U.S. $2,200,000,000 REVOLVING CREDIT FACILITIES CANADIAN PACIFIC RAILWAY COMPANY as Borrower - and - CANADIAN PACIFIC KANSAS CITY LIMITED as Covenantor - and - THE FINANCIAL INSTITUTIONS IDENTIFIED ON THE SIGNATURE PAGES HERETO OR WHICH HEREAFTER...

ARTICLE 1 INTERPRETATION

1.1

1.2

1.3

1.4

1.5

1.6

1.7

1.8

1.9

1.10

ARTICLE 2 CREDIT FACILITIES

2.1

2.2

2.3

2.4

2.5

2.6

2.7

2.8

2.9

2.10

2.11

2.12

2.13

2.14

2.15

2.16

ARTICLE 3 ADVANCES

3.1

3.2

3.3

3.4

3.5

3.6

ARTICLE 4 BANKERS’ ACCEPTANCES

4.1

4.2

4.3

4.4

4.5

4.6

ARTICLE 5 DOCUMENTARY CREDITS

5.1

5.2

5.3

5.4

5.5

5.6

5.7

5.8

5.9

5.10

5.11

ARTICLE 6 CONDITIONS OF LENDING

6.1

6.2

6.3

6.4

6.5

ARTICLE 7 REPRESENTATIONS AND WARRANTIES

7.1

7.2

ARTICLE 8 COVENANTS OF THE COVENANTOR

8.1

8.2

8.3

ARTICLE 9 EVENTS OF DEFAULT

9.1

9.2

ARTICLE 10 THE ADMINISTRATIVE AGENT AND THE LENDERS

10.1

10.2

10.3

10.4

10.5

10.6

10.7

10.8

10.9

10.10

10.11

10.12

10.13

10.14

10.15

ARTICLE 11 GUARANTEE

11.1

11.2

11.3

11.4

11.5

11.6

11.7

11.8

11.9

11.10

11.11

11.12

11.13

11.14

11.15

11.16

ARTICLE 12 MISCELLANEOUS

12.1

12.2

12.3

12.4

12.5

12.6

12.7

12.8

12.9

12.10

12.11

12.12

12.13

12.14

12.15

12.16

12.17

12.18

12.19

12.20

12.21

12.22

Schedules

Schedule 1

Commitments

Schedule 2

Form of Borrowing Notice

Schedule 3

Form of Conversion/Continuance Election Notice

Schedule 4

Form of Drawing Notice

Schedule 5

Form of Issue Notice

Schedule 6

Notice Periods and Amounts

Schedule 7

Applicable Standby Fee and Applicable Margins

Schedule 8

Assignment and Assumption Agreement

Schedule 9

Form of Repayment Notice

Schedule 10

Form of Optional Reduction of Commitment Notice

Schedule 11

Form of Non-Fronted Documentary Credit

Schedule 12

Request for Extension

Defined Terms

opposite such 5 Year Fronting Documentary Credit ▇▇▇▇▇▇’s name on Schedule 1 hereto;

in an assignment and assumption agreement substantially in the form of Schedule 8 hereto; or

in an agreement between the Borrowers and such Lender of which the Administrative Agent has received a copy;

an Advance made by a Lender on the occasion of any Borrowing;

the creation and purchase of Bankers’ Acceptances or the purchase of completed Drafts by a Lender on the occasion of any Drawing; and

the issue of a Documentary Credit by a Documentary Credit Lender on the occasion of any Issue;

in relation to the Borrowers and any Lender, the amount of all Accommodations at such time made by such Lender to the Borrowers; and

in relation to the Borrowers and the Lenders collectively, the amount of all Accommodations at such time made by the Lenders to the Borrowers.

the aggregate principal amount of all outstanding Advances;

the aggregate Face Amount of all outstanding BA Instruments (and, in respect of each Lender, a rateable part of such Face Amount);

the Face Amount of all outstanding Documentary Credits; and

without duplication, an amount equal to the aggregate principal amount of all Swingline Advances and the Face Amount of all Fronted Documentary Credits for which the Lenders are contingently liable pursuant to Sections 3.1(a) and 5.7(c)(i) and subtracting therefrom the amount, if any, being held by the Administrative Agent at such time pursuant to Section 2.11(b) (and, in respect of each Lender, a rateable part of such principal amount and Face Amount, as the case may be).

Canadian Prime Rate Advances or Base Rate (Canada) Advances, the Applicable Margin shall be the margin referred to in the column “Canadian Prime Rate Advances/Base Rate (Canada) Advances” in Schedule 7 for the applicable Credit Facility; and

SOFR Loans, Drawings or Documentary Credits, the Applicable Margin shall be the margin referred to in the column “SOFR Loans/BA Instruments/Documentary Credits” in Schedule 7 for the applicable Credit Facility;

with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule; and

with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their respective Affiliates (other than through liquidation, administration or other insolvency proceedings).

the per annum rate of interest which Bank of Montreal quotes or establishes for such day as the reference rate of interest for loans in U.S. Dollars in Canada to its Canadian borrowers;

the Federal Funds Rate plus 50 basis points per annum, adjusted automatically with each quoted or established change in such rate, all without the necessity of any notice to either of the Borrowers or any other Person; and

the Adjusted Term SOFR for an Interest Period of 1 month in effect on such day plus 50 basis points,

in respect of Canadian Dollars, such Borrower’s Canadian Dollar account in respect of the applicable Credit Facility; and

in respect of U.S. Dollars, such Borrower’s U.S. Dollar account in respect of the applicable Credit Facility;

a Base Rate (Canada) Advance, is also a day on which banks are not required or authorized to close in New York, New York; and

a SOFR Loan, is also a U.S. Government Securities Business Day.

the per annum rate of interest quoted or established as the “prime rate” of Bank of Montreal which it quotes or establishes for such day as the reference rate of interest in order to determine interest rates for commercial loans in Canadian Dollars in Canada to its Canadian borrowers; and

the one-month CDOR Rate on such day plus 75 basis points per annum, adjusted automatically with each quoted or established change in such rate, all without the necessity of any notice to either of the Borrowers;

bonds or other evidences of indebtedness, the principal and interest of which is payable or fully guaranteed by the government of Canada or any province or territory thereof, or the United States of America or any state thereof or the District of Columbia, or by any agency or instrumentality of any of the foregoing backed by the full faith and credit of Canada or any such province or territory or of the United States of America or any such state or the District of Columbia, payable in Canadian Dollars or United States Dollars and rated AAA or AA (or the then equivalent grade) and not rated a lower grade by DBRS, in the case of bonds or evidences of indebtedness of Canada or any province or territory thereof or agency or institution of Canada or any such province or territory, and S&P, in the case of bonds or evidences of indebtedness of the United States of America or any state thereof or any agency or instrumentality of the United States of America or any state thereof;

deposits or certificates of deposit issued or guaranteed by a bank, trust company or savings and loan association organized under the laws of Canada or any province or territory thereof and rated P-1 (or the then equivalent grade) or better by ▇▇▇▇▇’▇ or issued or guaranteed by a bank or trust company organized under the laws of the United States of America or any state thereof or of the District of Columbia, having capital, surplus and undivided profits in excess of U.S. $500,000,000;

commercial paper rated A-1 (or the then equivalent grade) or better by S&P, P-1 (or the then equivalent grade) or better by ▇▇▇▇▇’▇ or rated R-1 low (or the then equivalent grade) or better by DBRS, and not rated a lower grade by any of such firms, and having a maturity not in excess of one year from the date of acquisition thereof;

repurchase obligations with a term of not more than seven (7) days for underlying securities of the types described in clause (a) above entered into with any bank, trust company or savings and loan association meeting the qualifications specified in clause (b) above; and

investments in money market funds which invest substantially all their assets in securities of the types described in any of clauses (a) to (d) above, excluding any securities which a Canadian chartered bank is prohibited from holding as security under the Bank Act (Canada).

with respect to Bankers’ Acceptances having a CDOR Standard Interest Period which are required to be accepted and purchased on a Business Day by a Schedule I Lender, the annual rate of interest which is the rate determined as being the arithmetic average of the quotations of all institutions listed in respect of the rate applicable to Canadian Dollar bankers’ acceptances for the relevant period displayed and identified as such on the CDOR Page as at approximately 10:15 a.m. (Toronto time) on such day, or if such day is not a Business Day, then on the immediately preceding Business Day (as adjusted by the Administrative Agent in good faith after 10:15 a.m. (Toronto time) to reflect any error in a posted rate of interest or in the posted average annual rate of interest); provided, however, if such a rate does not appear on such CDOR Page as contemplated, then the CDOR Rate, on any day, shall be the discount rate quoted by the Administrative Agent (determined as of 10:15 a.m. (Toronto time)) on such day and agreed to by the relevant Borrower (acting reasonably) which would be applicable in respect of a drawdown of Bankers’ Acceptances for the relevant period; and

with respect to Bankers’ Acceptances having a CDOR Non-Standard Interest Period which are required to be accepted and purchased on a Business Day by a Lender, the CDOR Interpolated Rate.

consolidated shareholders’ equity appearing on the consolidated balance sheet of the Covenantor at that time;

minority shareholders’ interests in subsidiary companies appearing on that consolidated balance sheet; and

Convertible Debt;

an initial final maturity or due date in respect of repayment of principal extending beyond the latest Maturity Date of any Lender in effect at the time such debentures or notes are created, incurred or assumed;

no scheduled or mandatory payment or repurchase of principal thereunder (other than acceleration following an event of default in regard thereto or payment which can be satisfied by the delivery of common shares of the Covenantor as contemplated in paragraph (f) of this definition) prior to the latest Maturity Date of any Lender under this Agreement in effect at the time such debentures or notes are created, incurred or assumed;

upon and during the continuance of a Default, an Event of Default or acceleration of the time for repayment of any amounts outstanding which has not been rescinded, (i) all amounts payable in respect of principal, premium (if any) or interest under such debentures or notes (including, for certainty, any guarantees provided in respect thereof) are subordinate and junior in right of payment to all such outstanding amounts and fees, interest and other amounts payable under the Credit Facilities and (ii) no enforcement steps or enforcement proceedings may be commenced in respect of such debentures or notes;

upon distribution of the assets of the Covenantor, CPRC or any guarantor of the debentures or notes, as applicable, on any dissolution, winding up, total liquidation or reorganization of the Covenantor, CPRC or any such guarantor, as applicable (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of such person, or otherwise), all outstanding amounts and fees, interest and other amounts payable under the Credit Facilities shall first be paid in full, or provisions made for such payment, before any payment is made on account of principal, premium (if any) or interest payable in regard to such debentures or notes;

the occurrence of a Default or Event of Default hereunder or the acceleration of the time for repayment of any of the outstanding amounts and fees, interest and other amounts payable under the Credit Facilities or enforcement of the rights and remedies of the Administrative Agent and the Lenders under or any of the Credit Documents shall not in and of themselves:

cause a default or event of default (with the passage of time or otherwise) under such debentures or notes or the indenture governing the same; or

cause or permit the obligations under such debentures or notes to be due and payable prior to the stated maturity thereof; and

payments of interest or principal due and payable under such debentures or notes can be satisfied, at the option of the Covenantor or CPRC, as applicable, by delivering common shares of the Covenantor in accordance with the indenture or agreement governing such debentures or notes (whether such common shares are received by the holders of such debentures or notes as payment or are sold by a trustee or representative under such indenture or agreement to provide cash for payment to holders of such debentures or notes).

the credit facility (the “5 Year Facility”) made available hereunder by the 5 Year Lenders by way of 5 Year Accommodations and represented by each 5 Year ▇▇▇▇▇▇’s 5 Year Commitment;

the credit facility (the “2 Year Facility”) made available hereunder by the 2 Year Lenders by way of 2 Year Accommodations and represented by each 2 Year ▇▇▇▇▇▇’s 2 Year Commitment; and

the credit facility (the “5 Year Swingline Facility”) made available hereunder by the 5 Year Swingline Lenders by way of Swingline Accommodations and represented by each 5 Year Swingline Lender’s Swingline Commitment;

obligations secured by any Liens existing on property owned by such Person subject to such Liens whether or not the obligations secured thereby shall have been assumed; and

the maximum amount outstanding at any time of guarantees and other contingent obligations for the payment of money of such Person in respect of, or any obligation to purchase or otherwise acquire or service, obligations for the payment of money of any other Person.

that has failed to fund any payment or its portion of any Accommodations required to be made by it hereunder (unless such ▇▇▇▇▇▇ notifies the Administrative Agent and the Borrowers in writing that such failure is the result of such ▇▇▇▇▇▇’s good faith determination that a condition precedent

to funding (specifically identified and including the particular failure) has not been satisfied) or to purchase any participation required to be purchased by it hereunder and under the other Credit Documents, in each case within two (2) Business Days after the date that such funding was required hereunder;

that has notified the Borrowers, the Administrative Agent or any Lender (verbally or in writing) that it does not intend to or is unable to comply with any of its funding obligations under this Agreement (unless such notification relates to such ▇▇▇▇▇▇’s obligation to fund an Accommodation hereunder and indicates such position is based on such ▇▇▇▇▇▇’s good faith determination that a condition precedent (specifically identified and including particular defaults (if any) to funding an Accommodation has not been satisfied)) or has made a public statement to that effect or to the effect that it does not intend to or is unable to fund advances generally under credit arrangements to which it is a party;

that has failed, within three (3) Business Days after written request by the Administrative Agent or the Borrowers, to confirm in writing to the Administrative Agent and the Borrowers that it will comply with the terms of this Agreement relating to its obligations to fund prospective Accommodations (for certainty, unless and until such Lender has provided such written confirmation);

that has otherwise failed to pay over to the Borrowers, the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three (3) Business Days of the date when due, unless the subject of a good faith dispute;

in respect of which a Lender Insolvency Event or a Lender Distress Event has occurred in respect of such Lender or its Lender Parent;

that is generally in default of its obligations under other existing credit or loan documentation under which it has commitments to extend credit; or

that becomes the subject of a Bail-In Action.

a bill of exchange, within the meaning of the Bills of Exchange Act (Canada), drawn by a Borrower on a Lender and bearing such distinguishing letters and numbers as the Lender may determine, but which at such time has not been completed as to the payee by the Lender; or

a depository bill within the meaning of the Depository Bills and Notes Act (Canada).

the creation and purchase of Bankers’ Acceptances by a Lender pursuant to Article 4; or

the purchase of completed Drafts by a Lender pursuant to Article 4.

a fraction, the numerator of which is the number of days, inclusive of the first day and exclusive of the last day, in the term to maturity of such Bankers’ Acceptance or Draft, and the denominator of which is 365; and

the aggregate Face Amount of the Bankers’ Acceptance or Draft.

the result (rounded to the nearest whole cent, with one-half of one cent being rounded up) obtained by dividing the aggregate Face Amount of the Bankers’ Acceptances or Drafts by the sum of one plus the product of (x) the Reference Discount Rate multiplied by (y) a fraction, the numerator of which is the number of days, inclusive of the first day and exclusive of the last day, in the term to maturity of the Bankers’ Acceptances or Drafts and the denominator of which is 365; and

the applicable aggregate Drawing Fee.

