the purpose of calculating the Aggregate Principal Amount in respect of a Letter of Credit and for any other relevant provision of this Agreement, the amount of Accommodation constituted by any Letter of Credit at any time will be the maximum amount which the Operating Lender may in all circumstances be required to pay pursuant to the terms thereof at such time.

any lack of validity or enforceability of any Letter of Credit;

the existence of any claim, set-off, defence or other right which the Borrower may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), the Operating Lender, any Lender or any other Person, whether in connection with this Agreement, the Documents, the transactions contemplated herein and therein or any unrelated transaction (including any underlying transaction between the Borrower and the beneficiary of such Letter of Credit);

any incapacity, disability or lack or limitation of status or of power of the Borrower or the beneficiary of any Letter of Credit;

any breach of contract or other dispute between the Borrower and the Operating Lender, the beneficiary of any Letter of Credit or any other Person;

any draft, demand, certificate or other document presented under any Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect;

any payment by the Operating Lender under any Letter of Credit if such payment does not breach the standards of reasonable care specified in the Uniform Customs or disentitle the Operating Lender to reimbursement under ISP98, in each case as stated on its face to be applicable to the respective Letter of Credit; or

the fact that a Default or an Event of Default shall have occurred and be continuing.

Standard of Care. In addition to amounts payable as elsewhere provided in this Article 10, the Borrower hereby agrees to protect, indemnify, pay and save the Operating Lender and its directors, officers, employees, agents and representatives harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable legal fees and expenses) which the indemnitee may incur or be subject to as a consequence, direct or indirect, of the issuance of any Letter of Credit, other than as a result of the breach of the standards of reasonable care specified in the Uniform Customs or where the Operating Lender would not be entitled to the foregoing indemnification under ISP98, in each case as stated on its face to be applicable to such Letter of Credit.

Risk. As between the Borrower, on the one hand, and the Operating Lender, on the other hand, the Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit issued hereunder by, the respective beneficiaries of such Letters of Credit and, without limitation of the foregoing, the Operating Lender shall not be responsible for:

the invalidity or insufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason;

errors in interpretation of technical terms;

any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; and

the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit;

Indemnity. The Borrower agrees that neither the Operating Lender nor its officers, directors, employees or agents will assume liability for, or be responsible for, and the Borrower hereby indemnifies and holds harmless any such Person from any losses or claims resulting from, the following: (i) the use which may be made of any Letter of Credit; (ii) any acts or omissions of the beneficiary of any Letter of Credit including the application of any payment made to such beneficiary; (iii) the form, validity, sufficiency, correctness, genuineness or legal effect of any document or instrument relating to any Letter of Credit which on its face complies with requirements of the Letter of Credit, even if such document or instrument should in fact prove to be in any respect invalid, insufficient, inaccurate, fraudulent or forged; (iv) the failure of any document or instrument to bear any reference or adequate reference to any Letter of Credit; (v) any failure to note the amount of any draft on any Letter of Credit or on any related document or instrument; (vi) any failure of the beneficiary of any Letter of Credit to meet the obligations of such beneficiary to the Borrower or any other Person other than the Operating Lender; (vii) any errors, inaccuracies, omissions, interruptions or delays in transmission or delivery of any messages, directions or correspondence by mail, facsimile or otherwise, whether or not they are in cipher; any inaccuracies in the translation of any messages, directions or correspondence or for errors in the interpretation of any technical terms; or (viii) any failure by the Operating Lender to make payment under any Letter of Credit as a result of any Law, control or restriction rightfully or wrongfully exercised or imposed by any domestic or foreign court or Administrative Body or as a result of any other cause beyond the control of the Operating Lender or its officers, directors or employees or agents. This Section 10.3(c) will survive the termination of this Agreement; provided that, nothing in this Agreement shall exonerate the Operating Lender for its gross negligence or wilful misconduct (as determined by a final, non-appealable judgment of a court of competent jurisdiction).

the dates issuance and expiration thereof;

the amount thereof; and

the date and amount of all payments made thereunder.

If, after the date hereof, due to either:

the introduction of, or any change in, or in the interpretation of any Law, whether having the force of law or not, resulting in the imposition or increase of reserves, deposits or similar requirements by any central bank or Administrative Body charged with the administration thereof;

the imposition on any Lender or its Lender Parent or requirement on any Lender or its Lender Parent to maintain any additional capital adequacy or capital requirements in respect of any Advances, Accommodations or commitments hereunder, or any other condition with respect to this Agreement; or

the compliance with any guideline or request from any central bank or other Administrative Body which a Lender or its Lender Parent, acting reasonably, determines that it is required to comply with,

If Additional Compensation is payable pursuant to Section 11.1(a), the Borrower will have the option to convert the Accommodation to another type of Accommodation, in accordance with the terms of this Agreement, in respect of which no further such Additional Compensation will be payable or prepay any amount of the Credit Facilities owed to the Lender entitled to receive the Additional Compensation, subject always to Sections 8.2 and 9.2 without obligation to make a corresponding prepayment to any other Lender.

Notwithstanding anything contained in this Section 11.1, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines and directives thereunder or issued in connection therewith and all requests, rules, regulations, guidelines and directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or any United States, Canadian or foreign regulatory authority, in each case pursuant to Basel III (collectively, the “New Rules”) shall, in each case, be deemed a “change in Law” under Section 11.1(a)(i) regardless of the date enacted, adopted or issued but only to the extent (i) applicable to a Lender claiming Additional Compensation, (ii) materially different from that in effect on the date hereof, and (iii) such New Rules have general application to substantially all banks or their Affiliates which are subject to the New Rules in question.

any change in applicable Law, or in the interpretation or administration thereof by authorities having jurisdiction in the matter; or

any material adverse change in or the termination of the London Interbank Eurodollar Market for Eurodollars; or

the imposition of any condition, restriction or limitation upon such Lender or its Lender Parent which is outside of its control,

Any and all payments by or on account of any obligation of a Loan Party pursuant to the Documents shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if a Loan Party shall be required by applicable Law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 11.5) the Agent or Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Loan Party shall make such deductions and (iii) the Loan Party shall timely pay the full amount deducted to the relevant Administrative Body in accordance with applicable Law. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Loan Party to an Administrative Body, the Borrower shall deliver to the Agent the original or a certified copy of a receipt issued by such Administrative Body evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Agent. Without limiting the foregoing, the Loan Parties shall timely pay any Other Taxes to the relevant Administrative Body as prescribed by applicable Law. The Loan Parties shall indemnify the Agent and each Lender, within 30 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Agent or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Administrative Body. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Agent), or by the Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

If the Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by a Loan Party or with respect to which a Loan Party has paid additional amounts pursuant to this Section 11.5, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party under this Section 11.5 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Agent or such Lender, as the case may be, and without interest (other than any interest paid by the relevant Administrative Body with respect to such refund), provided that the Borrower, upon the request of the Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Administrative Body) to the Agent or such Lender in the event the Agent or such Lender is required to repay such refund to such Administrative Body. This paragraph shall not be construed to require the Agent or any Lender or to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

Each Lender shall, at such times as are reasonably requested by the Borrower or the Agent, provide the Borrower and the Agent with any properly completed and executed documentation prescribed by Law, or reasonably requested by the Borrower or the Agent, certifying as to any entitlement of such Lender to an exemption from, or reduction in, any withholding Tax with respect to any payments to be made to such Lender under the Documents (including any documentation necessary to establish an exemption from, or reduction of, any Taxes that may be imposed under FATCA). Each such Lender shall, whenever a lapse in time or change in circumstances renders such documentation expired, obsolete or inaccurate in any respect, deliver promptly to the Borrower and the Agent updated or other appropriate documentation (including any new documentation reasonably requested by the applicable withholding agent) or promptly notify the Borrower and the Agent of its inability to do so. In addition, any Lender, 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 Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraph (c) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

If a payment made to a Lender under any Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to Borrower and the Agent at the time or times prescribed by law and at such time or times reasonably requested by Borrower or the Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by Borrower or the Agent as may be necessary for Borrower and the Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this subparagraph, “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Notwithstanding anything herein to the contrary, the Loan Parties shall not be required pursuant to this Section 11.5 to pay any additional amount to, or to indemnify, any Lender or the Agent, as the case may be, to the extent that such Lender or the Agent becomes subject to Indemnified Taxes (including any Other Taxes) subsequent to the Closing Date (or, if later, the date such Lender or the Agent becomes a party to this Agreement) as a result of a change in the place of organization or residence of such Lender or the Agent, a change in the lending office of such Lender, or a change in the principal office of such Lender or the Agent, except to the extent that such Lender or the Agent was entitled, at the time of the change in place of organization, residence or the change in its lending office, to receive additional amounts from the Loan Parties pursuant to this Section 11.5 (and provided, that nothing in this Section 11.5 shall be construed as relieving the Loan Parties from any obligation to make such payments or indemnification in the event of a change in applicable Law).

Formation, Organization and Power. Each Borrower Group Member has been duly incorporated, amalgamated or formed, as applicable, and is validly existing under the Law of its jurisdiction of incorporation, amalgamation or formation, as applicable, and is duly registered to carry on business in each jurisdiction in which the nature of any material business carried on by it or the character of any material property owned or leased by it makes such registration necessary (except where failure to be so registered would not reasonably be expected to have a Material Adverse Effect), and each Borrower Group Member has full corporate or partnership power and capacity, as applicable, to enter into and perform its obligations under the Documents to which it is a party, and to carry on its business as currently conducted.

Authorization and Status of Agreements. Each Document to which any Loan Party is a party delivered pursuant hereto has been duly authorized, executed and delivered by it and does not conflict with or contravene or constitute a default or create a Lien, other than a conflict, contravention, default or Lien which would not reasonably be expected to have a Material Adverse Effect or a Lien which is a Permitted Encumbrance, under:

its constating documents, by-laws, any resolution of the Directors of any Loan Party or any shareholders’ or partnership agreement in respect of any Loan Party;

any agreement or document to which it is a party or by which any of its property is bound; or

any applicable Law.

Enforceability. Each of the Documents constitutes a valid and binding obligation of each Loan Party that is a party thereto, and is enforceable against such Loan Party in accordance with the terms thereof, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar statutes affecting the enforcement of creditors’ rights generally and by general principles of equity.