consolidated net income before (to the extent included in determining consolidated net income of the Covenantor):

unrealized gains or losses from financial derivatives, non-cash pension income or expense, foreign-exchange translation gains or losses on U.S. Dollar denominated debt, and all other non-cash expenses including non-cash compensation expense, depreciation, amortization and accretion expense;

extraordinary items and gains or losses from dispositions of assets;

accrued expenses for third-party and environmental liabilities up to the aggregate amount of valid insurance coverage held by the Covenantor, plus any equity raised by the Covenantor to fund such expenses; and

the amount of any insurance proceeds applied to the expenses listed in (iii) above and recorded as income in accordance with GAAP, and

to the extent deducted in determining net income of the Covenantor (i) all interest expense (including all capitalized interest, commissions, discounts and other fees and charges) plus the portion of rent expense of the Covenantor under Capitalized Lease Obligations that is treated as interest in accordance with GAAP, and (ii) the amount of taxes, based on or measured by income in accordance with GAAP.

in respect of a BA Instrument, the amount payable to the holder on its maturity; and

in respect of a Documentary Credit, the maximum amount which the Documentary Credit Lender is contingently liable to pay the Beneficiary.

long term Debt for Borrowed Money, including any current portion thereof and consolidated debenture stock;

bank Debt for Borrowed Money;

commercial paper for Borrowed Money;

the value of leases which have been, in accordance with GAAP, recorded as Capitalized Lease Obligations; and

the maximum amount which may be outstanding at any time of guarantees of Debt of the type referred to in items (a) to (d) of this definition of Funded Debt of any Person which is not otherwise reflected in the Covenantor’s consolidated accounts.

any multinational, federal, provincial, state, municipal, local or other government, governmental or public department, central bank, court, commission, board, bureau, agency or instrumentality, domestic or foreign;

any subdivision or authority of any of the foregoing; or

any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above.

is of a “going concern” or similar nature;

relates to any limited scope of examination of material matters relevant to such financial statement, if such limitation results from the refusal or failure of the Person to grant access to necessary information therefor; or

relates to the treatment or classification of any item in such financial statement and which, as a condition to its removal, would require an adjustment to such item the effect of which could reasonably be expected to have a Material Adverse Effect.

the net book amount of all assets which would be treated as intangibles under GAAP; and

prepaid pension costs.

in respect of each SOFR Loan, a period of 1, 3 or 6 months, as selected by the applicable Borrower, or such other period as may be agreed to by the applicable Borrower and all of the applicable Lenders, acting reasonably (in each case, subject to the market availability thereof), with respect to such SOFR Loan;

in respect of each Bankers’ Acceptance, a period of 1, 2 or 3 months, as selected by the applicable Borrower, or such other period as may be agreed to by the applicable Borrower and the applicable Lenders, acting reasonably (in each case, subject to the market availability thereof), with respect to such Bankers’ Acceptance; and

after the Benchmark Replacement Date has occurred with respect to the CDOR Reference Rate, in respect of each CAD Benchmark Loan, a period of 1 or 3 months, as selected by the applicable Borrower, or such other period as may be agreed to by the applicable Borrower and the applicable Lenders, acting reasonably (in each case, subject to the market availability thereof), with respect to such CAD Benchmark Loan,

is dissolved (other than pursuant to a consolidation, amalgamation or merger);

becomes insolvent, is deemed insolvent by applicable Law or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;

makes a general assignment, arrangement or composition with or for the benefit of its creditors;

(d)

institutes, or has instituted against it by a regulator, supervisor or any similar governmental authority with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organization or the jurisdiction of its head or home office, (A) a proceeding pursuant to which such governmental authority takes control of such Lender’s or Lender Parent’s assets, (B) a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy, insolvency or winding-up law or other similar law affecting creditors’ rights, or (C) a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar governmental authority; or

has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy, insolvency or winding-up law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and such proceeding or petition is instituted or presented by a person or entity not described in clause (i) above and either:

results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or

is not dismissed, discharged, stayed or restrained in each case within 15 days of the institution or presentation thereof;

has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or a substantial portion of all of its assets;

has a secured party take possession of all or a substantial portion of all of its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case, within fifteen (15) days thereafter;

causes or is subject to any event with respect to it which, under the applicable Law of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (g) above, inclusive; or

takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing.

the 5 Year Maturity Date; and

the 2 Year Maturity Date.

the property or assets acquired, developed, constructed, exploited, improved or operated and in respect of which such Debt has been incurred;

any and all facilities relating to such other property or assets and forming an integral and direct part of the same project, venture or other arrangement of which such property or assets forms an integral and direct part, whether or not such facilities are in whole or in part located (or from time to time located) at or on any such property; and

the receivables, inventory, equipment, chattel payables, contracts, intangibles and other assets, rights or collateral directly connected with such property or assets and the proceeds thereof;

any requirement for the expiry of any period of time before the right may be exercised (unless the Person may be required to repay, convert or satisfy such obligations prior to the expiry of such period of time); and

with respect only to shares of any class which are traded on a recognized stock exchange issuable upon the exercise of such right, any requirement that such shares be listed, posted and freely tradeable on a recognized stock exchange, provided that (x) at the time such obligations are created or incurred and for such time as they remain outstanding, all issued and outstanding shares of such class are listed, posted and freely tradeable on a recognized stock exchange, and (y) such additional shares are (or upon issuance could reasonably be expected to be) so listed, posted and freely tradeable.

Dispositions of Assets to the Covenantor, a Borrower or any Designated Subsidiary;

Dispositions of Assets which are obsolete, redundant or of no material economic value;

Dispositions of inventory in the ordinary course of business; and

provided no Default or Event of Default has occurred and is continuing, Dispositions of Assets which would not reasonably be expected to have a Material Adverse Effect.

any Lien given in the ordinary course of business in respect of Debt which is payable on demand or which matures by its terms on a date not more than twelve months after the date of the original creation thereof; or

any Lien on any property, real or personal, acquired (including by way of lease), constructed or improved by the Person to secure the unpaid portion of the purchase price (or the lease payments, as the case may be), of such property or to secure Debt incurred solely for the purpose of financing the acquisition (including by way of lease), construction or improvement of such property; or

Liens existing on property, real or personal, acquired by the Person after December 14, 2007, whether or not assumed by the Person; or

Liens on rolling stock or other railway equipment of the Person given by it relative to or in connection with:

the issue and sale of certificates, evidences of indebtedness or similar instruments issued by an equipment trust or similar special purpose vehicle;

Sale Leaseback Transactions; or

other asset-specific financings of such equipment where the principal amount of the financing provided to the Person does not exceed the fair market value of the equipment being financed at the time of the transaction together with the costs associated with such financing; or

Liens existing on any of the assets or properties of the Person on December 14, 2007, including any of the outstanding perpetual 4 per cent consolidated debenture stock of CPRC, whether issued, pledged or vested in trust created thereby or outstanding thereon; or

Liens existing on any of the assets or properties of another Person at the time when such Person enters into an amalgamation, merger, consolidation, arrangement or corporate reorganization with such other Person; or

Liens on cash or marketable securities of the Person granted in favour of any exchange recognized for the purposes of the Securities Act (Alberta) pursuant to the normal requirements of such exchange; or

Liens on property in favour of any country or any province or any state or any municipality or any utility or any court, or any department, agency or instrumentality thereof, to secure partial, progress, advance or other payments or the performance of any covenant or obligation to or in favour of such authority by such Person or any subsidiary thereof pursuant to the provisions of any contract, statute, regulation or order or in connection with surety or appeal bond or costs of litigation; or

easements, rights of way, servitudes, licences or other similar rights in land including rights of way and servitudes for railways, sewers, drains, pipelines, gas and water mains, electric light, power, telephone, telegraph or cable television conduits, poles, wires and cable, other utilities and other similar purposes or planning, building, zoning, use and other restrictions; or

reservations, limitations, provisos and conditions, if any, expressed in or affecting any grant of real or immovable property or any interest therein or the right reserved to or vested in any governmental or other public authority by the terms of any lease, licence, franchise, grant or permit or by any statutory provision to terminate the same or to require annual or other periodic payments or minimum work expenditures or commitments or minimum production amounts as a condition of the continuance of a lease or similar instrument; or

defects or irregularities of title which are of a minor nature and will not in the aggregate impair in any material way the value or utility of the property subject thereto; or

Liens incidental to construction or current operations including Liens created by workers’ compensation, unemployment insurance and other social security legislation, or any mechanics’, materialmens’, construction, warehousemans’, carriers’, possessory or other similar Liens; or

Liens arising by the terms of any statutory provision to secure the payment of taxes, levies or assessments in respect of such property; or

Liens of any judgment rendered or claim filed against the owner of any property; or

any Lien given, assumed or arising by operation of law to secure indebtedness incurred by the obligor to pay the whole or any part of the consideration for the acquisition of property or the improvement thereof where such indebtedness is incurred prior to, or at the time of, or within 360 days after, the acquisition of the property by the obligor, but only if the principal amount of such Lien:

is not in excess of the cost to the obligor of such property; and

is secured only by such property and the proceeds thereof; and any Liens, not related to the borrowing of money, incurred or arising by operation of law or in the ordinary course of business or incidental to the ownership of property; or

undetermined or inchoate liens, privileges, preferences and charges incidental to current operations which have not at such time been filed pursuant to law against such Person’s property or assets or which relate to obligations not due or delinquent; or

any Lien or any right of distress reserved in or exercisable under any lease for rent and for compliance with the terms of such lease; or

any order or direction against or affecting any property made by any government, governmental body or court under the provisions of any Law; or

Liens in respect of Non-Recourse Debt; or

any Lien with the prior written consent of the Majority Lenders; or

any Lien arising pursuant to or in connection with a Bilateral LC Agreement; or

an extension, renewal or replacement of any Lien permitted under paragraphs (a) to (u) and paragraph (w) hereof, provided that any such extension, renewal or replacement Lien will not secure repayment of an amount in excess of any principal amount of indebtedness outstanding with respect thereto immediately prior to such extension, renewal or replacement and that such extension, renewal or replacement is limited to all or a part of the property which was subject to the Lien so extended, renewed or replaced; or

Liens to the extent not already permitted by paragraphs (a) to (v) above, provided that Liens shall not be permitted under this paragraph (w) if the effect thereof would be to cause the total amount of Debt for Borrowed Money of the Covenantor, the Borrowers and the Designated Subsidiaries secured by Liens permitted under this paragraph (w) to exceed 15% of Consolidated Equity.

a Schedule I Lender, the applicable CDOR Rate; or

by any other Lender, the lesser of (y) the arithmetic average of the discount rates (calculated on an annual basis and rounded to the nearest one-hundredth of 1%, with five-thousandths of 1% being rounded up) quoted by each BA Reference Lender at approximately 10:00 a.m. (Toronto time) as the discount rate at which the BA Reference Lender would purchase, on the relevant Drawing Date, its own Bankers’ Acceptances or Drafts having an aggregate Face Amount equal to and with a term to maturity equal or comparable to the Bankers’ Acceptances or Drafts to be acquired pursuant to item (a), and (z) the sum of (A) the applicable CDOR Rate plus (B) 0.10%.

with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule; and

with respect to the United Kingdom, any powers of the applicable UK Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

Interpretation not Affected by Headings, etc.

Currency

Terms Generally

any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements, restatements or modifications set forth herein);

any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns;

the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof;

unless otherwise expressly stated, all references to Articles, Sections and Schedules shall be construed to refer to Articles and Sections of, and Schedules to this Agreement;

any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time; and

the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

GAAP and Changes Thereto

All financial statements required to be furnished by the Covenantor or a Borrower to the Administrative Agent hereunder shall be prepared in accordance with GAAP. Each accounting term used in this Agreement, unless otherwise defined herein, has the meaning assigned to it under applicable GAAP and, except as otherwise provided herein, reference to any financial statement item means such item as computed from the applicable financial statement prepared in accordance with applicable GAAP.

If the Covenantor, the Administrative Agent or the Majority Lenders determine at any time that any amount required to be determined hereunder would be materially different if such amount were determined in accordance with:

GAAP applied by the Covenantor or a Borrower in respect of its financial statements on the date hereof (“Old GAAP”), rather than

GAAP subsequently in effect in the United States or Canada, as applicable, and applied by the Covenantor or a Borrower in respect of its financial statements and utilized for purposes of determining such amount,

If the Covenantor or a Borrower adopts a change in an accounting policy in the preparation of its financial statements in order to conform to accounting recommendations, guidelines, or similar pronouncements, or legislative requirements, and such change would require disclosure thereof under Old GAAP, or could reasonably be expected to adversely affect (i) the rights of, or the protections afforded to, the Administrative Agent or the Lenders hereunder or (ii) the position of the Covenantor or the applicable Borrower or of the Administrative Agent or the Lenders hereunder, the Borrowers shall so notify the Administrative Agent, describing the nature of the change and its effect on the current and immediately prior year’s financial statements in accordance with Old GAAP and in detail sufficient for the Administrative Agent and the Lenders to make the determination required of them in the following sentence. If any of the Covenantor, the Administrative Agent or the Majority Lenders determine at any time that such change in accounting policy results in an adverse change either (A) in the rights of, or protections afforded to, the Administrative Agent or the Lenders intended to be derived, or provided for, hereunder or (B) in the position of the Covenantor or the applicable Borrower or of the Administrative Agent and the Lenders hereunder, written notice of such determination shall be delivered by the Borrowers to the Administrative Agent, in the case of a determination by the Borrowers, or by the Administrative Agent to the Borrowers, in the case of a determination by the Administrative Agent or the Majority Lenders.

Upon the delivery of a written notice pursuant to either Section 1.5(b) or 1.5(c), the Covenantor and the Administrative Agent on behalf of the Lenders shall meet to consider the impact of such change in Old GAAP or such change in accounting policy (in each case, an “Accounting Change”), as the case may be, on the rights of, or protections afforded to, the Administrative Agent and the Lenders or on the position of the Covenantor or the applicable Borrower or of the Administrative Agent and the Lenders and shall in good faith negotiate to execute and deliver an amendment or amendments to this Agreement in order to preserve and protect the intended rights of, or protections afforded to, the Administrative Agent and the Lenders on the date hereof or the position of the Covenantor or the applicable Borrower or the Administrative Agent and the Lenders (as the case may be); provided that, until this Agreement has been amended in accordance with the foregoing, then for all purposes hereof, the Accounting Change shall be disregarded hereunder and any amount required to be determined hereunder shall, nevertheless, continue to be determined under Old GAAP and the Covenantor or the applicable Borrower’s prior accounting policy, as applicable. For the purposes of this Section 1.5, the Covenantor and the Borrowers, the Lenders and the Administrative Agent acknowledge that the amendment or amendments to this Agreement are to provide substantially the same rights and protection to the Covenantor, the Borrowers, the Administrative Agent and the Lenders as is intended by this Agreement on the date hereof. If the Covenantor and the Administrative Agent on behalf of the Majority Lenders do not mutually agree on such amendment or amendments to this Agreement within sixty (60) days (or such longer period as may be acceptable to the Administrative Agent, acting reasonably) following the date of delivery of such written notice, the Covenantor or the applicable Borrower shall continue to either provide financial statements in accordance with Old GAAP or such financial information as the Administrative Agent on behalf of the Majority Lenders may reasonably require in order for any amount required to be determined hereunder to be determined in accordance with Old GAAP and

the Covenantor or the applicable Borrower’s prior accounting policy and, for all purposes hereof, the applicable changes from Old GAAP or in accounting policy (as the case may be) shall be disregarded hereunder and any amount required to be determined hereunder shall, nevertheless, continue to be determined under Old GAAP and the Covenantor or the applicable Borrower’s prior accounting policy, as applicable.

If a Compliance Certificate is delivered in respect of a Financial Quarter or Financial Year in which an Accounting Change is implemented without giving effect to any revised method of calculating the Financial Covenant, and subsequently, as provided above, the method of calculating the Financial Covenant is revised in response to such Accounting Change, or the amounts to be determined pursuant to the Financial Covenant are to be determined without giving effect to such Accounting Change, the Covenantor shall deliver a revised Compliance Certificate. Any Event of Default arising as a result of the Accounting Change and which is cured by this Section 1.5(e) shall be deemed to be of no effect ab initio.

Non-Business Days

Rateable Portion of Accommodations

Interest Rates; Benchmark Notification

The interest rate on a Borrowing may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event in respect of any Benchmark, Sections 3.4 and 3.5 provide a mechanism for determining an alternative rate of interest. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to (a) the

continuation of, the administration of, submission of, calculation of, performance of or any other matter related to any interest rate used in this Agreement (including Canadian Prime Rate, CDOR Reference Rate, CDOR Rate, Base Rate (Canada), SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Term ▇▇▇▇▇ or Daily Compounded ▇▇▇▇▇) or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative or successor rate thereto, or replacement rate thereof (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, Canadian Prime Rate, CDOR Reference Rate, CDOR Rate, Base Rate (Canada), SOFR, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Term ▇▇▇▇▇ or Daily Compounded ▇▇▇▇▇ or any other Benchmark (or any component thereof) prior to its discontinuance or unavailability or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its Affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate (or component thereof) used in this Agreement or any alternative, successor or replacement rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrowers. The Administrative Agent may select information sources or services in its discretion, acting reasonably, to ascertain any interest rate used in this Agreement, any component thereof, or rates referred to in the definition thereof, in each case pursuant to and in accordance with the terms of this Agreement, and shall have no liability to any Borrower, any Lender or any other Person for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Incorporation of Schedules

Restatement of Existing Credit Agreement

Availability

Each Lender under each Credit Facility in which such Lender has a Lender Commitment, severally agrees, in accordance with the terms and conditions of this Agreement, to make available to the Borrowers its rateable portion of Accommodations (other than Fronted Documentary Credits and Swingline Advances) under each such Credit Facility up to the amount of its Lender’s Commitment under each such Credit Facility. Each 5 Year Fronting Documentary Credit Lender severally agrees, on the terms and conditions of this Agreement, to make Fronted Documentary Credits available to the Borrowers up to the amount of its 5 Year Fronting Documentary Credit Commitment, subject to the 5 Year Documentary Credit Commitment. Each 5 Year Lender severally agrees, in accordance with the terms and conditions of this Agreement, to make 5 Year Accommodations available to the Borrowers by way of issuance of Non-Fronted Documentary Credits by the Administrative Agent, as attorney for the 5 Year Lenders up to the amount of the 5 Year Documentary Credit Commitment after taking into account the Equivalent U.S. $ Amount of all then outstanding Fronted Documentary Credits. Each 5 Year Swingline Lender agrees, in accordance with the terms and conditions of this Agreement, to make Swingline Advances available to the Borrowers up to the amount of its 5 Year Swingline Commitment.

Accommodations shall be made available as:

Advances pursuant to Article 3 under each Credit Facility;

Bankers’ Acceptances or Drafts pursuant to Article 4 under each Credit Facility; and

Documentary Credits pursuant to Article 5 under the 5 Year Facility only,

The Administrative Agent shall give each applicable Lender prompt notice of any:

Accommodation Notice received from a Borrower and of each applicable Lender’s rateable portion of any Accommodation (including Swingline Advances pursuant to 3.2(b)(i)); and

other applicable notices received by it from a Borrower or the Covenantor under the Agreement.

The Covenantor shall be entitled from time to time and provided no Default or Event of Default has occurred and is continuing to designate a direct or indirect wholly-owned Subsidiary which is domiciled in Canada (or a province or territory thereof) and which is not a non-resident of Canada for the purposes of the Income Tax Act (Canada) (a “New Borrower”) of the Covenantor to become a Borrower hereunder by providing a written notice thereof to the Administrative Agent and the Lenders together with:

an agreement in writing made by such New Borrower in favour of the Administrative Agent and the Lenders agreeing to be bound, as a Borrower, by this Agreement and the other Credit Documents to which each Borrower is a party and certifying that the representations and warranties made in Section 7.1 are true and correct in respect of the New Borrower;

written confirmation from the Covenantor that its obligations under its Guarantee of the obligations of the Borrowers hereunder extends to the obligations of the New Borrower hereunder and under the other Credit Documents to which it is a party;

written confirmation from the other Borrowers that their joint and several liability for the obligations of each other and the New Borrower continues unaffected and extends to the obligations of the New Borrower hereunder and under the other Credit Documents to which it is a party;

all information and evidence as the Lenders require pursuant to Section 12.17 in respect of the New Borrower and all other “know your client” information required by the Lenders, acting reasonably; and

such customary legal opinions and evidence of corporate existence and due authorization together with such other matters delivered in respect of the existing Borrowers under Section 6.1 as the Administrative Agent may reasonably require.

Commitment Limits

The Accommodations Outstanding:

from all Lenders under a Credit Facility shall not at any time exceed the Commitment of the Lenders under such Credit Facility;

from each Lender under a Credit Facility shall not at any time exceed such ▇▇▇▇▇▇’s Commitment under such Credit Facility;

under the 5 Year Facility and consisting of Documentary Credits from all 5 Year Lenders shall not at any time exceed the 5 Year Documentary Credit Commitment;

under the 5 Year Facility and consisting of Fronted Documentary Credits from each 5 Year Fronting Documentary Credit Lender shall not at any time exceed such 5 Year Lender’s 5 Year Fronting Documentary Credit Commitment; and

from each 5 Year Swingline Lender shall not at any time exceed its 5 Year Swingline Commitment and the aggregate 5 Year Swingline Commitments shall not exceed the Swingline Commitment.

The 5 Year Facility is a revolving credit facility and prior to the 5 Year Maturity Date of each 5 Year Lender, the Borrowers may increase or decrease Accommodations Outstanding under the 5 Year Facility from each such Lender by obtaining Accommodations under the 5 Year Facility and by making repayments in respect thereof.

The 2 Year Facility is a revolving credit facility and prior to the 2 Year Maturity Date of each 2 Year Lender, the Borrowers may increase or decrease Accommodations Outstanding under the 2 Year Facility from each such Lender by obtaining Accommodations under the 2 Year Facility and by making repayments in respect thereof.

The Covenantor may at any time and from time to time in respect of either Credit Facility or both Credit Facilities add additional financial institutions hereunder as Lenders or, with the consent of the applicable Lender, increase the Lender’s Commitment of a Lender under a Credit Facility and thereby increase the total Commitment under a Credit Facility, provided that at the time of any such addition:

no Default or Event of Default has occurred and is continuing;

the aggregate total Commitment under the Credit Facilities does not increase by more than U.S. $1,000,000,000 and the increase under each applicable Credit Facility is at least U.S. $25,000,000 and in multiples of U.S. $5,000,000 thereafter;

the Administrative Agent and, in the case of the 5 Year Facility only, each 5 Year Swingline Lender and each 5 Year Fronting Documentary Credit Lender, has consented either to such financial institution becoming a Lender or, if it is already a Lender, to the increase in its Lender’s Commitment under the applicable Credit Facility, such consent not to be unreasonably withheld or delayed;

concurrently with the addition of a financial institution as an additional Lender under a Credit Facility or the increase of the Lender’s Commitment of a Lender under a Credit Facility, such financial institution or Lender, as the case may be, shall purchase from each Lender under such Credit Facility such portion of the Accommodations Outstanding of each Lender under the applicable Credit Facility as is necessary to ensure that all Accommodations Outstanding of all Lenders under the applicable Credit Facility, and including therein such additional financial institution, are in accordance with the rateable share of all such Lenders under the applicable Credit Facility (including the new financial institution) and such financial institution shall execute such documentation as is required by the Administrative Agent, acting reasonably, to novate such financial institution as a Lender hereunder;

the Covenantor and each Designated Subsidiary which has provided a Designated Subsidiary Guarantee, as applicable, has ratified and confirmed the Guarantee and the applicable Designated Subsidiary Guarantee, respectively, in respect of the Credit Facility as so increased; and

the Covenantor has provided to the Administrative Agent a certified copy of a directors’ resolution of the Covenantor and each Borrower authorizing any such increase in the Commitment (which may be the original directors’ resolution authorizing the Credit Facilities) together with such other documents and legal opinions with respect thereto in substantially the same form as the documents and legal opinion in respect of the Covenantor and Borrowers delivered in connection with the initial closing of the Credit Facilities.

Use of Proceeds

Mandatory Repayments and Reductions of Commitments

The Borrowers shall repay (subject as otherwise provided in this Agreement) their respective Accommodations Outstanding to each Lender under each Credit Facility (and the Lender’s Commitment under each Credit Facility of such Lender shall be permanently cancelled) on the Maturity Date of such Lender under each such Credit Facility, together with all accrued interest and Fees and all other amounts payable to such Lender in connection with each such Credit Facility. On each applicable Maturity Date under the 5 Year Facility:

unless otherwise agreed to by the Administrative Agent, the applicable Borrower shall either deliver to the Administrative Agent (or cause to be delivered to the Administrative Agent) the original of each Non-Fronted Documentary Credit issued by the Administrative Agent as attorney-in-fact for and on behalf of each 5 Year Lender whose Maturity Date under the 5 Year Facility has occurred or comply fully with Section 5.11 in respect thereof; and

unless otherwise agreed to by the applicable 5 Year Fronting Documentary Credit Lender, the applicable Borrower shall either deliver to such 5 Year Fronting Documentary Credit Lender (or cause to be delivered to such 5 Year Fronting Documentary Credit Lender) the original of each Fronted Documentary Credit issued by such 5 Year Fronting Documentary Credit Lender or comply fully with Section 5.11 in respect thereof with respect to each 5 Year Lender whose Maturity Date under the 5 Year Facility has occurred.

Notwithstanding the Guarantee or any Designated Subsidiary Guarantee but without in any way limiting the Guarantee or any Designated Subsidiary Guarantee, each Borrower agrees that it shall be liable, on a joint and several basis, with each other Borrower for the Accommodations Outstanding and all interest, Fees and other amounts payable by each Borrower to each Lender in connection with the Credit Facilities without any further action or demand being required by the Administrative Agent or the Lenders to give effect to such joint and several liability and regardless of any dealings between the applicable Borrower and the Lenders and the Administrative Agent hereunder or under the other Credit Documents.

Adjustment for Currency Fluctuations

make an adjusting payment by repaying Floating Rate Advances outstanding under such Credit Facility in an amount equal to such Excess; or

if there are no Floating Rate Advances outstanding under such Credit Facility in an amount equal to or greater than such Excess, make an adjusting payment by either:

repaying SOFR Loans and Drawings under such Credit Facility, as determined by the applicable Borrower; or

providing the Administrative Agent with cash or Cash Equivalents as collateral;

Optional Reductions of Commitments or Prepayments

Extension of 5 Year Facility

The Borrowers may, from time to time, request an extension from each Lender (including any then 5 Year Non-Extending Lender) (each, a “Requested 5 Year Lender”) of the then current 5 Year Maturity Date of each such Requested 5 Year Lender (each, a “Current 5 Year Maturity Date” and the requested 5 Year Maturity Date being the “New 5 Year Maturity Date”) by sending to the Administrative Agent at the Administrative Agent’s Branch of Account a Request for Extension no more than once in each fiscal year and the Administrative Agent shall forthwith notify the Requested 5 Year Lenders of such request. Any such request must provide that the New 5 Year Maturity Date of all Requested 5 Year Lenders be the same and that the New 5 Year Maturity Date not exceed five years (or such longer term as may be acceptable to all of the Extending 5 Year Lenders) from the 5 Year Extension Date. Each Requested 5 Year Lender shall advise the Administrative Agent as to whether it agrees with such request within thirty (30) days of being so notified, provided that, in the event such Requested 5 Year Lender does not so advise the Administrative Agent within such thirty (30) day period, such Requested 5 Year Lender shall be deemed to have advised the Administrative Agent that it does not agree with such request, and the Administrative Agent shall forthwith (and, in any event, within two (2) Business Days of the Administrative Agent having received from all Requested 5 Year Lenders their decision or deemed decision with regard to the Request for the Extension) advise the Borrowers of the Requested 5 Year Lenders that have agreed to extend the Current 5 Year Maturity Date (such date being the “5 Year Extension Date”).

Subject to Section 2.7(c), if a Requested 5 Year Lender does not agree to extend the Current 5 Year Maturity Date applicable to it (such Lender being a “Non-Extending 5 Year Lender” and any Requested 5 Year Lender agreeing to extend the Current 5 Year Maturity Date applicable to it being an “Extending 5 Year Lender”) the Borrowers may, but are not obligated, to:

so long as there exists no Event of Default and subject to Section 12.6(c), repay all Accommodations Outstanding and other amounts owing hereunder to any Non-Extending 5 Year Lender under the 5 Year Facility at any time prior to the Current 5 Year Maturity Date of such Non-Extending 5 Year Lender and upon such payment any Non-Extending 5 Year Lender shall cease to be a 5 Year Lender and its 5 Year Commitment shall be terminated and the 5 Year Commitment reduced accordingly; or

arrange for a replacement lender (which may be one of the 5 Year Lenders) to replace each Non-Extending 5 Year Lender’s Accommodations Outstanding and its Lender Commitment under the 5 Year Facility; provided that any such replacement lender shall have been approved by the Administrative Agent (but only if it is not an existing 5 Year Lender) and by each applicable 5 Year Fronting Documentary Credit Lender and each applicable 5 Year Swingline Lender (including if it is an existing 5 Year Lender) (such approvals not to be unreasonably withheld or delayed) and shall be novated into the Credit Documents in the place and stead of the Non-Extending 5 Year Lender by execution of all necessary documentation at any time prior to the Current 5 Year Maturity Date of such Non-Extending 5 Year Lender and in respect of which the 5 Year Lenders shall do all things and make all such adjustments as are reasonably necessary to give effect to any such replacement.