Litigation. There are no actions, suits or proceedings at Law or before or by any Administrative Body existing or pending, or to the best of the Borrower’s knowledge threatened, to which any Borrower Group Member is, or to the Borrower’s knowledge is threatened to be made, a party and would reasonably be expected to have a Material Adverse Effect.

Environmental Law. Each Borrower Group Member (i) has obtained all permits, licenses and other authorizations which are required under Environmental Law; and (ii) is in compliance with Environmental Law and with the terms and conditions of all such permits, licenses and authorizations, except, in all cases, to the extent failure to do so would not reasonably be expected to have a Material Adverse Effect.

Environmental Condition of Property. Except in each case to the extent that such claim, or failure in compliance, would not reasonably be expected to have a Material Adverse Effect, the property or any part thereof owned, operated or controlled by any Borrower Group Member, either directly or indirectly:

is not, to the best of the knowledge of the Borrower, the subject of any outstanding claim, charge or order from an Administrative Body alleging a violation of Environmental Law or, if subject to any such claim, charge or order, the applicable Borrower Group Member is taking all such remedial, corrective or other action required under the claim, charge or order or is diligently and in good faith contesting the validity thereof; and

complies with respect to each of its use and operation, with Environmental Law and with the terms and conditions of all permits, licenses and other authorizations which are required to be obtained under applicable Environmental Law.

Title to Properties. Each Borrower Group Member has good and valid title to its Borrowing Base Properties subject only to Permitted Encumbrances and to minor defects of title which in the aggregate do not affect its rights of ownership therein or the value thereof in any way which would reasonably be expected to have a Material Adverse Effect or to which the Lenders have consented to in writing. Each Loan Party is entitled to charge its interests in such Borrowing Base Properties, in favour of the Agent and the Lenders as provided in this Agreement and the Security without the need to obtain any consent of or release from any other Person which has not been obtained. The Borrowing Base Properties of the Borrower Group Members are not held in trust by any Borrower Group Member for any Person other than another Borrower Group Member, except to the extent previously notified to the Agent.

Operation of Properties. To the best of the Borrower’s knowledge, information and belief, after due enquiry, all of the oil, gas and other ▇▇▇▇▇ of each Borrower Group Member, as applicable, have been drilled, completed, shut-in and abandoned (and they have abandoned such ▇▇▇▇▇ if they were required by Law to have been abandoned) in accordance with applicable Law, the oil and gas properties of the Borrower Group Members have been operated and, if applicable, abandoned (and they have abandoned such properties to the extent required by applicable Law to be abandoned) in accordance with applicable Law and the facilities, plants and equipment in respect of all of the Borrower Group Members’ properties have been and will continue to be operated and maintained, as the case may be, in a good and workmanlike manner in accordance with sound industry practice and in accordance with all applicable Law, except, in each case, to the extent that the failure to do any of the foregoing would not be reasonably expected to have a Material Adverse Effect.

Financial Condition. The most recent financial statements of the Borrower heretofore or contemporaneously delivered to the Agent and the Lenders hereunder were prepared in accordance with GAAP and such financial statements present fairly, in all material respects, the Borrower’s consolidated financial position as at the date thereof and since the date thereof there has been no Material Adverse Effect.

Information. All written factual information (excluding projections included therein) heretofore or contemporaneously furnished by or on behalf of any Borrower Group Member to the Agent or the Lenders in connection with the Borrower Group Members, the Credit Facilities, the Existing Notes and any High Yield Notes, was true and accurate in all material respects at the time given and the Borrower is not aware of any omission of any material fact relating to any Borrower Group Member which renders such factual information incomplete or misleading in any material respect at the time given.

No Breach of Orders, Licences or Statutes. No Borrower Group Member is in breach of:

any order, approval or mandatory requirement or directive of any Administrative Body;

any governmental licence or permit;

any applicable Law; or

any material contract to which any Borrower Group Member is party (including the PROP Partnership Agreement),

Pension. Each Borrower Group Member has in all respects complied with the contractual provisions and applicable Laws relating to each Pension Plan to which it is a party or is otherwise bound, if any, except to the extent failure to comply would not reasonably be expected to have a Material Adverse Effect, all amounts due and owing under any such Pension Plan have been paid in full, and, to the best of the knowledge of the Borrower, no deficiency exists (whether or not waived) under any such Pension Plan that would reasonably be expected to have a Material Adverse Effect. None of the Borrower Group Members are party to a Pension Plan that is a defined benefit pension plan or which contains a defined benefit pension provision contributed to or required to be contributed to by the Borrower or any one or more of its Subsidiaries and that is or is required to be registered under the EPPA, or any similar legislation in any other jurisdiction.

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

Insurance. Each Borrower Group Member has in full force and effect such policies of insurance in such amounts issued by such insurers of recognized standing covering the property of the Borrower Group Members as required by Section 13.1(h).

Approvals. All regulatory approvals, consents, permits and licenses necessary for each Borrower Group Member to carry on its business, as currently carried on, and all approvals and consents necessary for each Loan Party to enter into the Documents to which it is a party and perform its obligations thereunder have, in each case, been obtained and are in good standing except to the extent that failure to so obtain would not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes. Each Borrower Group Member has filed all material tax returns which are required to be filed and has paid all Taxes (including interest and penalties) which are due and payable unless (i) such payment is subject to a Permitted Contest or (ii) the failure to make such payment would not reasonably be expected to have a Material Adverse Effect.

Remittances. All of the remittances required to be made by each Borrower Group Member to the applicable federal, provincial or municipal governments have been made, are currently up to date and there are no material outstanding arrears, unless (i) such payment is subject to a Permitted Contest or (ii) the failure to make such payment would not reasonably be expected to have a Material Adverse Effect.

Subsidiaries. As at the date hereof, the Borrower has no Material Subsidiaries or Subsidiaries other than as set out in Schedule H and the jurisdictions of formation, the jurisdictions in which their respective businesses and assets are located, the trade names of each, if any, used in such locations as set forth in Schedule H. As at the date hereof, the legal and beneficial owners of all of the issued and outstanding Voting Securities of PROP and each Material Subsidiary is as set out in Schedule H. Each Material Subsidiary is a direct or indirect wholly-owned Subsidiary of the Borrower. As of the date hereof, each Subsidiary of the Borrower set forth in Schedule H which is identified as “inactive” is inactive and owns no material property and, in any event, owns only the property identified in Schedule H.

Debt and Liens. No Borrower Group Member has any Debt, other than Permitted Indebtedness, or Liens on its property, other than Permitted Encumbrances.

Hedging Agreements, Existing Notes and High Yield Notes Indenture. No Loan Party is in default under, and no event of default of any Loan Party has occurred pursuant to, any Hedging Agreement, the Existing Notes or any High Yield Note Indenture. No Hedging Agreement has been entered into by any Borrower Group Member that remains outstanding after the date hereof other than Permitted Swaps.

Fiscal Year. The fiscal year end of each Loan Party is December 31.

Security. The Security granted by each Loan Party constitutes a valid first ranking security interest and first ranking floating charge on the assets of the Loan Parties, subject only to the terms of the Intercreditor Agreement and Permitted Encumbrances which rank in priority ahead of the Security pursuant to applicable Law.

Solvency. No Borrower Group Member (i) is an “insolvent person” as defined in and for purposes of the Bankruptcy and Insolvency Act (Canada), or (ii) has filed a petition for relief under the Bankruptcy Code (United States) and no petition has been filed against them thereunder.

Pari Passu Ranking. The Lender Secured Obligations rank at least pari passu in right of payment with all of their other senior secured indebtedness, including Debt under the Existing Notes.

Anti-Corruption Laws and Sanctions.

The Borrower has implemented and maintains in effect policies or codes of conduct intended to ensure compliance in all material respects by its directors, officers and employees with, in each case, Anti-Corruption Laws and Sanctions applicable to such Persons.

No Borrower Group Member, nor any of their respective directors, officers and employees is a Sanctioned Person.

No part of the proceeds of the Advances will be used intentionally by the Borrower (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 in any material respect of any Anti-Corruption Laws, (B) for the purpose of funding (including payments made to) or financing any activities, investments, business or transaction of or with any Person known to the Borrower to be a Sanctioned Person, or in any country known to the Borrower to be a Sanctioned Country where such Sanctions relate to the business activities of the Borrower Group Members, or (C) in any manner that would result in the violation in any material respect of any Sanctions applicable to the Borrower Group Members.

ARO Representations.

No Borrower Group Member is in default of any Environmental Laws or any Abandonment/Reclamation Order or other directive that it has received from any applicable Energy Regulator, except in all cases to the extent such default would not reasonably be expected to have a Material Adverse Effect.

As of the Closing Date, the only Material Jurisdiction is Alberta and the Borrower’s LMR in Alberta is 1.51.

Punctual Payment. The Borrower will pay or cause to be paid all Obligations and other amounts payable under the Documents punctually when due.

Legal Existence. The Borrower will do or will cause to be done all things necessary to preserve and keep in full force and effect its and each other Borrower Group Member’s existence in good standing under the Law of its jurisdiction of formation, except as otherwise specifically permitted by this Agreement. Notwithstanding any other provision of this Agreement, the Borrower shall always be an entity formed under the laws of a Canadian jurisdiction, with business in Canada.

Material Adverse Claims. The Borrower will, and will cause each other Borrower Group Member to, except for Permitted Encumbrances, do all things necessary to defend, protect and maintain its property and the Security (and the priority thereof), from all material adverse claims where the failure to do so would reasonably be expected to have a Material Adverse Effect.

Notices.

Default or Event of Default or Material Adverse Effect. The Borrower will notify the Agent of the occurrence of any Material Adverse Effect, Default or Event of Default promptly upon the Borrower becoming aware thereof and specify in such notice the nature of the event and the steps taken or proposed to be taken to remedy the same.

Legal Proceedings. The Borrower will, promptly upon the Borrower becoming aware thereof, notify the Agent of the commencement of any legal or administrative proceedings against any Borrower Group Member which would reasonably be expected to have a Material Adverse Effect.

Change of Control. The Borrower will, forthwith upon becoming aware thereof, notify the Agent of any Change of Control.