The Current 5 Year Maturity Date shall not be extended in accordance with Section 2.7(a) if Requested 5 Year Lenders holding more than fifty percent (50%) of the 5 Year Commitments of all Requested 5 Year Lenders do not agree or are deemed not to agree to extend the Current 5 Year Maturity Date pursuant to any Request for Extension. In any such case, the Current 5 Year Maturity Date of each Requested 5 Year Lender shall not be extended, provided, however, the Borrowers shall be entitled to request further extensions of the 5 Year Maturity Date as provided for in Section 2.7(a), including, for certainty, from 5 Year Lenders which have previously refused or were deemed to have refused an extension.

If all Requested 5 Year Lenders agree to extend the Current 5 Year Maturity Date pursuant to a Request for Extension, then the Current 5 Year Maturity Date shall, effective on the 5 Year Extension Date, be extended to the New 5 Year Maturity Date.

If, with respect to any Request for Extension in respect of the Current 5 Year Maturity Date, the provisions of Section 2.7(c) or 2.7(d) are not applicable and there are Non-Extending 5 Year Lenders under Section 2.7(b), then:

the Current 5 Year Maturity Date for the Extending 5 Year Lenders shall, effective on the 5 Year Extension Date, be extended as provided for in the 5 Year Request for Extension; and

for those Non-Extending 5 Year Lenders, the Current 5 Year Maturity Date of all such 5 Year Lenders shall not be extended.

The Borrowers understand that consideration of any Request for Extension constitutes an independent credit decision which each Requested 5 Year Lender retains the absolute and unfettered discretion to make and that no commitment in this regard is hereby given by any Requested 5 Year Lender.

The extension of the Current 5 Year Maturity Date in respect of any Requested 5 Year ▇▇▇▇▇▇ is subject to the conditions precedent that:

the representations and warranties contained in Article 7 are true and correct as if they were made on the date of the request made by the Borrowers pursuant to Section 2.7(a), and each extension of the Current 5 Year Maturity Date shall be deemed to constitute a representation and warranty that on such date such representations and warranties are true and correct except as the Borrowers have previously disclosed to the Requested 5 Year Lenders in writing; and

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

The extension of the Current 5 Year Maturity Date of any 5 Year Lender that is a 5 Year Swingline Lender shall automatically extend the Current 5 Year Maturity Date in respect of the 5 Year Swingline Commitment of such 5 Year Lender. The extension of the Current 5 Year Maturity Date in respect of any Lender that is a 5 Year Fronting Documentary Credit Lender shall automatically extend the Current 5 Year Maturity Date in respect of the 5 Year Fronting Documentary Credit Commitment of such 5 Year Lender.

Extension of 2 Year Facility

The Borrowers may, from time to time, request an extension from each Lender (including any then Non-Extending 2 Year Lender) (each, a “Requested 2 Year Lender”) of the then current 2 Year Maturity Date of each such Requested 2 Year Lender (each, a “Current 2 Year Maturity Date” and the requested 2 Year Maturity Date being the “New 2 Year Maturity Date”) by sending to the Administrative Agent at the Administrative Agent’s Branch of Account a Request for Extension no more than once in each fiscal year and the Administrative Agent shall forthwith notify the Requested 2 Year Lenders of such request. Any such request must provide that the New 2 Year Maturity Date of all Requested 2 Year Lenders be the same and that the New 2 Year Maturity Date not exceed two years (or such longer term as may be acceptable to all of the Extending 2 Year Lenders) from the 2 Year Extension Date. Each Requested 2 Year Lender shall advise the Administrative Agent as to whether it agrees with such request within thirty (30) days of being so notified, provided that, in the event such Requested 2 Year Lender does not so advise the Administrative Agent within such thirty (30) day period, such Requested 2 Year Lender shall be deemed to have advised the Administrative Agent that it does not agree with such request, and the Administrative Agent shall forthwith (and, in any event, within two (2) Business Days of the Administrative Agent having received from all Requested 2 Year Lenders their decision or deemed decision with regard to the Request for the Extension) advise the Borrowers of the Requested 2 Year Lenders that have agreed to extend the Current 2 Year Maturity Date (such date being the “2 Year Extension Date”).

Subject to Section 2.8(c), if a Requested 2 Year Lender does not agree to extend the Current 2 Year Maturity Date applicable to it (such Lender being a “Non-Extending 2 Year Lender” and any Requested 2 Year Lender agreeing to extend the Current 2 Year Maturity Date applicable to it being an “Extending 2 Year Lender”) the Borrowers may, but are not obligated, to:

so long as there exists no Event of Default and subject to Section 12.6(c), repay all Accommodations Outstanding and other amounts owing hereunder to any Non-Extending 2 Year Lender under the 2 Year Facility at any time prior to the Current 2 Year Maturity Date of such Non-Extending 2 Year Lender and upon such payment any Non-Extending 2 Year Lender shall cease to be a 2 Year Lender and its 2 Year Commitment shall be terminated and the 2 Year Commitment reduced accordingly; or

arrange for a replacement lender (which may be one of the 2 Year Lenders) to replace each Non-Extending 2 Year Lender’s Accommodations Outstanding and its Lender Commitment under the 2 Year Facility; provided that any such replacement lender shall have been approved by the Administrative Agent (but only if it is not an existing 2 Year Lender) (such approval not to be unreasonably withheld or delayed) and shall be novated into the Credit Documents in the place and stead of the Non-Extending 2 Year Lender by execution of all necessary documentation at any time prior to the Current 2 Year Maturity Date of such Non-Extending 2 Year Lender and in respect of which the 2 Year Lenders shall do all things and make all such adjustments as are reasonably necessary to give effect to any such replacement.

The Current 2 Year Maturity Date shall not be extended in accordance with Section 2.8(a) if Requested 2 Year Lenders holding more than fifty percent (50%) of the 2 Year Commitments of all Requested 2 Year Lenders do not agree or are deemed not to agree to extend the Current 2 Year Maturity Date pursuant to any Request for Extension. In any such case, the Current 2 Year Maturity Date of each Requested 2 Year Lender shall not be extended, provided, however, the Borrowers shall be entitled to request further extensions of the 2 Year Maturity Date as provided for in Section 2.8(a), including, for certainty, from 2 Year Lenders which have previously refused or were deemed to have refused an extension.

If all Requested 2 Year Lenders agree to extend the Current 2 Year Maturity Date pursuant to a Request for Extension, then the Current 2 Year Maturity Date shall, effective on the 2 Year Extension Date, be extended to the New 2 Year Maturity Date.

If, with respect to any Request for Extension in respect of the Current 2 Year Maturity Date, the provisions of Section 2.8(c) or 2.8(d) are not applicable and there are Non-Extending 2 Year Lenders under Section 2.8(b), then:

the Current 2 Year Maturity Date for the Extending 2 Year Lenders shall, effective on the 2 Year Extension Date, be extended as provided for in the 2 Year Request for Extension; and

for those Non-Extending 2 Year Lenders, the Current 2 Year Maturity Date of all such 2 Year Lenders shall not be extended.

The Borrowers understand that consideration of any Request for Extension constitutes an independent credit decision which each Requested 2 Year Lender retains the absolute and unfettered discretion to make and that no commitment in this regard is hereby given by any Requested 2 Year Lender.

The extension of the Current 2 Year Maturity Date in respect of any Requested 2 Year Lender is subject to the conditions precedent that:

the representations and warranties contained in Article 7 are true and correct as if they were made on the date of the request made by the Borrowers pursuant to Section 2.8(a), and each extension of the Current 2 Year Maturity Date shall be deemed to constitute a representation and warranty that on such date such representations and warranties are true and correct except as the Borrowers have previously disclosed to the Requested 2 Year Lenders in writing; and

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

Fees

CPRC shall, on behalf of itself and the other Borrowers, pay to the Administrative Agent for the account of the Lenders under the applicable Credit Facility a standby fee in U.S. Dollars on each Credit Facility at a rate per annum equal to the Applicable Standby Fee Rate for the applicable Credit Facility in effect from time to time, multiplied by the amount of the Commitment under the applicable Credit Facility minus the Accommodations Outstanding (excluding Swingline Advances) under such Credit Facility determined in U.S. Dollars, calculated daily and payable in arrears on the first Business Day following the last day of each Financial Quarter and on the 5 Year Maturity Date in respect of any 5 Year Lender and on the 2 Year Maturity Date in respect of any 2 Year Lender.

CPRC shall, on behalf of the Borrowers, pay to the Administrative Agent for its own account an administrative fee in the amount and in the manner agreed to in the Agency Fee Letter.

Payments under this Agreement

Unless otherwise expressly provided in this Agreement, each Borrower shall make any payment required to be made by it to the Administrative Agent for its own account or for the account of any other Lender by depositing the amount of the payment in the relevant currency to the applicable Borrower’s Account not later than 10:00 a.m. (Calgary time) on the date the payment is due. The applicable Borrower shall make each such payment:

in Canadian Dollars, if the Accommodation was originally made in or has been converted to Canadian Dollars; and

in U.S. Dollars, if the Accommodation was originally made in or has been converted to U.S. Dollars.

Unless otherwise expressly provided in this Agreement, the Administrative Agent shall make amounts available and other payments to the applicable Borrower under the applicable Credit Facility by crediting the relevant Borrower’s Account (or causing the relevant Borrower’s Account to be credited) with the amount of the payment in the relevant currency not later than 11:00 a.m. (Calgary time) on the date the payment is to be made.

Each Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender by a Borrower is not made to the Administrative Agent when due, to charge from time to time any amount due against any or all of the applicable Borrower’s Accounts with the Administrative Agent.

If and whenever from time to time a Borrower intends to repay any Floating Rate Advance (including Swingline Advances made under 3.2(b)(i)) or any SOFR Loan or Drawing which would otherwise become a Floating Rate Advance on the date of payment pursuant to Section 3.3(b) or Section 4.5(b), such Borrower shall:

in respect of such repayments where the amount repaid is equal to or less than $25,000,000, give the Administrative Agent notice of such repayment substantially in the form attached hereto as Schedule 9 on or before 10:00 a.m. (Calgary time) on the date of repayment; and

in respect of such repayment where the amount repaid is in excess of $25,000,000, give the Administrative Agent one (1) day’s prior written notice of such repayment substantially in the form attached hereto as Schedule 9.

Application of Repayments and Prepayments

Subject as otherwise provided in this Agreement, all repayments or prepayments received by the Administrative Agent pursuant to this Agreement shall be applied by the Administrative Agent to the Accommodations Outstanding under the applicable Credit Facility to each Lender under such Credit Facility in accordance with such ▇▇▇▇▇▇’s rateable share thereof in accordance with Section 1.7.

Repayments and prepayments applied by the Administrative Agent pursuant to Section 2.11(a) shall:

be applied to the payment of any Floating Rate Advance (including any SOFR Loan or Drawing which would otherwise become a Floating Rate Advance on the date of payment pursuant to Section 3.3(b) or Section 4.5(b)); and

the balance, if any, shall be (y) held by the Administrative Agent and applied to the repayment of SOFR Loans or Drawings on the next maturity date for such SOFR Loans or Drawings, as the case may be, or (z) at the option of the relevant Borrower and, if applicable, upon payment of any amount contemplated by Section 12.6(c), be applied immediately to the repayment of SOFR Loans or Drawings, as the case may be.

All amounts received by the Administrative Agent from or on behalf of the Borrowers or any of them under a Credit Facility and not previously applied pursuant to this Agreement shall be applied by the Administrative Agent as follows:

first, in reduction of the applicable Borrower’s obligations to pay any unpaid interest and any Fees which are due and owing under such Credit Facility;

second, in reduction of the applicable Borrower’s obligations to pay any claims or losses referred to in Sections 12.6 and 12.8 under such Credit Facility;

third, in reduction of the applicable Borrower’s obligations to pay any amounts due and owing on account of any unpaid principal amount of Advances under such Credit Facility which are due and owing;

fourth, in reduction of the applicable Borrower’s obligations to pay any BA Instruments under such Credit Facility which are due and owing;

fifth, in reduction of any other obligation of the applicable Borrower under this Agreement and the other Credit Documents; and

sixth, to the applicable Borrower or such other Persons as may lawfully be entitled to or directed to receive the remainder.

Computations of Interest and Fees; Adjustments to Margins

All computations of interest shall be made by the Administrative Agent taking into account the actual number of days occurring in the period for which such interest is payable, and:

if based on the Canadian Prime Rate or the Base Rate (Canada) on the basis of a year of 365 or 366 days, as the case may be; or

if based on Adjusted Term SOFR, on the basis of a year of 360 days.

All computations of Fees shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, taking into account the actual number of days occurring in the period for which such fees are payable.

Each Applicable Margin and Applicable Standby Fee Rate under each Credit Facility shall, if applicable, be adjusted on the date of any change in the senior unsecured debt ratings assigned by S&P or ▇▇▇▇▇’▇ to CPRC’s senior unsecured debt, to equal the rate determined in accordance with Schedule 7 after giving effect to such event, and each such adjustment shall be effective for purposes of calculating the rate of interest or fees on Advances and Documentary Credits, respectively, then outstanding on the date of such event.

If at the time of a change in the Applicable Margin under a Credit Facility applicable to a Drawing or a SOFR Loan under such Credit Facility there exists any outstanding Drawings or SOFR Loans under a Credit Facility, then:

in the case of an increase in the Applicable Margin, each Borrower shall pay to the Administrative Agent (for the rateable benefit of the Lenders); or

in the case of a decrease in the Applicable Margin, the Lenders (rateably) shall credit the applicable Borrower,

the product obtained by multiplying (w) the difference between the Applicable Margin in effect prior to such change and the Applicable Margin in effect immediately after such change, by (x) the aggregate face amount of such Drawing or the unpaid principal amount of such SOFR Loan by;

the quotient obtained by dividing (y) the number of days to maturity remaining in respect of such Drawing or SOFR Loan by (z) 365 days, in the case of a Drawing, and 360 days in the case of a SOFR Loan.

For purposes of the Interest Act (Canada):

whenever any interest or Fee under this Agreement is calculated using a rate based on a number of days less than a full year, such rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent to (x) the applicable rate, (y) multiplied by the actual number of days in the calendar year in which the period for which such interest or fee is payable (or compounded) ends, and (z) divided by the number of days based on which such rate is calculated;

the principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement; and

the rates of interest stipulated in this Agreement are intended to be nominal rates and not effective rates or yields.

Conforming Changes

Designation and Redesignation of Designated Subsidiaries

a Subsidiary shall become a Designated Subsidiary (which designation may be retroactive to include the preceding Financial Quarter); or

a Designated Subsidiary shall cease to be a Designated Subsidiary (which designation may be retroactive to include the preceding Financial Quarter);

Guarantee by a Designated Subsidiary

the Designated Subsidiary Guarantee shall be substantially in the form of Article 11 hereof, subject to such changes thereto as are agreed to by the Administrative Agent and the Covenantor, each acting reasonably;

concurrently with the delivery of each such Designated Subsidiary Guarantee:

the applicable Designated Subsidiary shall deliver to the Administrative Agent such customary legal opinions and evidence of corporate existence and due authorization together with such other matters delivered in respect of the Covenantor under Section 6.1 as the Administrative Agent may reasonably require; and

the Covenantor shall deliver to the Administrative Agent a certificate certifying that the representations and warranties contained in Section 7.1 with respect to such Designated Subsidiary and the Designated Subsidiary Guarantee provided by it are true and correct in all respects.

Cancellation or Transfer of a Lender’s Commitment

any payment is required to be made by a Borrower to a Lender or Lenders (but not to all of the Lenders) pursuant to Section 12.8;

any Lender or Lenders give(s) notice to the Borrowers that amounts are payable by the Borrowers to such Lender or Lenders (but not to all of the Lenders) pursuant to Section 12.6(b);

a Lender (or Lenders) is (are) affected by the provisions of Section 3.4, Section 4.6, Section 12.7(a) or Section 12.7(b) but not all Lenders are so affected;

a Lender does not provide its consent or agreement to a request by the Borrowers for a waiver or amendment which requires the consent of the Lenders and as a consequence thereof such waiver or amendment cannot be obtained;

a Lender does not provide Accommodations in respect of a Takeover in circumstances permitted by Section 6.5 and other Lenders do not provide the full amount of the requested Accommodations (including the share thereof requested from the non-funding Lender);

a 5 Year Lender does not have an external credit rating for its senior unsecured debt of at least A- by S&P or A3 by ▇▇▇▇▇’▇ (a “Required Rating”), unless in respect of each Non-Fronted Documentary Credit either:

another 5 Year Lender having a Required Rating has confirmed to the Administrative Agent and the Borrowers in writing (at no cost to the Borrowers) that, pursuant to Article 5 and the power or attorney therein granted, the Administrative Agent may issue such Non-Fronted Documentary Credit on behalf of such other 5 Year Lender attributing to such other 5 Year Lender an Applicable Percentage (as defined in Schedule 11) equal to the aggregate of the rateable portions of such 5 Year Lender and such other 5 Year Lender, or

the direct or indirect parent of such 5 Year Lender has the Required Rating and such direct or indirect parent or another 5 Year Lender hereunder which has a Required Rating has confirmed or otherwise guaranteed the obligations of such 5 Year Lender in respect of such Documentary Credit in favour of the beneficiary thereof in form satisfactory to the Borrowers, acting reasonably; or

a Lender is a Defaulting Lender;

upon at least five (5) Business Days prior written notice to the Administrative Agent (other than in the case of Section 2.16(g) in which case written notice may be effective immediately), irrevocably cancel all but not part of the Affected Lender’s Commitment (which shall include its 5 Year Fronting Documentary Credit Commitment, if any) if on or prior to the last day of such notice period the Borrowers have prepaid or otherwise reduced all Accommodations Outstanding to such Affected Lender, and paid all accrued interest and other charges and fees in respect of such Accommodations Outstanding and, if applicable, Fronted Documentary Credits and, if such Lender is a 5 Year Fronting Documentary Credit Lender, returned to such 5 Year Fronting Documentary Credit Lender all Fronted Documentary Credits issued by it for cancellation; or

within sixty (60) days of a Lender becoming an Affected Lender, arrange for a replacement lender or lenders (provided that such lender or lenders, if not a Lender, shall be approved by the Administrative Agent and, in the case of the 5 Year Facility, each 5 Year Fronting Documentary Credit Lender and each 5 Year Swingline Lender, such approval not to be unreasonably withheld or delayed) to replace the Affected Lender’s Commitment and any such replacement lender shall be novated into this Agreement in the place and stead of the Affected Lender upon payment to the Affected Lender of the amounts referred to in Section 2.16(h) hereof;

The Advances

Each Lender severally agrees, on the terms and conditions of this Agreement and in accordance with the applicable Borrowing Notice, to make Advances under the applicable Credit Facility to the Borrowers from time to time on any Business Day prior to the 5 Year Maturity Date of such Lender in the case of a 5 Year Lender and prior to the 2 Year Maturity Date of such Lender in the case of a 2 Year Lender. Each 5 Year Swingline Lender agrees, on the terms and conditions of this Agreement, to make Swingline Advances consisting of Canadian Prime Rate Advances and Base Rate (Canada) Advances (on a same day basis) to the Borrowers from time to time on any Business Day prior to the 5 Year Maturity Date in respect of a 5 Year Swingline Lender.

Subject to Section 1.7, each Borrowing (other than a Swingline Advance by way of overdraft) shall consist of the same Types of Advances made to a Borrower on the same day by the relevant Lenders in accordance with each such Lender’s rateable portion. Each requested Advance shall be in the minimum aggregate amount and in an integral multiple of the amount set forth in Schedule 6.

Each Borrower shall repay each outstanding Swingline Advance within five (5) Business Days of the date such Swingline Advance was made available to the applicable Borrower from the proceeds of an Accommodation under the 5 Year Facility which is not a Swingline Advance. Upon receipt of a notice from the Administrative Agent that an Event of Default has occurred and is continuing, the Administrative Agent shall forthwith notify the 5 Year Lenders that the principal amount of its outstanding Swingline Advances shall be funded with a Borrowing under the 5 Year Facility (provided that such notice shall be deemed to have been given (y) on the latest 5 Year Maturity Date in respect of the 5 Year Lenders if the applicable Borrower shall not have repaid all Swingline Advances on or prior to such day, and (z) upon the occurrence of an Event of Default), in which case Advances (each such Borrowing, a “Mandatory 5 Year Borrowing”) shall be made on the next Business Day by all 5 Year Lenders so that immediately after the Mandatory 5 Year Borrowing, each 5 Year Lender shall share rateably in the Accommodations Outstanding under the 5 Year Facility and the proceeds of such Mandatory 5 Year Borrowing shall be applied directly by the Administrative Agent to repay Swingline Advances outstanding to the 5 Year Swingline Lenders. Each Lender shall make Advances pursuant to a Mandatory 5 Year Borrowing in the amount and in the manner specified in writing by the Administrative Agent notwithstanding:

that the amount of the Mandatory 5 Year Borrowing may not comply with the minimum amount for Borrowings otherwise required under this Agreement;

that the conditions specified in Article 6 are not satisfied;

that an Event of Default is continuing;

the date of such Mandatory 5 Year Borrowing; and

any reduction in the Commitment under the 5 Year Facility after any Advance was made by the applicable 5 Year Swingline Lenders.

Procedure for Borrowing

Except as provided in Section 3.2(b), each Borrowing shall be made on the number of days prior notice specified in Schedule 6, given not later than 9:00 a.m. (Calgary time) by a Borrower to the Administrative Agent. Each notice of a Borrowing (a “Borrowing Notice”) shall be in substantially the form of Schedule 2, shall be irrevocable and binding on the applicable Borrower and shall specify:

the applicable Credit Facility;

the requested date of the Borrowing;

the Type of Advance requested;

the aggregate amount of the Borrowing; and

in the case of a SOFR Loan, the initial Interest Period.

Each Swingline Advance:

may be made on the same day’s request made on or before noon (Toronto time) on such day, and in such amount, as requested by a Borrower pursuant to a Borrowing Notice delivered to the Administrative Agent on the same day; or

shall be made by a 5 Year Swingline Lender, without notice from or to such Borrower, in respect of any overdraft in any one or more of such Borrower’s accounts with such 5 Year Swingline Lender by deposit to such account of an amount equal to such overdraft.

Conversions and Rollovers Regarding Advances

Each Borrower may elect to:

change any Advance outstanding under a Credit Facility, or portion thereof, in each case, in the amount referred to in Section 3.1(b) to another Type of Advance under the same Credit Facility or convert an Advance outstanding under a Credit Facility to another Type of Accommodation under the same Credit Facility (y) in the case of a Floating Rate Advance, as of any Business Day, and (z) in the case of a SOFR Loan, as of the last day of the Interest Period applicable to such SOFR Loan, provided that in the case of the change or conversion of a Canadian Dollar Advance to a U.S. Dollar Advance, or a U.S. Dollar Advance to a Canadian Dollar Advance, the principal amount and interest thereon of such Advance to be changed or converted is paid in full on the date of such change or conversion; or

continue any SOFR Loan under a Credit Facility for a further Interest Period under the same Credit Facility beginning on the last day of the then current Interest Period applicable to such Advance.

Each election to change or convert an Advance into another Type of Advance or Type of Accommodation or to continue a SOFR Loan for a further Interest Period, shall be made on the number of days prior notice specified in Schedule 6 given, in each case, not later than 9:00 a.m. (Calgary time) by the applicable Borrower to the Administrative Agent. Each such notice (an “Interest Rate Election”) shall be given substantially in the form of Schedule 3 and shall be irrevocable and binding upon the applicable Borrower. If the applicable Borrower fails to deliver an Interest Rate Election to the Administrative Agent for any SOFR Loan under a Credit Facility as provided in this Section 3.3, such SOFR Loan shall be converted (as of the last day of the applicable Interest Period) to and be outstanding as a Base Rate (Canada) Advance under the same Credit Facility. A Borrower shall not select an Interest Period which conflicts with the definition of Interest Period in Section 1.1.

Market Disruption Respecting SOFR Loans

SOFR Loans: Subject to Section 3.4(b), if, on or prior to the first day of any Interest Period for any SOFR Loan:

the Administrative Agent determines, acting reasonably, that Term SOFR cannot be determined pursuant to the definition thereof; or

the Administrative Agent is advised by the Majority Lenders (acting in good faith) that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Majority Lenders of making and maintaining such Loan, and such Majority Lenders have provided notice of such determination to the Administrative Agent,

Benchmark Replacement: Term SOFR Reference Rate

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Credit 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 Credit Document at or after 5:00 p.m. (Toronto time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Lenders.

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

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Borrowers of (A) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 3.4(b)(iv) and (B) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 3.4(b), 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 Credit Document, except, in each case, as expressly required pursuant to this Section 3.4(b).

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

Benchmark Unavailability Period. Upon the Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability Period, (i) a Borrower may revoke any requested drawdown of, conversion to or continuation of a SOFR Loan to be made, converted or continued during any Benchmark Unavailability Period and, failing that, such Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate (Canada) Advances and (ii) any outstanding affected SOFR Loans will be deemed to have been converted to Base Rate (Canada) Advances at the end of the applicable Interest Period. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Base Rate (Canada) based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Base Rate (Canada).

Definitions. In this Section 3.4(b), the following terms have the meanings set out below:

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

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

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

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

a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative.

Benchmark Replacement: CDOR Reference Rate

Benchmark Replacement. The parties to this Agreement acknowledge that, on May 16, 2022, Refinitiv Benchmark Services (UK) Limited (“RBSL”), the administrator of the CDOR Reference Rate, announced in a public statement that the calculation and publication of all tenors of the CDOR Reference Rate will permanently cease immediately following a final publication on Friday, June 28, 2024. On the date that all Available Tenors of the CDOR Reference Rate have either permanently or indefinitely ceased to be provided by RBSL (the “CDOR Cessation Date”), if the then-current Canadian Dollar Benchmark is the CDOR Reference Rate, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Credit Document in respect of any setting of such Benchmark on such day and all subsequent settings without any amendment to, or further action or consent of any other party to this Agreement or any other Credit Document. If the Benchmark Replacement is Daily Compounded ▇▇▇▇▇, all interest payments on which bear interest with reference to such rate will be payable on a monthly basis.

Replacing Future Benchmarks. Upon the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder and under any Credit Document in respect of any Benchmark setting at or after 5:00 p.m. (Toronto time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document so long as the Administrative Agent has not

received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Lenders. At any time that the administrator of the then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the administrator or the regulatory supervisor for the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, a Borrower may revoke any request for a drawdown of, conversion to or continuation of Borrowings to be made, converted or continued that would bear interest by reference to such Benchmark until the Borrowers’ receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the applicable Borrower will be deemed to have converted any such request into a request for a drawdown of or conversion to Canadian Prime Rate Advances. During the period referenced in the foregoing sentence, the component of the Canadian Prime Rate based upon the Benchmark will not be used in any determination of the Canadian Prime Rate.

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

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers and the Lenders of (A) the implementation of any Benchmark Replacement, (B) any occurrence of a Term ▇▇▇▇▇ Transition Event, (C) the effectiveness of any Conforming Changes, and (D) by delivering a BA Cessation Notice pursuant to Section 3.5(g) of its intention to terminate the obligation of the Lenders to make or maintain Bankers’ Acceptances. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section, 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, 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 Credit Document, except, in each case, as expressly required pursuant to this Section 3.5.

Unavailability of Tenor of Benchmark. At any time (including in connection with the implementation of a Benchmark Replacement), if the then-current Benchmark is a term rate (including Term ▇▇▇▇▇ or the CDOR Reference Rate), then (A) the Administrative Agent may remove any tenor of such Benchmark that is unavailable or non-representative for Benchmark (including Benchmark Replacement) settings and (B) the Administrative Agent may reinstate any such previously removed tenor for Benchmark (including Benchmark Replacement) settings.

Secondary Term ▇▇▇▇▇ Conversion. Notwithstanding anything to the contrary herein or in any other Credit Document and subject to the proviso below in this Section 3.5(f), if a Term ▇▇▇▇▇ Transition Event and its related Term ▇▇▇▇▇ Transition Date have occurred, then on and after such Term ▇▇▇▇▇ Transition Date (A) the Benchmark Replacement described in clause (a)(i) of such definition will replace the then-current Canadian Dollar Benchmark for all purposes hereunder or under any other Credit Document in respect of any setting of such Benchmark on such day and all subsequent settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document; and (B) each Bankers’ Acceptance or CAD Benchmark Loan outstanding on the Term ▇▇▇▇▇ Transition Date bearing interest based on the

then-current Benchmark shall convert, on the first day of the next interest payment period, into a Borrowing bearing interest at the Benchmark Replacement described in clause (a)(i) of such definition for the respective Available Tenor as selected by a Borrower as is available for the then-current Canadian Dollar Benchmark; provided that, this Section 3.5(f) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrowers a Term ▇▇▇▇▇ Notice, and so long as the Administrative Agent has not received, by 5:00 p.m. (Toronto time) on the 5th Business Day after the date of the Term ▇▇▇▇▇ Notice, written notice of objection to such Conversion to ▇▇▇▇ ▇▇▇▇▇ from Lenders comprising the Majority Lenders or the Borrowers.