Environmental Damage. The Borrower will, forthwith upon acquiring knowledge thereof, notify the Agent of the discovery of any Contaminant or of any Release of a Contaminant into the Environment from or upon the land or property owned (either individually or jointly), operated or controlled by any Borrower Group Member which would reasonably be expected to have a Material Adverse Effect.

Material Insurance Events. The Borrower will, forthwith upon acquiring knowledge thereof, notify the Agent of any material insurance event, including, any claim, notification, termination, or defaults under any insurance policy.

Existing Notes, High Yield Notes Notices. The Borrower will, and will cause each other Loan Party to, on a timely basis, furnish to the Agent copies of all material notices received under any High Yield Note Indenture or the Amended, Restated and Consolidated Note Purchase Agreement or with respect to any High Yield Notes or the Existing Notes.

PROP. The Borrower will, and will cause each other Loan Party to, on a timely basis, furnish to the Agent copies of all material notices received pursuant to the PROP Partnership Agreement.

Energy Regulator Notices. The Borrower shall deliver to the Agent, promptly following receipt thereof by it or any other Borrower Group Member, copies of any Abandonment/Reclamation Orders (and any amendments, supplements or other modifications thereto) or other material notices or communications related to any directives, rules, regulations or other orders issued by any applicable Energy Regulator in respect of any Material Jurisdiction to any one or more of Borrower Group Members or otherwise affecting any of the assets of any of them relating to any non-compliance by any Borrower Group Member with any applicable Environmental Laws in respect of any Material Jurisdiction, including liability assessments, potential or designated problem site notices, requirement to post security deposits and operator insolvency notices; provided that the aggregate estimated cost of compliance with all such orders, notices or communications would reasonably be expected to exceed the Threshold Amount.

Notice of Shut-ins/Abandonment of Production. If the Borrower Group Members have Shut-in/Abandonment Events which have Aggregate Average Daily Production associated therewith for the then most recently completed fiscal quarter of the Borrower that exceeds [Redacted—Confidential] of the Aggregate Average Daily Production for the then most recently completed fiscal quarter of the Borrower, the Borrower shall promptly, and in any event within 5 Banking Days following the date on which the foregoing threshold is exceeded, deliver to the Agent written notice thereof, including particulars of the ▇▇▇▇▇ which are subject to Shut-in/Abandonment Events and the associated amount of production of such ▇▇▇▇▇.

Reporting Requirements.

Financial Statements. The Borrower will furnish to the Agent a copy of (A) the Borrower’s quarterly unaudited consolidated financial statements within 45 days after the end of each of the first three fiscal quarters of the Borrower and (B) the Borrower’s annual audited consolidated financial statements in respect of a fiscal year of the Borrower within 90 days following the end of such fiscal year of the Borrower.

Quarterly Compliance Certificate and Environmental Certificate. Within (A) the time period set forth in Section 13.1(e)(i)(A) for each of the first three fiscal quarters of each fiscal year of the Borrower and (B) the time period set forth in Section 13.1(e)(i)(B) for each such fiscal year, the Borrower will furnish to the Agent a Compliance Certificate. At the time the Borrower delivers the Compliance Certificate in accordance with the above, it will also deliver to the Agent an Environmental Certificate.

Annual Budget. The Borrower will furnish to the Agent:

prior to March 31 of each year, an operating and capital expenditure budget approved by the Directors of the Borrower for the then current fiscal year with respect to the Borrower; and

promptly upon, and in any event within 5 Banking Days of, giving effect to the same, any amendments, supplements, replacements, updates or other revisions to the then current Annual Budget to the extent such amendments, supplements, replacements or other revisions result in budgeted expenditures to be in excess of 110% of the aggregate of the budgeted expenditures provided for in the most recently delivered Original Annual Budget,

Economic and Reserve Evaluation Reports. The Borrower will provide the following:

prior to March 31 of each year, an independent economic and reserve evaluation report in respect of the then current Borrowing Base Properties, in form satisfactory to the Lenders, acting reasonably, and prepared by a recognized petroleum engineering firm, with an effective date no earlier than December 31 of the preceding year;

prior to October 31 of each year, an internally prepared economic and reserve evaluation report (including lease operating statements, net revenue statements and any additional information as required by the Lenders in conjunction with semi-annual Borrowing Base re-determination) covering the then current Borrowing Base Properties, with an effective date of September 30 of such year; and

at the request of the Majority Lenders, not more than once per year, in connection with a semi-annual Borrowing Base redetermination and provided that the Majority Lenders believe, acting reasonably, that there has been a material adverse change in the Borrowing Base Properties, an independent economic reserve and evaluation report covering the Borrowing Base Properties (in addition to the report required pursuant to clause (A) above), to be provided by the Borrower at the Borrower’s expense and within a reasonable time.

Additional Environmental Information. The Borrower will upon the request of the Agent make available for discussion with the Agent or its nominee at all reasonable times the employees of the Borrower who were involved in the preparation of any Environmental Certificate.

Hedging. The Borrower will provide prompt written notice to the Agent of the unwinding or other early termination of any Hedging Agreement, except to the extent such unwinding or termination relates to a Permitted Disposition.

Other Information. The Borrower will provide to the Agent such other documentation and information concerning the Borrower Group Members or their properties as may be requested by the Lenders, acting reasonably.

ARO Reporting. The Borrower will provide to the Agent an Abandonment and Reclamation Report concurrently with the delivery of the reports required pursuant to Sections 13.1(e)(iv)(A) and (B).

Monthly Cash Flow Projections. Until the Repayment of the Tranche B Facility, the Borrower will, by no later than 5:00 p.m. (Calgary time) on the 15^th day of each calendar month commencing March, 2021, deliver or cause to be delivered to the Agent and the Financial Advisor:

a written report summarizing the Loan Parties’ aggregate actual cash receipts and cash expenditures and outflows for the immediately preceding calendar month, including details with respect to any variances, as compared to the projected total cash inflows and cash outflows for such prior calendar month as set forth in the Closing Cash Flow Projection or the most recently delivered Updated Cash Flow Projections, as the case may be; and

an Updated Cash Flow Projection, together with a written summary of any changes to the preceding Updated Cash Flow Projection.

Discussion of Updated Cash Flow Projections. Until the Repayment of the Tranche B Facility, the Borrower will, and will cause each of the other Loan Parties, as the case may be, if requested by the Agent, to participate on quarterly conference calls with the Agent and the Lenders, the Financial Advisor and any non-legal advisors, to discuss the Updated Cash Flow Projection, the Borrower’s current and projected operational performance, and any related financial matters.

Existing Notes. The Borrower will deliver or cause to be delivered to the Agent written notice of any step or action to call a meeting of the holders of the Existing Notes pursuant to the Amended, Restated and Consolidated Note Purchase Agreement forthwith upon becoming aware of such step or action.

Resignation or Replacement of Auditors. Within 10 days following the date on which the Borrower’s auditors resign or the Borrower elects to change auditors, as the case may be, notification thereof, together with such further information as the Majority Lenders may request.

Hedging Plan. In the event the Borrower develops a hedging plan, the Borrower will deliver or cause to be delivered to the Agent a copy of such hedging plan within 30 days of adoption of such hedging plan.

Operation of Properties. The Borrower will, and will cause each other Borrower Group Member to, operate its respective property, or, if it is not the operator, use reasonable efforts to ensure that such property is operated, in accordance with sound industry practice and in accordance in all respects with applicable Law, except to the extent failure to do so would not reasonably be expected to have a Material Adverse Effect.

Performance of Agreements. The Borrower will, and will cause each other Borrower Group Member to, perform its obligations under the Documents and all other agreements relating to the Borrowing Base Properties (including, for certainty, the PROP Partnership Agreement), and including payment of rentals, royalties, Taxes or other charges in respect thereof which are necessary to maintain all such agreements in good standing in all respects, except to the extent failure to so perform would not reasonably be expected to have a Material Adverse Effect, provided that this covenant will not restrict their right to surrender leases or terminate agreements which are uneconomic to maintain.

Insurance. The Borrower will, and will cause each other Borrower Group Member to, maintain adequate insurance issued by insurers of recognized standing in respect of its material property, including all wellhead equipment and other plant and equipment, as is customary in the case of businesses of established reputation engaged in the same or similar businesses, and will provide the Agent with copies of all insurance policies relating thereto if so requested. All such insurance policies will contain a loss payable clause in favour of the Agent and name the Agent as additional insured.

Environmental Audit. If the Agent, acting reasonably, determines that any Borrower Group Member’s obligations or other liabilities in respect of matters dealing with the protection or contamination of the Environment or the maintenance of health and safety standards, whether contingent or actual, would reasonably be expected to have a Material Adverse Effect then, at the request of the Agent, the Borrower will, and will cause the other Borrower Group Members to, assist the Agent in conducting an environmental audit of the property which is the subject matter of such contingent or actual obligations or liabilities, by an independent consultant selected jointly by the Borrower and the Agent, and failing any such agreement, by the Agent, acting reasonably. The reasonable costs of such audit will be for the account of the Borrower, provided that the Agent will carry out such audit in consultation with the Borrower to expedite its completion in a cost effective manner. Should the result of such audit indicate that any Borrower Group Member is in breach, or with the passage of time will be in breach, of any Environmental Law and such breach or potential breach has or would reasonably be expected to have a Material Adverse Effect, and without in any way prejudicing or suspending any of the rights and remedies of the Agent and the Lenders under the Documents, the Borrower will forthwith commence and diligently proceed to rectify or cause to be rectified such breach or potential breach, as the case may be, and will keep the Lenders fully advised of the actions it intends to take and has taken to rectify such breach or potential breach and the progress it is making in rectifying same. The Agent will be permitted to retain, for the account of the Borrower (to the extent such account is reasonable), the services of a consultant to monitor the applicable Borrower Group Member’s compliance with this Section 13.1(i).

Payment of Taxes. The Borrower will, and will cause each other Borrower Group Member to, duly file on a timely basis all Tax returns required to be filed by them, and duly and punctually pay all Taxes and other governmental charges levied or assessed against them or their property, unless (i) any such Taxes are subject to a Permitted Contest or (ii) the failure to make payment of any such Taxes would not reasonably be expected to result in a Material Adverse Effect.

Remittances. The Borrower will, and will cause each other Borrower Group Member to, make all of the remittances required to be made by each Borrower Group Member to the applicable federal, provincial or municipal governments and keep such remittances up to date, unless (i) any such remittance is subject to a Permitted Contest or (ii) the failure to make payment of any such remittances would not reasonably be expected to result in a Material Adverse Effect.

Inspection of Property; Books and Records; Discussions. The Borrower will, and will cause each other Borrower Group Member to, (i) maintain books and records of account in accordance with GAAP and all applicable Laws, and (ii) permit representatives of the Agent to (no more frequently than once per year so long as no Event of Default is continuing) (A) visit and inspect any property of any Borrower Group Member and to examine and make abstracts from any books and records of any Borrower Group Member at any reasonable time during normal business hours, upon reasonable request and notice and minimal disruption to the business of the Borrower Group Members, and subject to the Borrower’s health and safety requirements, and (B) discuss the business, property, condition (financial or otherwise) and prospects of any Borrower Group Member with their senior officers and (in the presence of such representatives, if any, as it may designate) with its independent chartered accountants.

Comply with Law and Maintain Permits. The Borrower will, and will cause each other Borrower Group Member to, comply with applicable Laws and obtain and maintain all permits, licenses, consents and approvals necessary to the ownership of its property and to the conduct of its business in each jurisdiction where it carries on business or owns property, including those issued or granted by Administrative Bodies, except to the extent failure to do so would not reasonably be expected to have a Material Adverse Effect.

Material Subsidiary Designation/Security. The Borrower will cause each Material Subsidiary to provide the Agent with a guarantee and the other Security listed in Section 4.1, in form and substance satisfactory to the Agent, acting reasonably, on the earlier of (i) prior to or concurrently with the provision of any guarantee or security documents by such Material Subsidiary with respect to the Existing Notes or any High Yield Notes and (ii) within 10 Banking Days of any such Subsidiary becoming a Material Subsidiary, together with such supporting documentation and legal opinions as the Agent may reasonably require. The Borrower from time to time shall be entitled to designate that a Subsidiary will be a Material Subsidiary by written notice to the Agent; provided that any Subsidiary who (i) owns Borrowing Base Properties (other than PROP) or (ii) provides a guarantee or other security documents under or in connection with the Existing Notes, any High Yield Note Indenture or any High Yield Notes, will in each case at all times be deemed to be a Material Subsidiary. The Borrower will ensure that, at all times, each Material Subsidiary is a direct or indirect wholly-owned Subsidiary of the Borrower.

Ownership of Borrowing Base Properties. The Borrower will ensure at all times that the Borrowing Base Properties are owned solely by the Borrower Group Members and the Borrower will, and will cause each other Borrower Group Member which owns Borrowing Base Properties to, maintain good and valid title to its property, subject only to Permitted Dispositions, Permitted Encumbrances and to minor defects of title which in the aggregate do not affect their rights of ownership therein or the value thereof in any material way.

Consolidated Assets. The Borrower will ensure at all times that the Borrower Group Members directly own not less than 95% of the Consolidated Tangible Assets of the Borrower and generate at least 95% of EBITDA; provided that, the calculation of Consolidated Tangible Assets and EBITDA for the purposes of this Section shall only include only a portion of PROP’s contribution to Consolidated Tangible Assets or EBITDA, as the case may be, equal to the Loan Parties’ proportionate ownership interest in PROP.

Anti-Corruption Laws and Sanctions. The Borrower shall maintain in effect and enforce policies or codes of conduct intended to ensure compliance in all material respects by the Borrower Group Members and their respective directors, officers and employees with Anti-Corruption Laws and Sanctions applicable to such Persons.

Excess Cash Balances. If on any day the Borrower and its Subsidiaries have Excess Cash, then, within three (3) Banking Days, the Borrower shall repay or cause to be repaid Accommodations under the Credit Facilities in an amount equal to the lesser of (i) the amount of such Excess Cash on the date of such repayment; and (ii) the Aggregate Principal Amount under the Credit Facilities outstanding on the date of such repayment; provided that CDOR Rate Loans and LIBOR Based Loans are only required to be repaid on their respective Maturity Dates and no Letter of Credit is required to be cash collateralized pursuant to this Section 13.1(r).

Pari Passu Ranking. The Borrower will ensure that the Lender Secured Obligations rank at least pari passu with all other senior, secured Debt of the Loan Parties, (including all obligations related to the Existing Notes and any guarantees issued by the Loan Parties in respect thereof), other than Debt secured by Permitted Encumbrances which under applicable Laws rank in priority thereto.

High Yield Note Indenture and Intercreditor Agreement. Prior to, or concurrently with, the issuance of any High Yield Notes, the Borrower shall have delivered to the Agent and the Lenders an officer’s certificate attaching a true, correct and complete copy of any indenture in respect of such High Yield Notes, a fully executed copy of an intercreditor agreement (in form and substance satisfactory to the Majority Lenders, acting reasonably) executed by the trustee under the High Yield Note Indenture (if applicable) and the other documents referenced in subparagraph (b) of the definition of High Yield Notes.

PROP. The Borrower shall ensure that at all time (i) the managing partner of PROP is a Loan Party and (ii) the Borrower’s direct or indirect ownership interest in PROP must be owned by a Loan Party.

Maintenance of Accounts. The Borrower and each of its Subsidiaries will at all times maintain all of their respective bank accounts with one or more of the Lenders, unless otherwise consented to by the Lenders.

LMR Maintenance. The Borrower will ensure at all times that the LMR of each Loan Party (to the extent it has an LMR) is not less than 1.40.

Financial Advisor Engagement Letter. Notwithstanding the Borrower’s acknowledgement of the Financial Advisor Engagement Letter and, in particular, the ability of the Borrower to terminate its obligation to pay the fees and disbursements of the Financial Advisor set forth therein, the Borrower will pay all reasonable fees and expenses arising under the Financial Advisor Engagement Letter and any fees and expenses shall form part of the Obligations and be secured by the Security. The Borrower will, and will cause each Loan Party, to fully and promptly cooperate with the Financial Advisor and promptly, and in any event within five (5) Banking Days of any request therefor, or such longer period as may be reasonably required (having regard to the nature of the information and the data requested), by the Financial Advisor, provide all information and data requested by the Financial Advisor related to the Financial Advisor’s mandate as set forth in the Financial Advisor Engagement Letter (other than any privileged or third party confidential information).

Keepwell. The Borrower shall, and shall ensure that, to the extent any Subsidiary is a Qualified ECP Guarantor, the Borrower and each Subsidiary shall, absolutely, unconditionally and irrevocably undertake to provide such funds or other support as may be needed from time to time by the Borrower or any Subsidiary (that provides a guarantee to the Agent, the Lenders and the Swap Lenders) to honour all of its obligations under its guarantee in respect of Swap Indebtedness (provided, however, the Borrower and each Subsidiary shall only be liable under such undertaking for the maximum amount of such liability that can be incurred without rendering its obligations under this undertaking, or otherwise under the Documents to which it is a party, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower and each Subsidiary under this undertaking shall remain in full force and effect until discharged in accordance with the provisions of the relevant Document. The Borrower intends that this Section and the undertaking provided for shall constitute, and shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of the Borrower and its Subsidiaries (that provide a guarantee to the Agent, the Lenders and the Swap Lenders) for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Use of Credit Facilities. The Borrower shall use all Accommodations and the proceeds of Advances solely for the purposes set forth in Section 3.8 hereof.

Limitation on Borrowings, Liens and Distributions. The Borrower will not, and will not permit the other Borrower Group Members to:

have, incur, assume or otherwise become liable for any Debt, except for Permitted Indebtedness;

provide or permit a Lien over any of its property, except for Permitted Encumbrances; or

make any Distribution, other than Permitted Distributions (other than with the prior written consent of the Majority Lenders).

Limitation on Exchange Rate Swap Contracts. The Borrower will not, and will not permit any other Borrower Group Member to, enter into any contract for the sale, purchase, exchange or future delivery of foreign currency (whether or not the subject currency is to be delivered or exchanged) or any hedging contract, forward contract, swap agreement, futures contract, or other foreign exchange protection agreement or option with respect to any such transaction, in each case designed to hedge against fluctuations in foreign exchange rates (collectively, the “Exchange Rate Swap Contracts”) if (i) it is entered into for speculative purposes, (ii) the term of any such Exchange Rate Swap Contract exceeds three years or in the case of Exchange Rate Swap Contracts related to the Existing Notes, the term of the Existing Notes, or (iii) if the Net Aggregated Notional Amount hedged under all Exchange Rate Swap Contracts at the time such Exchange Rate Swap Contract is entered into and after giving effect thereto exceeds 75% aggregate of the Borrower Group Members’ aggregate foreign currency exposure, including through the principal amount of the Existing Notes; provided that the foregoing 75% limit shall not restrict any such Exchange Rate Swap Contract entered into by a Borrower Group Member with respect to the High Yield Notes if: (x) the term of such Exchange Rate Swap Contract does not exceed the term of any High Yield Notes; and (y) the Borrower covenants to, concurrent with any reduction in the principal amount of the High Yield Notes, reduce the Net Aggregated Notional Amount under any such Exchange Rate Swap Contract by a proportionate amount. Notwithstanding the foregoing, the Borrower will not permit PROP to enter into any Exchange Rate Swap Contracts.

Limitation on Interest Rate Swap Contracts. The Borrower will not, and will not permit any other Borrower Group Member to, enter into any contract for a rate swap, rate cap, rate floor, rate collar, forward rate agreement, futures or other rate protection agreement or option with respect to any such transaction, designed to hedge against fluctuations in interest rates (collectively, the “Interest Rate Swap Contracts”) if (i) it is entered into for speculative purposes, (ii) the term of any such Interest Rate Swap Contract exceeds three years, or (iii) if the Net Aggregated Notional Amount hedged under all Interest Rate Swap Contracts at the time the Interest Rate Swap Contract is entered into and after giving effect thereto exceeds 75% of the then current Borrowing Base at the time such contract is entered into; provided that the foregoing 75% limit shall not restrict any such Interest Rate Swap Contract entered into by a Borrower Group Member with respect to the High Yield Notes if: (i) the term of such Interest Rate Swap Contract does not exceed the term of any High Yield Notes; and (ii) the Borrower covenants to, concurrent with any reduction in the principal amount of the High Yield Notes, reduce the Net Aggregated Notional Amount under any such Interest Rate Swap Contracts by a proportionate amount. Notwithstanding the foregoing, the Borrower will not permit PROP to enter into any Interest Rate Swap Contracts.