Bankers’ Acceptances. The Administrative Agent shall have the option to, effective as of the date set out in the BA Cessation Notice, which shall be a date on or after the CDOR Cessation Date (the “BA Cessation Effective Date”), terminate the obligation of the Lenders to make or maintain Bankers’ Acceptances, provided that the Administrative Agent shall give notice to the Borrowers and the Lenders at least thirty (30) Business Days prior to the BA Cessation Effective Date (“BA Cessation Notice”). If the BA Cessation Notice is provided, then as of the BA Cessation Effective Date, so long as the Administrative Agent has not received, by 5:00 p.m. (Toronto time) on the fifth (5th) Business Day after the date of the BA Cessation Notice, written notice of objection to the termination of the obligation to make or maintain Bankers’ Acceptances from Lenders comprising the Majority Lenders, (A) any request for a Borrowing that requests the conversion of any Borrowing to, or conversion of any Borrowing as, a Bankers’ Acceptance shall be ineffective, and (B) if any request for a Borrowing that requests a Bankers’ Acceptance, such Borrowing shall be made as a CAD Benchmark Loan of the same tenor. For the avoidance of doubt, any outstanding Bankers’ Acceptance shall remain in effect following the CDOR Cessation Date until such Bankers’ Acceptance’s stated maturity.

Definitions. In this Section 3.5 the following terms have the meanings set out below:

for purposes of Section 3.5(a), the first alternative set forth below that can be determined by the Administrative Agent:

the sum of: (A) Term ▇▇▇▇▇ and (B) the ▇▇▇▇▇ Adjustment, or

the sum of: (A) Daily Compounded ▇▇▇▇▇ and (B) the ▇▇▇▇▇ Adjustment;

for purposes of Section 3.5(b), the sum of (A) the alternate benchmark rate and (B) an adjustment (which may be a positive or negative value or zero), in each case, that has been selected by the Administrative Agent and the Borrowers as the replacement for such Available Tenor of such Benchmark giving due consideration to any evolving or then-prevailing market convention, including any applicable recommendations made by the Relevant Governmental Body, for Canadian dollar-denominated syndicated credit facilities at such time;

Interest on Advances

Base Rate (Canada) Advances. If and so long as such Advance is a Base Rate (Canada) Advance and subject as provided in the following sentence, at a rate per annum equal at all times to the Base Rate (Canada) in effect from time to time plus the Applicable Margin under the applicable Credit Facility, calculated daily and payable in arrears:

on the first day of each month in each year; and

on the day on which such Base Rate (Canada) Advance becomes due and payable in full pursuant to the provisions hereof.

Canadian Prime Rate Advances. If and so long as such Advance is a Canadian Prime Rate Advance and subject as provided in the following sentence, at a rate per annum equal at all times to the Canadian Prime Rate in effect from time to time plus the Applicable Margin under the applicable Credit Facility, calculated daily and payable in arrears:

on the first day of each month in each year; and

on the day on which such Canadian Prime Rate Advance becomes due and payable in full pursuant to the provisions hereof.

SOFR Loans. If and so long as such Advance is a SOFR Loan and subject as provided in the following sentence, at a rate per annum equal at all times during any Interest Period for such SOFR Loan to the Adjusted Term SOFR for such Interest Period plus the Applicable Margin under the applicable Credit Facility, calculated daily and payable in arrears:

in the case of an Interest Period longer than three (3) months, on the date falling three (3) months from the beginning of such Interest Period;

on the last day of such Interest Period; and

on the day on which such SOFR Loan becomes due and payable in full pursuant to the provisions hereof.

Acceptances and Drafts

Each Lender (other than the 5 Year Swingline Lenders and the Documentary Credit Lenders in such capacities) severally agrees, on the terms and conditions of this Agreement, and in accordance with the applicable Drawing Notice, from time to time on any Business Day prior to the 5 Year Maturity Date in respect of such Lender if it is a 5 Year Lender and prior to the 2 Year Maturity Date in respect of such Lender if it is a 2 Year Lender:

in the case of a Lender which is willing and able to accept Drafts, to create acceptances (“Bankers’ Acceptances”) by accepting Drafts and to purchase such Bankers’ Acceptances in accordance with Section 4.3(b); and

in the case of a Lender which is unwilling or unable to accept Drafts, to purchase completed Drafts (which have not and will not be accepted by such Lender or any other Lender) in accordance with Section 4.3(b).

Each requested Drawing shall be in the minimum aggregate Face Amount and in an integral multiple of the amount set forth in Schedule 6 and shall consist of the creation and purchase of Bankers’ Acceptances or the purchase of Drafts on the same day, in each case for the Drawing Price, by the relevant Lenders in accordance with Section 4.3 and their respective Lender’s Commitment under the applicable Credit Facility.

The aggregate Face Amount of the Bankers’ Acceptances to be created and purchased by a Lender or Drafts to be purchased by a Lender on any Drawing Date (upon a conversion or otherwise), shall be determined by the Administrative Agent based upon each Lender’s rateable portion of the Drawing, except that, if the Face Amount of any Bankers’ Acceptance to be created and purchased or Draft to be purchased, determined as aforesaid, would not be in an integral multiple of Cdn. $100,000, the Administrative Agent in its sole discretion may increase such Face Amount to the nearest whole multiple of Cdn. $100,000 or may reduce such Face Amount to the nearest whole multiple of Cdn. $100,000.

Form of Drafts

be in an integral multiple of Cdn. $100,000;

be dated the date of the Drawing;

have a maturity date and be payable by the applicable Borrower (in common with all other Drafts presented in connection with such Drawing) on a Business Day subject to Section 1.7, on or prior to the latest 5 Year Maturity Date in the case of the 5 Year Facility, and to the 2 Year Maturity Date, in the case of the 2 Year Facility; and

subject to availability, have a CDOR Standard Interest Period (excluding days of grace), at the election of the applicable Borrower, or, as may be agreed to by the applicable Borrower and the applicable Lenders acting reasonably, and subject to availability, have a CDOR Non-Standard Interest Period.

Procedure for Drawing

Each Drawing shall be made on notice (a “Drawing Notice”) given by a Borrower to the Administrative Agent not later than 9:00 a.m. (Calgary time) on the number of days’ notice specified in Schedule 6. Each Drawing Notice shall be in substantially the form of Schedule 4, shall be irrevocable, except as provided in Section 4.6(a), shall be binding on the applicable Borrower and shall specify:

the applicable Credit Facility;

the Drawing Date;

the aggregate Face Amount of Bankers’ Acceptances or Drafts to be accepted, if applicable, and purchased; and

the tenure thereof.

Not later than noon (Calgary time) on an applicable Drawing Date, each Lender under a Credit Facility shall complete one or more Drafts under such Credit Facility in accordance with the Drawing Notice and either:

accept the Drafts and purchase the Bankers’ Acceptances so created for the Drawing Price; or

purchase the Drafts for the Drawing Price.

The applicable Borrower shall, at the request of any Lender under a Credit Facility, issue one or more non-interest bearing promissory notes under such Credit Facility (each a “BA Equivalent Note”) payable on the maturity date of any unaccepted Draft referred to above, in such form as any such Lender may reasonably specify and in a principal amount equal to the Face Amount of, and in exchange for, any unaccepted Draft which any such Lender has purchased in accordance with Section 4.3(b).

Bankers’ Acceptances purchased by a Lender may be held by it for its own account until the maturity date thereof or sold by it at any time prior to that date in any relevant Canadian market in such ▇▇▇▇▇▇’s sole discretion.

Presigned Draft Forms

Subject to paragraph (b) of this Section 4.4, in order to enable the Lenders under a Credit Facility to create Bankers’ Acceptances or complete Drafts in the manner specified in this Article 4, each Borrower shall supply each Lender under such Credit Facility with such number of Drafts as it may reasonably request, duly signed and endorsed on behalf of the applicable Borrower. Each Lender under the applicable Credit Facility hereby indemnifies the applicable Borrower against any loss or improper use thereof by such Lender, will exercise such care in the custody and safekeeping of Drafts as it would exercise in the custody and safekeeping of similar property owned by it and will, upon request by a Borrower, promptly advise the applicable Borrower of the number and designations, if any, of uncompleted Drafts held by it for such Borrower. The signature of any officer of a Borrower on a Draft may be mechanically reproduced and any BA Instrument bearing a facsimile signature shall be binding upon such Borrower as if it had been manually signed. Even if the individuals whose manual or facsimile signature appears on any BA Instrument no longer hold office at the date of its acceptance by the Lender or at any time after such date, any BA Instrument so signed shall be valid and binding upon the applicable Borrower. No Lender shall be liable for its failure to accept a Draft as required hereby if the cause of such failure is, in whole or in part, due to the failure of the Borrowers to provide Drafts to such Lender on a timely basis.

Each Borrower hereby irrevocably appoints each Lender under a Credit Facility as its attorney to sign and endorse on its behalf, manually or by facsimile or mechanical signature, any BA Instrument under such Credit Facility necessary to enable each Lender to make Drawings in the manner specified in this Article 4 under such Credit Facility. All Bankers’ Acceptances signed or endorsed on a Borrower’s behalf by a Lender shall be binding on such Borrower, all as if duly signed or endorsed by such Borrower. Each Lender shall:

maintain a record under the applicable Credit Facility with respect to any BA Instrument completed in accordance with this Section 4.4, voided by it for any reason, accepted and purchased by it hereunder, and cancelled at its respective maturity; and

retain such records in the manner and for the statutory periods provided in the various provincial or federal statutes and regulations which apply to such Lender and make such records available to the Borrowers acting reasonably.

Payment, Conversion or Renewal of BA Instruments

Upon the maturity of a BA Instrument under a Credit Facility, the applicable Borrower may:

elect to issue a replacement Bankers’ Acceptance or Draft under the same Credit Facility by giving a Drawing Notice in accordance with Section 4.3(a) under such Credit Facility;

elect to have all or a portion of the Face Amount of such BA Instrument converted to an Advance under the same Credit Facility (provided that in the case of a conversion of a portion only of the Face Amount of the BA Instrument, the remaining Face Amount, if any, of such BA Instrument shall not be less than the minimum Face Amount set forth in Schedule 6) under the same Credit Facility by giving a Borrowing Notice in accordance with Section 3.2; or

pay, on or before 10:00 a.m. (Calgary time) on the maturity date for the BA Instrument, an amount in Canadian Dollars equal to the Face Amount of the BA Instrument (notwithstanding that a Lender may be the holder of it at maturity).

If a Borrower fails to pay any BA Instrument under a Credit Facility when due or to request a replacement in the Face Amount of such BA Instrument pursuant to Section 4.5(a), the unpaid amount due and payable shall be converted to a Canadian Prime Rate Advance under the same Credit Facility and shall bear interest calculated and payable as provided in Article 3. This conversion shall occur as of the maturity date of the BA Instrument and without any necessity for a Borrower to give a Borrowing Notice.

Circumstances Making Bankers’ Acceptances Unavailable

the Administrative Agent, acting reasonably, makes a determination, which determination shall be conclusive and binding upon the Borrowers, and notifies the Borrowers, that there no longer exists an active market for Bankers’ Acceptances and Drafts; or

the Administrative Agent is advised by Lenders under a Credit Facility holding at least 35% of the Commitment under such Credit Facility by written notice (each, a “Lender BA Suspension Notice”) that such Lenders have determined, acting reasonably, that the Reference Discount Rate will not or does not accurately reflect the cost of funds of such Lenders or the discount rate which would be applicable to a sale of Bankers’ Acceptances or Drafts by such Lenders in the market;

the right of the Borrower(s) to request Bankers’ Acceptances or Drafts from any Lender under such Credit Facility shall be suspended until the Administrative Agent determines that the circumstances causing such suspension no longer exist and so notifies the Borrowers and the Lenders under such Credit Facility;

any outstanding Drawing Notice requesting a Drawing by way of Bankers’ Acceptances and/or Drafts under such Credit Facility shall be deemed to be a Borrowing Notice requesting a Canadian Prime Rate Advance in the amount specified in the original Borrowing Notice under such Credit Facility;

any outstanding Interest Rate Election requesting a conversion of a Base Rate (Canada) Advance or a SOFR Loan into a Bankers’ Acceptance and/or Draft shall be deemed to be a notice requesting a conversion of such Base Rate (Canada) Advance or SOFR Loan into a Canadian Prime Rate Advance under such Credit Facility; and

any outstanding Interest Rate Election requesting a rollover of a Bankers’ Acceptance and/or Draft shall be deemed to be a notice requesting a conversion of such Bankers’ Acceptances and/or Drafts into a Canadian Prime Rate Advance under such Credit Facility.

Documentary Credits

Issue Notice

Each Issue shall be made on notice (an “Issue Notice”) given by a Borrower to the Administrative Agent, in the case of Non-Fronted Documentary Credits to be issued by the Administrative Agent as attorney-in-fact for and on behalf of the 5 Year Lenders, or to the applicable 5 Year Fronting Documentary Credit Lender (with a copy to the Administrative Agent), in the case of Fronted Documentary Credits to be issued by such 5 Year Fronting Documentary Credit Lender, not later than 10:00 a.m. (Calgary time) on the number of days’ notice specified in Schedule 6. A Borrower may elect from which 5 Year Fronting Documentary Credit Lender it is requesting an Issue. The Issue Notice shall be in substantially the form of Schedule 5, shall be irrevocable and binding on the applicable Borrower, shall be accompanied by such other usual and customary documents (such as applications) required by the Administrative Agent or the 5 Year Fronting Documentary Credit Lender, as applicable (and which shall be consistent with the provisions hereof), and shall specify:

the requested date of Issue (the “Issue Date”);

whether such Documentary Credit is to be made available by the Administrative Agent for and on behalf of the 5 Year Lenders or by one or more 5 Year Fronting Documentary Credit Lenders;

the type of Documentary Credit;

the Face Amount of the Documentary Credit;

the expiration date of the Documentary Credit (which expiration date shall not exceed 365 days from the Issue Date subject to automatic or other extensions thereof and, in any event, the expiration date, subject to Section 1.7, shall not extend beyond the 5 Year Maturity Date of any applicable Documentary Credit Lender, and provided that in determining Accommodations Outstanding under the 5 Year Facility the Administrative Agent shall treat any such Documentary Credit as outstanding unless otherwise notified in writing by the applicable Borrower and the applicable Documentary Credit Lender);

whether such Documentary Credit is a direct credit substitute for the purposes of the Capital Adequacy Guidelines, provided that if the applicable Borrower and the Administrative Agent, in the case of a Non-Fronted Documentary Credit or the 5 Year Fronting Documentary Credit Lender, in the case of a Fronted Documentary Credit, do not agree on whether or not such Documentary Credit is a direct credit substitute, such Documentary Credit shall not be issued until such time as the applicable Borrower and the Administrative Agent or such 5 Year Fronting Documentary Credit Lender, as applicable, agree as to whether or not it is a direct credit substitute; and

the name and address of the Beneficiary.

In respect of any Documentary Credit, the Administrative Agent shall provide each of the applicable Documentary Credit Lenders with a copy of the Issue Notice forthwith upon receipt thereof from a Borrower. Such notice shall specify each such Documentary Credit Lender’s rateable portion of such Documentary Credit.