Limitation on Commodity Swap Contracts. The Borrower will not, and will not permit any other Borrower Group Member to, enter into any contract for a commodity swap or other protection agreement or option designed to protect against fluctuations in commodity prices (which, for greater certainty, includes both physically and financially settled ▇▇▇▇▇▇) (collectively, the “Commodity Swap Contracts”) if (i) the term of any such contracts exceeds three years, (ii) it is entered into for speculative purposes, or (iii) at the time of entry of such contract, the Net Aggregated Notional Amount hedged under such contract and all other Commodity Swap Contracts outstanding at such time and after giving effect thereto, would exceed (A) 75% of the forecasted average daily production (net of royalties) of the Borrower Group Members for the first year from such time, (B) 75% of the forecasted average daily production (net of royalties) of the Borrower Group Members for the second year from such time, or (C) 50% of the forecasted average daily production (net of royalties) of the Borrower Group Members for the third year from such time, in each case (x) calculated on a commodity-by-commodity basis for oil and natural gas liquids, on the one hand, and natural gas, on the other hand, and as adjusted for acquisitions and divestitures during the applicable period in a manner satisfactory to the Agent, acting reasonably, and based on the then most recent management forecast or, if available, the most recent budget approved by the Borrower’s Board of Directors; provided that the Borrower Group Members may exceed such limits set forth in clauses (A) through (C), as applicable, if, and to the extent that at such time, (i) they obtain the prior written consent of the Majority Lenders, or (ii) such applicable limit is exceeded due to it entering into fixed price commodity puts allowing it to put production to a counterparty and having a term of 36 months or less, any premium is paid at the time of entry into any such puts and the Net Aggregated Notional Amount hedged under all Commodity Swap Contracts, including such puts, does not exceed 100% of such average daily oil and natural gas liquids or natural gas production, as applicable, (net of royalties) as so adjusted. Notwithstanding the foregoing, the Borrower will not permit PROP to enter into any Commodity Swap Contracts.

Mergers, Amalgamation and Consolidations. The Borrower will not, and will not permit any other Loan Party to, merge, amalgamate, consolidate, liquidate or wind-up into or with another Person other than a wholly-owned Material Subsidiary of the Borrower subject to compliance with Section 13.1(n).

Change in Business, Name, Location or Fiscal Year. The Borrower will not, and will not permit any other Borrower Group Member to, (i) change in any material respect the nature of their business or operations (taken as a whole) from the direct or indirect exploration for, and development, production, processing, transportation and marketing of, petroleum, natural gas and related products, or (ii) if it has provided Security described in Section 4.1(a), change its name, trade name or

jurisdictions in which it carries on business from those set forth in Schedule H without giving the Agent 15 days prior written notice thereof. The Borrower will notify the Agent of the creation of any Subsidiary and the ownership thereof or any change to its fiscal year end from that set forth in Section 12.1(u).

Asset Dispositions.

Borrowing Base Properties. Other than for Permitted Dispositions, the Borrower will not, and will not permit any other Borrower Group Member to, directly or indirectly, make any Disposition of any of its Borrowing Base Properties to any Person without the prior consent of all of the Lenders, acting reasonably, which consent may be contingent on various conditions, including a condition that the net cash proceeds of such transactions are used to make a permanent reduction of the Commitment Amount by an amount equal to the lending value attributed to such properties by the Lenders from the net proceeds received by the applicable Borrower Group Member as a result thereof. Notwithstanding the foregoing, during the continuance of a Borrowing Base Shortfall, Default or Event of Default, the Borrower Group Members will not make any Permitted Dispositions except for those described in paragraphs (a), (b), (c) and (e) of the definition thereof set forth in Schedule A or in accordance with Section 3.5(e)(iii).

PROP Assets. Notwithstanding clause (i) above of this Section 13.2(g), the Borrower will not, and will not permit any other Borrower Group Member to, directly or indirectly, make any Disposition of any of the PROP Assets to any Person without the prior written consent of the Majority Lenders, each in their sole discretion.

Financial Assistance or Capital Contributions. Except as set forth in the provisos set forth below, the Borrower will not, and will not permit any other Borrower Group Member to:

save and except for Permitted Indebtedness, provide any guarantee of the obligations of any Person or loans or other financial assistance to any Person, in each case other than where that Person is another Loan Party; or

make any contributions of capital or any other forms of equity investment in any Person that is not a Loan Party (provided that if the same is permitted pursuant to the proviso below such capital contributions and investments may only be made in entities engaged in similar businesses as the Loan Parties as at the Closing Date),

Material Investments. The Borrower will not, and will not permit any Subsidiary to, make material investments or enter into ventures of a material nature which are outside the scope of their normal course of business.

Transactions with Affiliates. The Borrower will not, and will not permit any other Borrower Group Member to, except as otherwise specifically permitted hereunder, enter into any transaction, including the purchase, sale or exchange of any property or the rendering of any services, with any of its shareholders or with any of its Affiliates, or with any of its or their Directors or officers, or enter into, assume or suffer to exist any employment, consulting or analogous agreement or arrangement with any such shareholder or Affiliate or with any of its directors or officers, except a transaction or agreement or arrangement which is in the ordinary course of business of the applicable Borrower Group Member and which is upon fair and reasonable terms not less favourable to the applicable Borrower Group Member than it would obtain in comparable arms-length transaction; provided that such restriction will not apply to any transaction between the Loan Parties.

Constating Documents. The Borrower will not, and will not permit any other Borrower Group Member to, amend or otherwise modify or terminate any of its constating documents (including the PROP Partnership Agreement) in any manner that would reasonably be expected to have a Material Adverse Effect without the prior written consent of the Agent on behalf of the Majority Lenders, acting reasonably.

High Yield Notes. The Borrower will not, and will not permit any other Loan Party to, without the consent of all of the Lenders:

make any principal payments, repurchases, redemptions or other retirement of principal under any High Yield Notes prior to their maturity, except as required in accordance with the terms of any High Yield Note Indenture;

pay any interest on any High Yield Notes during the continuance of a Borrowing Base Shortfall, Default or Event of Default; or

make any material amendments to any High Yield Notes or any High Yield Note Indenture or the terms and condition thereof that would reasonably be expected to have an adverse impact on the interests of the Lenders.

Sanctions. The Borrower will not, and will not permit any other Borrower Group Member to:

become a Sanctioned Person;

have any investments in or knowingly engage in any dealings or transactions with any Sanctioned Person if such investments, dealings or transactions would cause any Lender to be in violation of any Laws; or

engage in any activity that would reasonably be expected to subject any Lender to sanctions under Sanctions.

Cash Management Services. The Borrower will not permit any Subsidiary that is not a Loan Party to become a party to any Cash Management Services.

Limitation on Acquisitions re: Minimum LMR. The Borrower will not, and will not permit the other Borrower Group Members to, Acquire (i) Voting Securities or any other ownership interests of any Person or entity or (ii) any assets or property, which, in any case, would result in the LMR of such Borrower Group Member (in any Material Jurisdiction), on a pro forma basis after giving effect to such acquisition, being less than the lesser of (A) 2.00 and (B) the then current LMR of such Borrower Group Member in each Material Jurisdiction.

Limitation on Acquisitions re: Property and Persons. The Borrower will not, and will not permit any of its Subsidiaries to:

Acquire any property or assets, including P&NG Rights, by whatever means effected (or enter into any agreement in respect of the same or make any public announcement in respect of its intention to enter into the same); or

Acquire any Voting Securities or any other ownership interest in any Person (or enter into any agreement in respect of the same or make any public announcement in respect of its intention to enter into the same),

the aggregate, uninflated and undiscounted asset retirement obligations of the property and assets (including P&NG Rights) to be Acquired and/or of the Person(s) to be Acquired, together with the aggregate, uninflated and undiscounted asset retirement obligations of the assets and property (including P&NG Rights) and/or of Person(s) previously Acquired by the Borrower and its Subsidiaries since the last determination or redetermination of the Borrowing Base, is greater than the Threshold Amount, or

the fair market value of the property and assets (including P&NG Rights) and/or the Person(s) to be Acquired, together with the fair market value of the assets and property (including P&NG Rights) and all Persons previously Acquired by the Borrower and its Subsidiaries since the last determination or redetermination of the Borrowing Base, is greater than the Threshold Amount.

Limitation on Expenditures re: Original Annual Budget. The Borrower will not, and will not permit any of its Subsidiaries to, make any expenditures in a fiscal quarter which are not reflected in the Original Annual Budget most recently delivered pursuant to Section 13.1(e)(iii)(A) if the making of any such expenditures in such fiscal quarter will result in the actual expenditures for such fiscal quarter, together with the actual expenditures for each of the prior fiscal quarters for the fiscal year in respect of which such Original Annual Budget was most recently delivered to the Agent pursuant to and in accordance with Section 13.1(e)(iii)(A), to be in excess of 110% of the aggregate of the budgeted expenditures provided for in such Original Annual Budget for such prior fiscal quarters and the fiscal quarter in question, without the prior written approval of the Majority Lenders, acting reasonably.

Consolidated Total Debt to Consolidated Total Capitalization. The Borrower will not permit Consolidated Total Debt to exceed 75% of Consolidated Total Capitalization as at the end of any fiscal quarter of the Borrower.

Definitions. Solely for the purposes of this Section 13.3 and the calculation of the financial covenants described in paragraph (a) above, “Consolidated Total Capitalization” and “Consolidated Total Debt”, shall have the meanings ascribed thereto in the Amended, Restated and Consolidated Note Purchase Agreement as the Closing Date.

Failure to Pay. If (i) the Borrower defaults in the due and punctual payment of any principal amount owing under the Documents, as and when the same becomes due and payable, whether at maturity or otherwise; or (ii) if the Borrower makes default in the due and punctual payment of interest or fees owing under the Documents, as and when the same become due and payable, whether at maturity or otherwise and such default continues for a period of 3 Banking Days.

Incorrect Representations. If any representation or warranty made or deemed to be made by any Loan Party in any Document proves to have been incorrect in any material respect (or in any respect in the case of representations and warranties already subject to any materiality or Material Adverse Effect qualification) when so made or deemed to have been repeated as herein provided and, if the underlying facts resulting in such representation are capable of being cured, any Loan Party has not rectified the circumstances which gave rise to such incorrect representation or warranty within 30 days after the earlier of (i) notice thereof is given to the Borrower by the Agent and (ii) any Loan Party’s actual knowledge thereof.

Breach of Covenants. Except for an Event of Default set out in Section 14.1(a) or elsewhere in this Section 14.1, if a Borrower Group Member defaults in the performance or observance of any covenant, obligation or condition to be observed or performed by it pursuant to any of the Documents, and if such covenant, obligation or condition is capable of being cured, such default continues for a period of 30 days after the earlier of (i) notice thereof is given to the Borrower by the Agent and (ii) any Loan Party’s actual knowledge thereof.

Breach of Certain Covenants. The Borrower fails to observe or perform any covenant in Sections 13.1(e)(i), 13.1(q), 13.1(r), 13.1(w), 13.1(z), 13.2 or 13.3.

Insolvency. If a judgment, decree or order of a court of competent jurisdiction is entered against any Borrower Group Member (i) adjudging any Borrower Group Member bankrupt or insolvent, or approving a petition seeking its reorganization or winding-up under the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada) or any other bankruptcy, insolvency or analogous Law, or (ii) appointing a receiver, trustee, liquidator, or other Person with like powers, over all, or substantially all, of the property of any Borrower Group Member, or (iii) ordering the involuntary winding up or liquidation of the affairs of any Borrower Group Member, or (iv) appointing any receiver or other Person with like powers over all, or substantially all, of the property of any Borrower Group Member, unless, in any such case, such judgment, petition, order or appointment is stayed and of no effect against the rights of the Lenders within 30 days of its entry.

Winding-Up. If, (i) except as permitted by Section 13.2(e), an order or a resolution is passed for the dissolution, winding-up, reorganization or liquidation of any Borrower Group Member, pursuant to applicable Law, including the Canada Business Corporations Act or the Business Corporations Act (Alberta), or (ii) if any Borrower Group Member institutes proceedings to be adjudicated bankrupt or insolvent, or consents to the institution of bankruptcy or insolvency proceedings against it under the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada) or any other bankruptcy, insolvency or analogous Law, or (iii) any Borrower Group Member consents to the filing of any petition under any such Law or to the appointment of a receiver, or other Person with like powers, over all, or substantially all, of any Borrower Group Member’s property, (iv) any Borrower Group Member makes a general assignment for the benefit of creditors, or becomes unable to pay its debts generally as they become due, or (v) take corporate or partnership action for the purpose of effecting any of the foregoing.

Other Debt. Any default shall have occurred and is continuing in respect of any agreement or other instrument evidencing Debt of one or more Borrower Group Members (which for the purpose of this Section 14.1(g) includes a default of a Borrower Group Member under any Hedging Agreement that is not a Swap Document), whatsoever owed by it after the expiry of any applicable grace period in respect thereof, to any Person, other than the Agent or any Lender under the Documents, where the outstanding principal amount of such Debt (or, in the case of such Hedging Agreement, the applicable payment owed by the Borrower Group Member, if any) is more than Threshold Amount, in aggregate.

Material Lien. The property of any Borrower Group Member having a fair market value in excess of the Threshold Amount, in the aggregate, shall be seized (including by way of execution, attachment, garnishment or distraint) or any Lien thereon shall be enforced, or such property shall become subject to any charging order or equitable execution of a court, or any writ of enforcement, writ of execution or distress warrant with respect to obligations in excess of the Threshold Amount, in the aggregate, shall exist in respect of any one or more of the Borrower Group Members, or such property, or any sheriff, civil enforcement agent or other Person shall become lawfully entitled to seize or distrain upon such property under the Civil Enforcement Act (Alberta), the Workers’ Compensation Act (Alberta), the Personal Property Security Act (Alberta) or any other applicable Laws whereunder similar remedies are provided, and in any case such seizure, execution, attachment, garnishment, distraint, charging order or equitable execution, or other seizure or right, shall continue in effect and not released or discharged for more than 30 days.

Judgment. A final judgment is obtained against any of the Borrower Group Members for an amount in excess of Threshold Amount, in the aggregate, which remains unsatisfied and undischarged for a period of 30 days during which such judgment shall not be on appeal or execution thereof shall not be effectively stayed.

High Yield Notes. The occurrence of an event of default under any High Yield Note Indenture or otherwise in respect of any High Yield Notes, after the expiry of any applicable grace period.

Swap Documents. The occurrence of an event of default by a Loan Party under any Swap Document, after the expiry of any applicable grace period thereunder.

Cessation of Business. Any Loan Party ceases or proposes to cease carrying on business, or a substantial part thereof, or makes or threatens to make a bulk sale of its property.

Enforceability of Documents. If any material provision of any Document shall at any time cease to be in full force and effect, be declared to be void or voidable or shall be repudiated, or the validity or enforceability thereof shall at any time be contested by any Loan Party or if any Lien constituted pursuant to the Security ceases to have the priority contemplated in the Documents the same is not rectified within 10 days after notice thereof is given to the Borrower by the Agent.

Qualified Auditor Report. If the audited financial statements that are required to be delivered to the Agent pursuant to Section 13.1(e) contain a material qualification or going concern notation that is not acceptable to the Majority Lenders, acting reasonably, and, if unacceptable, such qualification is not rectified or otherwise dealt with to the satisfaction of the Majority Lenders within a period of 30 days after the delivery of such financial statements.

Change of Control. If (i) a Change of Control occurs or (ii) PROP ceases to be a direct or indirect Subsidiary of the Borrower.

Borrowing Base Shortfall. If at any time there exists a Borrowing Base Shortfall that is not eliminated in accordance with Section 3.5(d).

Material Adverse Effect. If, in the opinion of all the Lenders, acting reasonably, a Material Adverse Effect occurs and is continuing and, if the events resulting in such Material Adverse effect are capable of remedy, such event shall not be remedied within a period of 30 days from the date of the occurrence of such event.

Intercreditor Agreement. A default notice is issued by a creditor or group of creditors pursuant to the terms of the Intercreditor Agreement.

Abandonment/Reclamation Orders. If any one or more of the Borrower Group Members receives one or more Abandonment/Reclamation Orders from any applicable Energy Regulator and (i) the aggregate estimated cost of compliance with all such outstanding orders, together with the aggregate amount of all such security deposits (without duplication) determined at the time of receipt thereof by the applicable Borrower Group Member, would exceed the Threshold Amount (provided that, for the purpose of determining any such estimated cost, the Borrower shall provide the Agent with a reasonable and factually supportable estimate of such costs within 15 Banking Days of its receipt of the applicable order and shall deliver to each Lender all such other relevant information related to such estimate as may be reasonably required by any such Lender) and (ii) the Borrower Group Member has not complied with the terms of the applicable Abandonment/Reclamation Order(s) or the circumstances identified in such order(s) remain unrectified (as such order(s) may be amended, supplemented or otherwise modified by the issuing Energy Regulator) by any deadline date for compliance or rectification as set forth therein (as any such date may be extended, including as a result of any appeal period by the applicable Borrower Group Member in respect thereof) (the “Compliance Date”), unless the Lenders have received evidence satisfactory to each of them, acting reasonably, (A) of such compliance or rectification or (B) that such order has been withdrawn by the applicable Energy Regulator, in either case, on or before the Compliance Date.

Inadequate Updated Cash Flow Projection. If any information in the Updated Cash Flow Projection contemplates or forecasts an adverse change or changes from the preceding Updated Cash Flow Projection and such change or changes, in the sole determination of the Majority Lenders, would reasonably be expected to have a Material Adverse Effect.

Breach of Certain Reporting Covenants. If the Borrower fails to observe or perform any covenant in Section 13.1(e)(ix), 13.1(e)(x), 13.1(e)(xi) or 13.1(x) and such default continues for a period of three (3) Banking Days.

first, in full and final payment of any amounts due and payable by way of recoverable expenses, including all out-of-pocket realization and enforcement costs and all reasonable legal costs and disbursements (on a solicitor and his own client full indemnity basis);

second, in full and final payment of all accrued and unpaid interest, Letter of Credit Fees, agency fees and standby fees based on each Lender’s Rateable Portion;

third, in full and final payment of the Aggregate Principal Amount under each Credit Facility, the Permitted Swap Indebtedness and the Cash Management Obligations, pro rated in accordance with the provisions hereof;

fourth, in full and final payment of all other Lender Secured Obligations other than as contemplated in subparagraph (e) below, pro rated in accordance with the provisions hereof;

fifth, in full and final payment of all Swap Indebtedness in excess of Permitted Swap Indebtedness; and

finally, if there are any amounts remaining and subject to applicable Law, to the appropriate Loan Party.

of a Party where that Party consents in writing to its disclosure;

which becomes part of the public domain without breach of Section 15.1 or which has been made readily available to the public by the Borrower or its Subsidiaries;

received from a third party without restriction on further disclosure by the Lender or such Lender and without breach of Section 15.1;

in connection with the exercise of any remedies hereunder or under the other Documents or any suit, action or proceeding relating to the enforcement of its rights hereunder or thereunder;

developed independently without breach of Section 15.1;

to the extent required to be disclosed by order or direction of a court or Administrative Body of competent jurisdiction; or

which the Agent or the relevant Lender can show was, prior to the receipt thereof from the Borrower or a Subsidiary, lawfully in the Agent’s or Lender’s possession from a source other than the Borrower or a representative of the Borrower and not then subject to any obligation on its part to the Borrower or a Subsidiary to maintain confidentiality.