The applicable Borrower shall repay, and there shall become due and payable on the Issue Date, the principal amount of any Accommodations Outstanding which are to be converted in whole or in part, to Documentary Credits, and interest and all other amounts payable in respect thereof, all as if such conversion were a prepayment of such Advances pursuant to Article 2.

Form of Documentary Credits

Each Fronted Documentary Credit shall:

be dated the Issue Date;

have an expiration date on a date that complies with Section 5.2(a) or, if such date is not a Business Day on the Business Day immediately preceding such date;

comply with the definition of Fronted Documentary Credit and be a type of Documentary Credit issued by the applicable 5 Year Fronting Documentary Credit Lender for the proposed purpose of the Issue which shall in all cases be reasonably satisfactory to the applicable 5 Year Fronting Documentary Credit Lender;

be issued in U.S. Dollars, Canadian Dollars or Pounds Sterling; and

be on the standard documentary forms required by the applicable 5 Year Fronting Documentary Credit Lender.

Each Non-Fronted Documentary Credit shall:

be dated the Issue Date;

have an expiration date on a date that complies with Section 5.2(a) (if such date is not a Business Day on the Business Day immediately preceding such date);

comply with the definition of Non-Fronted Documentary Credit and be a type of Documentary Credit issued by the 5 Year Lenders on whose behalf the Administrative Agent is issuing such Non-Fronted Documentary Credit for the proposed purpose of the Issue which in all cases shall be reasonably satisfactory to the Administrative Agent;

be issued in U.S. Dollars, Canadian Dollars or Pounds Sterling; and

be substantially in the form of Schedule 11, with any such changes to such form as:

the Administrative Agent shall determine in good faith is required and on a commercially reasonable basis does not materially increase the obligations, or diminish the rights, of any Documentary Credit Lender relative to such form, or

all of the applicable Documentary Credit Lenders shall approve;

Administrative Agent to Execute Non-Fronted Documentary Credits as Attorney for Lenders

Each Non-Fronted Documentary Credit shall be executed and delivered by the Administrative Agent in the name of and on behalf of, and as attorney-in-fact for, each Documentary Credit Lender party to such Non-Fronted Documentary Credit. The Administrative Agent shall act under each Non-Fronted Documentary Credit as the agent of the applicable Documentary Credit Lenders to:

receive drafts, other demands for payment and other documents presented by the Beneficiary thereunder;

determine whether such drafts, demands and documents are in compliance with the terms and conditions of such Non-Fronted Documentary Credit; and

notify such Documentary Credit Lenders and the applicable Borrower that a valid drawing has been made and the date that the related payment by the Documentary Credit Lenders thereunder is to be made; provided that the Administrative Agent shall have no obligation or liability as Administrative Agent for any such payment under any Non-Fronted Documentary Credit, and each such Non-Fronted Documentary Credit shall expressly so provide.

The Administrative Agent shall maintain records showing the undrawn and unexpired amount of each Non-Fronted Documentary Credit outstanding under the 5 Year Facility and each Documentary Credit Lender’s share of such amount, and showing for each such Non-Fronted Documentary Credit issued hereunder:

the Issue Date and expiration date thereof;

the Face Amount thereof;

the date and amount of all payments made thereunder; and

each Documentary Credit ▇▇▇▇▇▇’s share of the amount of each such Non-Fronted Documentary Credit issued hereunder.

Procedure for Issuance of Documentary Credits

Not later than 12:00 p.m. (Calgary time) on an applicable Issue Date, the Administrative Agent as attorney-in-fact for and on behalf of the Documentary Credit Lenders (in the case of Non-Fronted Documentary Credits) or the 5 Year Fronting Documentary Credit Lender (in the case of Fronted Documentary Credits), will complete and issue or arrange to have completed and issued an appropriate type of Documentary Credit:

dated the Issue Date;

in favour of the Beneficiary;

in a Face Amount equal to the amount referred to in Section 5.2(a); and

with the expiration date, as specified by the relevant Borrower in its Issue Notice (subject to Section 5.3).

No Documentary Credit shall require payment against a conforming draft to be made thereunder on the same Business Day upon which such draft is presented, if such presentation is made after 10:00 a.m. (local time) on such Business Day.

Prior to the Issue Date, the Borrower requesting a Documentary Credit to be issued shall specify a precise description of the documents and the verbatim text of any certificates to be presented by the Beneficiary which, if presented by the Beneficiary, would require the applicable Documentary Credit Lender to make payment under the applicable Documentary Credit. The Administrative Agent or a Documentary Credit Lender may, before the Issue of the Documentary Credit and acting reasonably in consultation with such Borrower, require changes in any such documentation or certificate.

In determining whether to pay under any Documentary Credit, the applicable Documentary Credit Lender shall be responsible only to determine that the documents and certificates required to be delivered under such Documentary Credit have been delivered and that they comply on their face with the requirements of such Documentary Credit.

Contingent Liability of Lenders

Payment of Amounts Drawn Under Documentary Credits

Each 5 Year Lender and each Borrower hereby irrevocably authorizes the Administrative Agent or the applicable 5 Year Fronting Documentary Credit Lender, as applicable, to review on behalf of each 5 Year Lender each draft and other documents presented under each Documentary Credit. The determination of the Administrative Agent or the applicable 5 Year Fronting Documentary Credit Lender, as applicable, as to the conformity of any documents presented under a Documentary Credit to the requirements of such Documentary Credit shall, in the absence of the negligence or wilful misconduct of the Administrative Agent or the applicable 5 Year Fronting Documentary Credit Lender, as applicable, be conclusive and binding on the relevant Borrower and each 5 Year Lender. The Administrative Agent or the applicable 5 Year Fronting Documentary Credit Lender, as applicable, shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent a demand for payment under any Documentary Credit. In respect of any Non-Fronted Documentary Credits, the Administrative Agent shall promptly after such examination:

notify each of the Documentary Credit Lenders obligated under such Non-Fronted Documentary Credit and the relevant Borrower by telephone (confirmed in writing) of such demand for payment and of each Documentary Credit Lender’s rateable share of such payment;

deliver to each such Documentary Credit Lender a copy of each document purporting to represent a demand for payment under such Non-Fronted Documentary Credit; and

notify each such Documentary Credit Lender and the relevant Borrower whether such demand for payment was properly made under the relevant Documentary Credit.

The relevant Borrower agrees to reimburse the applicable 5 Year Fronting Documentary Credit Lender for the account of the 5 Year Lenders (in respect of a Fronted Documentary Credit) or each applicable Documentary Credit Lender (in respect of a Non-Fronted Documentary Credit), on demand, for each payment made by the applicable 5 Year Fronting Documentary Credit Lender or such Documentary Credit Lender, as applicable, under any Documentary Credit. The relevant Borrower shall make such reimbursement by paying to the applicable 5 Year Fronting Documentary Credit Lender (in respect of a Fronted Documentary Credit) or the Administrative Agent, for the account of each applicable Documentary Credit Lender (in respect of a Non-Fronted Documentary Credit) to the applicable Borrower’s Account, the full amount of each such payment made by the applicable 5 Year Fronting Documentary Credit Lender or such Lender, as applicable. The relevant Borrower shall also pay and reimburse each applicable 5 Year Fronting Documentary Credit Lender or each Documentary Credit Lender, as applicable, for all taxes, fees, charges and other reasonable and customary costs and expenses incurred by such Lender in connection with such payment, as notified by such Documentary Credit Lender to the relevant Borrower through the Administrative Agent. Each reimbursement payment shall be due and payable on the date on which the Administrative Agent or the applicable 5 Year Fronting Documentary Credit Lender, as applicable, notifies the relevant Borrower of the amount of such reimbursement obligation.

In respect of each Documentary Credit, unless on the date of such drawing the applicable Borrower has made payment on demand to the applicable Borrower’s Account of an amount, in same day funds, equal to the amount of such drawing; then:

the applicable Borrower shall be deemed to have given a Borrowing Notice to the Administrative Agent, requesting a Canadian Prime Rate Advance or a Base Rate (Canada) Advance, as the case may be, under the 5 Year Facility and as determined by the Administrative Agent acting reasonably, based upon the amount and currency required on the date on which such drawing is honoured in an amount equal to the amount of such drawing, provided that in the case of any Documentary Credit issued in Pounds Sterling, such Borrower shall be deemed to have requested a Canadian Prime Rate Advance in an amount equal to the Canadian Dollars utilized by each Lender or the applicable 5 Year Fronting Documentary Credit Lender in accordance with its usual practices to purchase Pounds Sterling on the date on which payment is made on such Documentary Credit;

the 5 Year Lenders shall on the date of such drawing, make such Canadian Prime Rate Advance or Base Rate (Canada) Advance, as the case may be, rateably under the 5 Year Facility; and

the Administrative Agent shall pay the proceeds thereof to the applicable 5 Year Fronting Documentary Credit Lender (in respect of a Fronted Documentary Credit) or each applicable Documentary Credit Lender (in respect of a Non-Fronted Documentary Credit) as reimbursement for the amount of such drawing; and

the Administrative Agent shall promptly notify the applicable Borrower of any such Canadian Prime Rate Advance or Base Rate (Canada) Advance, as the case may be.

Each applicable Documentary Credit Lender shall be required to make its rateable portion of the Advances referred to in Section 5.7(c) notwithstanding:

the amount of the Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder;

that any conditions specified in Article 6 are not then satisfied;

that a Default or Event of Default has occurred and is continuing;

the date of such Borrowing; and

any reduction of the Commitment under the 5 Year Facility after any Documentary Credit was issued.

In respect of any Non-Fronted Documentary Credit, the Administrative Agent shall not be required to make any payment under a Non-Fronted Documentary Credit in excess of the amount received by it from the applicable Documentary Credit Lenders for such payment. Promptly after making a payment under a Non-Fronted Documentary Credit on behalf of the Documentary Credit Lenders liable thereunder, the Administrative Agent shall remit to each such Documentary Credit Lender that remitted funds to the Administrative Agent in respect of such payment such Documentary Credit ▇▇▇▇▇▇’s portion of the payments received by the Administrative Agent from the applicable Borrower in respect of such payment.

Fees

The applicable Borrower shall pay to the Administrative Agent, for the account of the applicable Documentary Credit Lenders, a Documentary Credit fee with respect to each outstanding Documentary Credit at a rate per annum equal to the Applicable Margin under the 5 Year Facility in effect from time to time, calculated on the basis of the Face Amount of each such Documentary Credit and a year of 365 or 366 days, as the case may be, calculated daily and payable in arrears on the first Business Day following the last day of each Financial Quarter and on each 5 Year Maturity Date in respect of any Documentary Credit Lender and in the same currency as such Documentary Credit.

In addition, in respect of each Fronted Documentary Credit, the applicable Borrower shall pay to the applicable 5 Year Fronting Documentary Credit Lender a fronting fee equal to 17.5 basis points per annum. Any such fronting fee shall be calculated on the basis of the Face Amount of each outstanding Fronted Documentary Credit and a year of 365 or 366 days, as the case may be, calculated daily and payable in arrears on the first Business Day following the end of each Financial Quarter and on each 5 Year Maturity Date in respect of such 5 Year Fronting Documentary Credit Lender and in the same currency as such Fronted Documentary Credit.

The applicable Borrower shall pay to each applicable Documentary Credit Lender its:

reasonable set-up fees, cable charges and other customary miscellaneous charges in respect of the issue of Documentary Credits by it or on its behalf, as applicable, and upon the amendment or transfer of each Documentary Credit and each drawing made thereunder; and

reasonable and customary documentary and administrative charges for amending, transferring or drawing under, as the case may be, Documentary Credits of a similar amount, term and risks.

Obligations Absolute

any lack of validity or enforceability of any Documentary Credit;

the existence of any claim, compensation, set-off, defence or other right which the Borrowers or any of them may have at any time against a Beneficiary or any transferee of any Documentary Credit (or any Persons for whom any such transferee may be acting), any Documentary Credit Lender or any other Person, whether in connection with this Agreement, the transactions contemplated herein and therein or any unrelated transaction (including any underlying transaction between either of the Borrowers or one of their Subsidiaries and the Beneficiary of any Documentary Credit);

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

any other circumstances or happenings whatsoever, which is similar to any of the foregoing; or

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

Indemnification; Nature of Documentary Credit Lender’s Duties

the application for or issuance of or drawing under any Documentary Credit, other than as a result of the negligence or wilful misconduct of such Documentary Credit Lender or the Administrative Agent as determined by a court of competent jurisdiction, provided that such Documentary Credit Lender or the Administrative Agent acts in good faith; or

the failure of such Documentary Credit Lender or the Administrative Agent to honour a drawing under any Documentary Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority prohibiting the payment of such drawing (all such acts or omissions herein called “Government Acts”).

the form, validity, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for, issuance of or drawing under any Documentary Credit (even if it should in fact prove to be in any or all respects invalid, inaccurate, fraudulent or forged);

the validity or sufficiency of any instrument transferring or assigning (or purporting to transfer or assign) any Documentary 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, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise (whether or not they are in cipher);

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 Documentary Credit or of the proceeds thereof;

the misapplication by the Beneficiary of any Documentary Credit or of the proceeds of any drawing under such Documentary Credit; and

any consequences arising from causes beyond the control of the Documentary Credit Lender including any Government Acts.

Repayments

If a Borrower shall be required to repay the Accommodations Outstanding to any or all of the Documentary Credit Lenders pursuant to Article 2, Article 9 or otherwise herein, then such Borrower shall pay to the Administrative Agent for and on behalf of the relevant Documentary Credit Lender to the extent required pursuant thereto and in the amount provided therein, an amount equal to such Documentary Credit ▇▇▇▇▇▇’s contingent liability in respect of any Documentary Credit outstanding for the account of such Borrower hereunder, including any Documentary Credit which is the subject matter of any order, judgment, injunction or other such determination (a “Judicial Order”) restricting payment by such Documentary Credit Lender under and in accordance with such Documentary Credit beyond the expiration date stated therein other than any Judicial Order permanently enjoining the applicable Documentary Credit Lender from paying under such Documentary Credit. Payment in respect of each such Documentary Credit shall be due in the currency in which such Documentary Credit is denominated.

Each Documentary Credit Lender shall, with respect to any Documentary Credit issued by it or on behalf of it, upon the date on which any final and non-appealable order, judgment or other such determination has been rendered or issued either terminating the applicable Judicial Order or permanently enjoining such Documentary Credit Lender from paying under such Documentary Credit, pay to the applicable Borrower an amount equal to the aggregate of (y) the difference between the amount paid to such Documentary Credit Lender pursuant to Section 5.11(a) and the amounts paid by such Documentary Credit Lender under such Documentary Credit and (z) interest on such amount, if any, determined at such Documentary Credit Lender’s applicable wholesale deposit rate for the relevant currency.