to their respective Affiliates, Swap Lenders, the Agent or any other Lender, including any Participant, prospective Participant or any other financial institution or other Person which desires to become a Lender hereunder or any actual or prospective counterparty (or its advisors) to any securitization, swap or derivative transaction relating to the Borrower Group Members, any Subsidiaries thereof, and the Obligations; provided that, (i) in the case of any Participant, prospective Participant, prospective lender or actual or prospective counterparty any such Person has entered into confidentiality covenants with the Agent for the benefit of the Borrower or such Lender (in the latter case, in the case of a sale of a participating interest to a Participant or prospective Participant pursuant to Section 16.4) substantially the same as those contained in this Article 15); and (ii) in the case of any Affiliate, each such Affiliate shall be under a like duty of confidentiality to that contained in this Article 15 (except to the extent such like duty of confidentiality conflicts with any applicable Law) and, further provided that, the Agent or the Lender, as the case may be, providing the Information shall be responsible for any breach by its Affiliate of the aforementioned like duty of confidentiality;

to their respective employees, auditors, accountants, legal counsel, geologists, engineers and other consultants, agents and financial or professional advisors retained by such Persons, in each case, where the same is subject to an obligation to maintain confidentiality of Information received thereby to the extent the Agent and the Lenders are required to maintain confidentiality of Information pursuant to this Article 15;

to any holders of the Existing Notes to the extent permitted or required to do so pursuant to the Intercreditor Agreement;

if, in their reasonable opinion, such disclosure is required (i) by their respective auditors or (ii) in connection with any actual or threatened judicial, administrative or governmental proceedings, including proceedings initiated under or in respect of this Agreement;

to any Administrative Body (including any self-regulatory agency or authority) having jurisdiction over it (i) upon the request thereof or (ii) where the Agent or the relevant Lender considers such disclosure to be advisable or appropriate, acting reasonably;

to any insurance or reinsurance company for the purpose of maintaining insurance and to any Person providing administration and settlement services in respect of this Agreement (provided that such insurance or reinsurance company or other person agrees in writing to be under a like duty of confidentiality to that contained in this Section); and

so as to enable the Agent and the Lenders to initiate any lawsuit against the Borrower or any Subsidiary or to defend any lawsuit commenced by the Borrower or any Subsidiary the issues of which touch on the Information, but only to the extent such disclosure is necessary to the initiation or defense of such lawsuit.

no participation contemplated in this Section 16.4 will relieve such Lender from its commitments or its other obligations hereunder or under any other Document;

such Lender will remain solely responsible for the performance of its commitments and such other obligations as if such participation had not taken place;

the Agent will continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and each of the other Documents;

no Participant will have any rights (through a right of consent or approval or otherwise) to require such Lender to take or refrain from taking any action hereunder or under any other Document; and

the Borrower will not be required to pay any amount hereunder that is greater than the amount which it would have been required to pay had no participating interest been sold.

Authorization and Action. Each Lender hereby irrevocably appoints and authorizes the Agent to be its agent in its name and on its behalf and to exercise such rights or powers granted to the Agent or the Lenders under the Documents to the extent specifically provided therein and on the terms thereof, together with such powers and authority as are reasonably incidental thereto. As to any matters not expressly provided for by the Documents, the Agent will not be required to exercise any discretion or take any action, but will be required to act or to refrain from acting (and will be fully indemnified and protected by the Lenders to the greatest extent permitted by Law in so acting or refraining from acting) upon the instructions of the Majority Lenders, and such instructions will be binding upon all Lenders, provided however that the Agent will not be required to take any action which, in the opinion of the Agent, might expose the Agent to liability in such capacity, which could result in the Agent incurring any costs and expenses, or which is contrary to the spirit and intent of this Agreement.

Lenders’ Determination. Where the provisions of this Agreement provide that any waiver of or any amendment to any provision of the Documents may be made or any action, consent or other determination in connection with the Documents may be taken or given, with the consent or agreement of the Lenders or the Majority Lenders (in accordance with Section 17.7), then any such waiver, amendment, action, consent or determination so made, so taken or so given with the consent or agreement of the Lenders or the Majority Lenders will be binding on all of the Lenders and all of the Lenders will cooperate in all ways necessary or desirable to implement and effect such waiver, amendment, action, consent or determination.

Deemed Non-Consent. If the Agent delivers a notice to a Lender requesting advice from such Lender as to whether it consents or objects to any matter in connection with the Documents, then, except as otherwise expressly provided herein, if such Lender does not deliver to the Agent its written consent or objection to such matter within 7 Banking Days of the delivery of such notice by the Agent to such Lender, such Lender will be deemed not to have consented thereto upon the expiry of such 7 Banking Day period.

Release and Discharge of Security. Each Lender hereby irrevocably 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 one or more Loan Parties 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.

Pro Rata Advances. Subject to Sections 6.1, 6.2, 6.3 and 6.4, all Advances made by the Lenders will be made in accordance with each Participating Lender’s Rateable Portion of such Advance, except to the extent that the Agent deems any variations therefrom to be immaterial. The Agent shall determine all adjustments to the amounts required to be advanced by the Lenders to reflect as nearly as practicable the respective Rateable Portions of the Lenders under the Credit Facilities.

Instructions from Borrower. The Lenders, through the Agent, will make Advances available to the Borrower as required hereunder by debiting the account of the Agent to which each Lender’s Rateable Portion of such Advances have been credited in accordance with Section 5.6 (or causing such account to be debited) and, in the absence of other arrangements agreed to by the Agent and the Borrower in writing, by transferring (or causing to be transferred) like funds in accordance with the instructions of the Borrower as set forth in the Notice of Borrowing, Notice of Rollover or Notice of Conversion, as the case may be, in respect of each Advance, provided that the obligation of the Agent hereunder will be limited to taking such steps as are in keeping with its normal banking practice and which are commercially reasonable in the circumstances to implement such instructions, and the Agent will not be liable for any damages, claims or costs which may be suffered by the Borrower or any of the Lenders and occasioned by the failure of such funds to reach their designated destination, unless such failure is due to the gross negligence or wilful misconduct of the Agent, as determined by a final, non-appealable judgment of a court of competent jurisdiction.

If it exercises any right of counter-claim, set off, bankers’ lien or similar right with respect to any property of any Loan Party or if under applicable Law it receives a secured claim, the security for which is a debt owed by it to the Loan Party, it will apportion the amount thereof proportionately between:

amounts outstanding at the time owed by the Loan Party to such Lender under this Agreement, which amounts will be applied in accordance with this Section 17.4; and

amounts otherwise owed to it by a Loan Party,

If it receives, through the exercise of a right or the receipt of a secured claim described in Section 17.4(a) or otherwise, payment of a proportion of the aggregate amount of principal, interest and fees due to it hereunder which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest and fees due in respect of the applicable Credit Facility (having regard to the respective proportionate amounts advanced as Advances by each of the Lenders under the applicable Credit Facility), the Lender receiving such proportionately greater payment will purchase a participation (which will be deemed to have been done simultaneously with receipt of such payment) in that portion of the applicable Credit Facility of the other Lenders so that their respective receipts will be pro rata to their respective Rateable Portions, provided however that, if all or part of such proportionately greater payment received by such purchasing Lender is otherwise recovered by it, such purchase will be rescinded and the purchase price for such participation will be returned to the extent of such recovery, but without interest. Such Lender will exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 17.4 to share in the benefits of any recovery on such secured claims.

If it does any act or thing permitted by Sections 17.4(a) or 17.4(b), it will promptly provide full particulars thereof to the Agent.

Except as permitted under Sections 17.4(a) or 17.4(b), no Lender will be entitled to exercise any right of counter-claim, set off, bankers’ lien or similar right without the prior written consent of the other Lenders.

Notwithstanding anything else in this Section 17.4, any amounts which are lawfully received by any Swap Lender under a Swap Document prior to the delivery by the Agent of a declaration of all Obligations becoming due pursuant to Section 14.2 are not required to be shared pursuant to the provisions of this Section 17.4.

may assume that there has been no assignment or transfer by the Lenders of their rights under the Documents, unless and until the Agent receives a duly executed Assignment Agreement from such Lender;

may consult with counsel (including Borrower’s Counsel), independent public accountants and other experts selected by it and will not be liable for any action taken or omitted to be taken in good faith by it in accordance with or reliance upon the advice of such counsel, accountants or experts;

will incur no liability under or in respect of the Documents by acting upon any notice, consent, certificate or other instrument or writing believed by it to be genuine and signed or sent by the apparently proper Person or by acting upon any representation or warranty of any Loan Party made or deemed to be made hereunder;

may assume that no Default or Event of Default has occurred and is continuing unless it has actual knowledge to the contrary; and

may rely, as to any matter of fact which might reasonably be expected to be within the knowledge of any Person, upon a certificate signed by or on behalf of such Person.

Obligations Separate. The obligations of each Lender and the Agent under this Agreement are separate and several. The failure of any Lender to carry out its obligations hereunder will not relieve the other Lenders, the Agent or the Borrower of any of their respective obligations hereunder.

No Liability for Failure by Other Lenders. Neither the Agent nor any Lender will be liable or otherwise responsible for the obligations of any other Lender hereunder.

The Borrower acknowledges that, pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” Laws, whether within Canada or elsewhere (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Lenders and the Agent may be required to obtain, verify and record information regarding the Borrower, its directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Borrower, and the transactions contemplated hereby. The Borrower shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Lender or the Agent, or any prospective assign or participant of a Lender or the Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence.

If the Agent has ascertained the identity of the Borrower or any other Loan Party or any authorized signatories of the Borrower or any other Loan Party for the purposes of applicable AML Legislation, then the Agent:

shall be deemed to have done so as an agent for each Lender, and this Agreement shall constitute a “written agreement” in such regard between each Lender and the Agent within the meaning of applicable AML Legislation; and

shall provide to each Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness.

Unanimity. Notwithstanding anything herein to the contrary and without limiting in any way the context of any provision in this Agreement requiring the consent, approval, action, agreement or waiver of all Lenders, the following matters will require the consent, approval, action, agreement or waiver, as the context requires, of all Lenders:

the reduction or forgiveness of any Obligations payable by any Loan Party under the Credit Facilities or under any of the Documents;

the postponement or extension of any maturity date of any Obligations of any Loan Party to the Lenders or under any of the Documents;

the release or discharge of the Security, or any part thereof, or any release of any Material Subsidiary from a guarantee unless, in each case, otherwise expressly permitted or provided in this Agreement, or any change in the ranking or priority of the Security;

any change in the nature of Advances and Accommodations;

any waiver of the Events of Default described in Sections 14.1(a), 14.1(e), 14.1(f), or 14.1(p);

any change to the covenants referred to in Sections 3.1, 3.2, 3.5, 3.8, 3.9, 3.11(a), 3.11(b), 3.11(c), 3.11(h), 3.12, 4.1, 4.2, 6.1, 6.2, 13.1(a), 13.2(g), 14.5, 14.6 and 17.4;

any decrease in the applicable margins or fees set out in Section 3.10;

any amendment to this Section 17.17(a);

any change to the definition of “Majority Lenders”, “LIBOR Period”, “CDOR Period” or “Permitted Encumbrances”; and

any amendment to the Intercreditor Agreement that adversely affects either (A) the priority of the ranking of the Lender Secured Obligations, or the Liens in respect thereof, (B) the priority or order of any payments to be made by a Collateral Trustee or other party on behalf of the Lender Secured Parties following a realization event or otherwise,

Majority Consent. Subject to Section 17.17(a), any waiver of or any amendment to any provision of the Documents and any action, consent or other determination in connection with the Documents will bind all of the Lenders if such waiver, amendment, action, consent or other determination is agreed to in writing by the Majority Lenders.

replace the Departing Lender with another financial institution acceptable to the Agent, acting reasonably, who purchases at par (or such lesser amount as may be agreed to by the Departing Lender) the Aggregate Principal Amount owing to the Departing Lender and such Lender’s entire Individual Commitment Amount and assumes the Departing Lender’s Individual Commitment Amount and all other obligations of the Departing Lender hereunder, provided that prior to or concurrently with such replacement:

the Departing Lender shall have received payment in full of all principal, interest, fees and other amounts through such date of replacement (or such lesser amount as may be agreed to by the Departing Lender) (including breakage and other costs in accordance with Sections 8.2 and 9.2, and, if such Lender is the Operating Lender, cash collateralization in full of any contingent obligations in respect of any outstanding Letters of Credit) and a release from any further obligations to make Advances under the Documents after the date of such replacement;

the assignment fee required to be paid by Section 16.2 shall have been paid to the Agent;

all of the requirements for such assignment contained in Section 16.2 shall have been satisfied, including the consent of the Agent and the receipt by the Agent of such agreements, documents and instruments as the Agent may reasonably require; and

in the case of a Departing Lender who is a Non-Consenting Lender, (A) each assignee consents, at the time of such assignment, to each matter in respect of which such Non-Consenting Lender was a Non-Consenting Lender, and (B) the Borrower also requires each other Lender that is a Non-Consenting Lender to assign the Aggregate Principal Amount owing to it and its Individual Commitment Amount; or

elect to terminate the Departing Lender’s Individual Commitment Amount, in which case the Commitment Amount shall be reduced by an amount equal to the amount of any Individual Commitment Amount so cancelled (provided that prior to or concurrently with such cancellation the Departing Lender shall have received payment in full of all principal, interest, fees and other amounts through such date of cancellation (including breakage and other costs in accordance with Sections 8.2 and 9.2, and, in the event that the Departing Lender is the Operating Lender, cash collateralization in full of any contingent obligations in respect of any outstanding Letters of Credit then issued and outstanding by the Operating Lender) (or such lesser amount as may be agreed to by the Departing Lender) and a release from any further obligations to make Advances under the Documents after such termination).

If the Agent notifies a Lender or other Lender Secured Party, or any Person who has received funds on behalf of a Lender or other Lender Secured Party under or pursuant to any of the Lender Secured Documents (any such Lender, other Lender 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 subparagraph (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 Lender Secured Party or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Agent, and such Lender or other Lender 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 Banking 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 or any other currency at a fluctuating rate per annum equal to the overnight rate at which Canadian Dollars or funds in the currency of such Erroneous Payment, as the case may be, may be borrowed by the Agent in the interbank market in an amount comparable to such Erroneous Payment (as determined by the Agent) and (y) a rate determined by the Agent in accordance with banking industry rules 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 17.19(a) shall be conclusive, absent manifest error.

Without limiting the immediately preceding Section 17.19(a), each Lender or other Lender Secured Party, or any Person who has received funds on behalf of a Lender or other Lender Secured Party under or pursuant to any of the Lender Secured 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, (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 Lender 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:

(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

such Lender or other Lender Secured Party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Banking 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 17.19(b).

Each Lender or other Lender 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 Lender Secured Party under any Lender Secured Document, or otherwise payable or distributable by the Agent to such Lender or other Lender Secured Party from any source, against any amount due to the Agent under immediately preceding Section 17.19(a) or under the indemnification provisions of this Agreement.

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 the immediately preceding Section 17.19(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 Accommodations (but not any of its Individual Commitment Amounts) under any of the applicable Credit Facilities 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 Accommodations (but not any of its Individual Commitment Amounts) 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 Agreement 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 Individual Commitment Amounts which shall survive as to such assigning Lender and (iv) the Agent may reflect in its records its ownership interest in the Accommodations subject to the Erroneous Payment Deficiency Assignment. The Agent may, in its discretion, sell any Accommodations 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 Accommodations (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 Individual Commitment Amount of any Lender under any of the Credit Facilities and such Individual Commitment Amount under such Credit Facilities 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 an Accommodation (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 Lender Secured Party under the applicable Lender Secured Documents with respect to each Erroneous Payment Return Deficiency (the “Erroneous Payment Subrogation Rights”).

The Parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Lender Secured Obligations owed by the Borrower or any other Loan Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Agent from (i) the Borrower or any other Loan Party or (ii) the proceeds of realization from the enforcement of one or more of the Lender Secured Documents against or in respect of one or more of the Loan Parties, in each case, for the purpose of making such Erroneous Payment.

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.

Each Party’s obligations, agreements and waivers under this Section 17.19 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 or an Affiliate thereof the termination of the Commitments and/or the repayment, satisfaction or discharge of all Lender Secured Obligations (or any portion thereof) under any Lender Secured Document.

For purposes of this Section 17.19, each Lender:

agrees it is executing and delivering this Agreement with respect to this Section 17.19 both on its own behalf and as agent for and on behalf of its Affiliates referred to in this Section 17.19 and any Person receiving funds under or pursuant to any of the Lender Secured Documents on behalf of such Lender or any of such Affiliates;

represents, warrants, covenants and agrees that its Affiliates referred to in this Section 17.19 and any Person receiving funds under or pursuant to any of the Lender Secured Documents on behalf of such Lender or any of such Affiliates are bound by the provisions of this Section 17.19; and

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 Lender Secured Documents on behalf of such Lender or any of such Affiliates which are the subject of this Section 17.19 will be binding upon such Lender and each Lender does hereby indemnify and save the Agent and its Affiliates harmless from any and all losses, expenses, claims, demands or other liabilities of the Agent and its Affiliates resulting from the failure of such Lender, its Affiliates or such Persons to comply with their obligations under and in respect of this Section 17.19, in each case, in accordance with and subject to the limitations in Section 17.9.

left at the relevant address set forth below; or

by facsimile or sent by other means of recorded electronic communication; and

if to the Agent, addressed to the Agent at:

if to the Operating Lender, addressed to the Operating Lender at:

if to any other Lender, at the address held on file by the Agent; and

if to any Loan Party, addressed to any Loan Party at:

The Parties each covenant to accept service of judicial proceedings arising under the Documents at its respective address set forth herein.

Any notice or other communication given or made in accordance with this Section 18.1 will be deemed to have been received on the day of delivery if delivered as aforesaid or on the day of receipt of same by facsimile or other recorded means of electronic communication, as the case may be, provided such day is a Banking Day and that such notice is received prior to 12:00 noon local time and, if such day is not a Banking Day or if notice is received after 12:00 noon local time, on the first Banking Day thereafter.

Each Party may change its address and facsimile number for purposes of this Section 18.1 by notice given in the manner provided in this Section 18.1 to the other Parties.

Any notice given under any of the Documents to the Agent will be deemed to also be given to and received by the Agent in its capacity as Lender.

the Release of any Contaminant into the Environment from or into any property, owned, operated or controlled, directly or indirectly, by any Borrower Group Member or otherwise in which any Borrower Group Member or any Subsidiary thereof has an interest; and

the remedial action, if any, required to be taken by the Agent or the Lenders in respect of any such Release,

submit and attorn to the non-exclusive jurisdiction of the courts of the Province of Alberta for all matters arising out of or relating to the Documents or any of the transactions contemplated thereby; and

to the extent legally permitted, waive any right they may have to, or to apply for, trial by jury in connection with any matter, action, proceeding, claim or counterclaim arising out of or relating to the Documents or any of the transactions contemplated thereby.

Except as otherwise provided in this Agreement, interest will be paid by the Parties as follows:

on amounts for which any Party has actually incurred an out-of-pocket expense and for which another Party has an obligation under the Documents to reimburse such amounts to the Party incurring the expenses, interest will be payable on such amount at the interest rate applicable to Canadian Prime Rate Loans plus 2% from and including the day on which the amount was incurred to but excluding the day on which the amount is reimbursed if, commencing on the date which is 3 Banking Days following a demand for payment of the amount in accordance with the terms of the Documents, such expense has not been paid; and

on amounts payable by one Party to another Party under the Documents where such payment is in default but the non-payment of such amount has not required an actual out-of-pocket expense by the Party to whom such payment is due, at the interest rate applicable to Canadian Prime Rate Loans plus 2% from and including the day on which the payment was due to, but excluding the day on which the payment is made whether before or after judgment, but if such payment is a reimbursement by the Lenders to the Borrower for overpayment by it to the Lenders or is in respect of an inadvertent underpayment by the Agent, the Lenders or the Borrower to another Party (based on information provided by such other Party), such interest will only be calculated from the date which is 3 Banking Days following a demand for payment by the Party entitled to it.

All interest referred to in this Section 18.11 will be simple interest calculated daily on the basis of a 365-day year. For the purposes of the Interest Act (Canada), the annual rates of interest to which such rates are equivalent are the rates so determined multiplied by the actual number of days in a period of one year commencing on the first day of the period for which such interest is payable and divided by 365.

the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

the effects of any Bail-In Action on any such liability, including, if applicable:

a reduction in full or in part or cancellation of any such liability;

a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Document; or

the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.