Each Documentary Credit Lender shall, with respect to any Documentary Credit issued by it or on behalf of it, upon the earlier of:

the date on which either (x) the original counterpart of such Documentary Credit is returned to the Administrative Agent or to such Documentary Credit Lender for cancellation, or (y) such Documentary Credit Lender is released by the Beneficiary from any further obligations in respect thereof; and

the expiry (to the extent permitted by ▇▇▇) of such Documentary Credit;

Conditions Precedent to Closing

the Administrative Agent shall have received, in form, substance and dated as of a date satisfactory to the Administrative Agent and its counsel and in sufficient quantities for each Lender and the Administrative Agent:

executed copies of this Agreement and the other Credit Documents required to be executed prior to the initial Accommodation hereunder;

a certificate of a senior officer of the Covenantor certifying that no Default or Event of Default has occurred and is continuing and that the representations and warranties in Section 7.1 are 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);

a certified copy of:

the Articles and by-laws of the Covenantor and each Borrower;

evidence of the corporate authority of the Covenantor and each Borrower with respect to the borrowing and other matters contemplated by this Agreement and the entering into and completion of all transactions contemplated by the other Credit Documents; and

all other instruments evidencing necessary corporate action of the Covenantor and each Borrower with respect to such matters;

a certificate of an officer of the Covenantor and each Borrower certifying the names and true signatures of its officers authorized to sign this Agreement and the other Credit Documents;

a certificate of status, compliance or like certificate with respect to the Covenantor and each Borrower issued by the appropriate Governmental Entity of the jurisdiction of its incorporation;

favourable opinions of counsel to the Covenantor and each Borrower as to such matters as the Administrative Agent may reasonably request;

favourable opinions of counsel to the Lenders as to such matters as the Administrative Agent may reasonably request;

evidence of the repayment (to the extent applicable) and termination of the credit agreement providing for U.S. $600,000,000 credit facilities with the Acquired Company, as borrower, and any related loan documents and guarantees; and

such other documents and instruments as the Administrative Agent may reasonably request;

the Administrative Agent shall have received a notice of resignation from Royal Bank of Canada, as administrative agent under the Existing Credit Agreement;

the Administrative Agent shall have received from each Lender confirmation that it has obtained from the Covenantor, the Borrowers and the Designated Subsidiaries all such information and evidence as such Lender requested of the Covenantor, the Borrowers and the Designated Subsidiaries pursuant to Section 12.17 and all other “know your client” information required by such Lender, acting reasonably; and

all fees and other amounts then payable under the Credit Documents shall have been paid in full.

Conditions Precedent to Accommodations

The obligation of each Lender to make Accommodations or otherwise give effect to any Accommodation Notice is subject to fulfilment of the following conditions at the time of any Accommodation Notice or Accommodation, as the case may be, if such Accommodation represents an increase in the Accommodations Outstanding thereafter:

no Default or Event of Default, which has not been remedied to the reasonable satisfaction of the Lenders or has not been waived by the Lenders in accordance with Section 12.1, has occurred and is continuing or would arise immediately after giving effect to or as a result of the Accommodation; and

the representations and warranties of the Covenantor contained in Article 7 are true and correct in all material respects on the date of the Accommodation as if they were made on that date.

Each of the giving of any Accommodation Notice by a Borrower and the acceptance by a Borrower of any Accommodation, in each case with respect to an Accommodation which represents an increase in the Accommodations Outstanding thereafter, shall be deemed to constitute a representation and warranty by the Covenantor that, on the date of such Accommodation, the statements set forth in Sections 6.2(a)(i) and (ii) are true and correct except as the Borrowers have previously disclosed to the Lenders in writing.

Rollovers, Conversions and Renewals

if a Default has occurred and is continuing and the Borrowers have disclosed that fact to the Administrative Agent or the Lenders in writing, a Borrower may request a rollover, conversion, renewal or replacement (and will not be deemed to have represented that no Default has occurred and is continuing) provided that in such circumstances the Borrowers will not be entitled to make an Interest Rate Election (in the case of a SOFR Loan) or to request a replacement Bankers’ Acceptance having an Interest Period or term to maturity, respectively, exceeding thirty (30) days unless the Administrative Agent, in its discretion acting reasonably, consents thereto; and

if an Event of Default has occurred and is continuing, a Borrower may not request a rollover, conversion, renewal or replacement without the prior consent of the Majority Lenders (determined with reference only to the applicable Credit Facility) and each SOFR Loan outstanding shall be converted to a Base Rate (Canada) Advance on the last day of the Interest Period applicable thereto and each outstanding Bankers’ Acceptance shall be converted to a Canadian Prime Rate Advance on its maturity, in each case unless the Majority Lenders (determined with reference only to the applicable Credit Facility) otherwise agree.

No Waiver

Takeover Notification

In the event a Borrower wishes to utilize Accommodations under a Credit Facility to make a take-over bid (as defined under applicable securities laws but excluding any takeover bids which are exempt from the formal take-over bid rules under such laws) which is unsolicited or the approval of which has not been publicly announced by the board of directors (or its equivalent) of the Person that is the target of the takeover offer (a “Takeover”), then either:

such Borrower shall provide to the Administrative Agent evidence satisfactory to the Administrative Agent (acting reasonably) of the agreement of the board of directors or its equivalent of the Person that is the target of the Takeover approving the Takeover and the Administrative Agent shall, no later than the next Business Day thereafter, provide such evidence to the Lenders under the applicable Credit Facility; or

the following steps shall be followed:

at least five (5) Business Days prior to the delivery of any notice to the Administrative Agent pursuant to Article 3, Article 4 or Article 5 requesting Accommodations intended to be utilized for such Takeover, the president, chief financial officer, treasurer or general counsel of such Borrower shall notify the Administrative Agent of the particulars of such Takeover in sufficient detail to enable each Lender under the applicable Credit Facility to determine whether it has a conflict of financial, economic or other existing business interest (such determination to be made by each Lender in the exercise of its sole discretion having regard to such considerations as it deems appropriate but, in each case, in accordance with its usual and customary practices) if Accommodations from such Lender are to be utilized by such Borrower for such Takeover; and

within one (1) Business Day of being so notified, the Administrative Agent shall in like manner so notify each of the Lenders under the applicable Credit Facility and provide each of the Lenders with the related particulars; and

within three (3) Business Days of the Administrative Agent being so notified;

if a Lender shall not have notified the Administrative Agent and the Borrowers that a conflict of financial, economic or other existing business interest exists, such Lender shall be deemed to have no such conflict of interest; or

if a Lender has notified the Administrative Agent and the Borrowers that such a conflict of financial, economic or other interest exists, then upon the Borrowers and the Administrative Agent being so notified, such Lender shall have no obligation to provide Accommodations directly or indirectly to finance such Takeover notwithstanding any other provision of this Agreement to the contrary.

If any notification has been made by a Lender pursuant to Section 6.5(a)(ii)(C)(II), then, except as provided in Section 6.5(c) below, rateable portions of any Accommodations made to finance the Takeover in respect of which such notice was given shall be determined without reference to the Commitment of such Lender under the applicable Credit Facility; and such notification given by a Lender shall not relieve any other Lender of any of its obligations hereunder, provided that, for certainty, no Lender shall be obligated by this Section to make or provide Accommodations in excess of such Commitment.

If the conflict of interest giving rise to a notification under Section 6.5(a)(ii)(C)(II) ceases to exist (whether by successful completion of the Takeover or otherwise), then the Lender giving such notification shall, in the case of a SOFR Loan or Drawing, on the renewal or conversion thereof, or, in the case of a Floating Rate Advance, as soon as practicable on a date to be determined by the Administrative Agent, in each case in respect of the Accommodations made to finance the relevant Takeover, purchase, and the other Lenders shall on a rateable basis sell and assign to such Lender, portions of such Accommodations equal in total to the notifying Lender’s rateable portion thereof.

Representations and Warranties

Incorporation and Qualification. The Covenantor, each Borrower and each Designated Subsidiary is a corporation duly incorporated, formed, continued or amalgamated, as the case may be, and validly existing under the laws of its jurisdiction of incorporation, formation, continuance or amalgamation, has the legal right and all necessary corporate power and authority to own its Assets and carry on its business and is duly qualified, licensed or registered to carry on business under the laws applicable to it in all jurisdictions in which it carries on business the absence of which qualification, licensing or registration would have a Material Adverse Effect.

Corporate Power. The Covenantor, each Borrower and, if applicable, each Designated Subsidiary has all requisite corporate power and authority to enter into and perform its obligations under this Agreement and each other Credit Document to which it is a party and do all acts and things and execute and deliver all other documents and instruments as are required hereunder or thereunder to be done, observed or performed by it in accordance with the terms hereof and thereof.

Conflict with other Instruments. The execution and delivery by the Covenantor, each Borrower and, if applicable, each Designated Subsidiary and the performance by it of its obligations under, and compliance with the terms, conditions and provisions of, this Agreement and each other Credit Document to which it is a party will not conflict with or result in a breach of any of the terms, conditions or provisions of:

its Articles or by-laws;

any applicable Law;

any contractual restriction binding on or affecting it or its Assets; or

any judgment, injunction, determination or award which is binding on it

Corporate Action, Governmental Approvals, etc. The execution and delivery of each of the Credit Documents to which any of the Covenantor, the Borrowers or, if applicable, any Designated Subsidiary, is a party, and the performance by it of its obligations thereunder have been duly authorized by all necessary corporate action including the obtaining of all necessary shareholder consents. No authorization, consent, approval, registration, qualification, designation, declaration or filing with any Governmental Entity or other Person, is or was necessary in connection with the execution, delivery and performance of the Covenantor’s, each Borrower’s and, if applicable, each Designated Subsidiary’s obligations under the Credit Documents to which it is a party, except such as are in full force and effect, unamended, at the Effective Date.

Execution and Binding Obligation. This Agreement and the other Credit Documents to which any of the Covenantor, the Borrowers or, if applicable, any Designated Subsidiary, is a party have been duly executed and delivered by each of the Covenantor, the Borrowers and, if applicable, each such Designated Subsidiary, as the case may be, and constitute legal, valid and binding obligations of each of the Covenantor, the Borrowers and, if applicable, each Designated Subsidiary, as the case may be, enforceable against it in accordance with its respective terms, subject only to any limitation under applicable Laws relating to:

bankruptcy, insolvency, reorganization, moratorium or creditors’ rights generally; and

the discretion that a court may exercise in the granting of equitable remedies.

Authorizations, etc. Each of the Covenantor, each Borrower and each Designated Subsidiary possesses all authorizations, permits, consents, registrations and approvals necessary to properly conduct its business the absence of which would have a Material Adverse Effect.

Ownership of Property. The Assets of the Covenantor, each Borrower and each Designated Subsidiary are free and clear of any Lien except for Permitted Liens and Liens not prohibited by Section 8.2(a).

No Litigation. To the Covenantor’s knowledge and except as previously disclosed in writing by the Covenantor to the Administrative Agent, there is not now pending or threatened in writing against it, any Borrower or any Designated Subsidiary, any litigation, action, suit or other proceedings by or before any court, tribunal or other Governmental Entity in Canada, the United States of America or elsewhere or before any arbitrator, and which, in any such case, would reasonably be expected to have a Material Adverse Effect having regard to, among other things, applicable insurance coverage, or which purports to affect the legality, validity or enforceability of this Agreement, any other Credit Document or any other instrument contemplated hereby or thereby.

Environmental Matters. None of the Covenantor, the Borrowers or the Designated Subsidiaries:

has failed to comply with any of the requirements of any applicable Environmental Law, the non-compliance with which, alone or in the aggregate, would reasonably be expected to have a Material Adverse Effect; or

is the subject of any pending or, to the knowledge of the Covenantor, threatened in writing, private or federal, provincial, state or local governmental proceeding or investigation relating to a release of any contaminants into the environment or the workplace, the use, handling, transportation or storage of any contaminants in any of its operations or any contaminants in any other respect, except proceedings which, in the aggregate, would not reasonably be expected to have a Material Adverse Effect having regard to, among other things, applicable insurance coverage.

Financial Condition. The Covenantor has delivered to the Administrative Agent a true and complete copy of: (i) the audited year-end consolidated financial statements as at December 31, 2022 of Canadian Pacific Railway Limited; and (ii) the audited year-end consolidated financial statements as at December 31, 2022 of the Acquired Company, and such financial statements present fairly the consolidated financial position of the Covenantor and the Acquired Company, respectively, in accordance with GAAP, as of the date thereof and for the financial periods then ended. All financial statements of the Covenantor or each Borrower, as the case may be, which have been or will be delivered to the Administrative Agent pursuant to Section 8.1 present fairly, or will present fairly, as the case may be, the consolidated financial position of the Covenantor and its subsidiaries or the Borrowers and their respective subsidiaries, as the case may be, in accordance with GAAP (except, in the case of unaudited financial statements, for exceptions which are customary for purposes of interim financial reporting and normal year end audit adjustments), as of the dates thereof and for the financial periods then ended.

Changes. Since the later of December 31, 2022 and the date to which and as at which the most recent financial statements delivered to the Administrative Agent pursuant to this Agreement have been prepared there has occurred no event which has had a Material Adverse Effect or which would reasonably be expected to have a Material Adverse Effect, except as previously disclosed by the Covenantor to the Administrative Agent in writing.

Debt. All payment obligations of the Covenantor, the Borrowers or any of them and any Designated Subsidiary Guarantor hereunder or under any Designated Subsidiary Guarantee (including of the Covenantor under the Guarantee in Article 12 hereof and of each Borrower on a joint and several basis for the obligations of each other Borrower hereunder and of each Designated Subsidiary under its Designated Subsidiary Guarantee), rank at least pari passu in right of payment with the other unsecured and unsubordinated Debt for Borrowed Money of the Borrowers or any of them, the Covenantor and any Designated Subsidiary Guarantor, as the case may be, (except for such claims as are preferred by operation of law).

Contractual Restrictions. There are no contractual restrictions with any Person at Arm’s Length to the Covenantor, the Borrowers and each Designated Subsidiary on the declaration of dividends or distributions by any Designated Subsidiary which would reasonably be expected to have a Material Adverse Effect.

Anti-Corruption Laws and Sanctions.

None of the Borrowers or the Designated Subsidiaries is a Sanctioned Person or permanently located, organized or ordinarily resident in a Sanctioned Country;

No part of the proceeds of an Accommodation will be knowingly (as determined at the date of such Borrowing or Drawing, as applicable) used (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 known by a Borrower to be in violation of any Anti-Corruption Laws, except to the extent that any such violation would not have a Material Adverse Effect or adversely affect the Administrative Agent or any Lender in any material respect, (B) for the purpose of funding, financing or facilitating any activities or, business or transaction of or with any Person known to a Borrower to be a Sanctioned Person, or in any country known to a Borrower to be a Sanctioned Country, or (C) in any manner that would result in the violation of any Sanctions applicable to a Borrower or the Designated Subsidiaries, except to the extent that any such violation would not have a Material Adverse Effect or adversely affect the Administrative Agent or any Lender in any material respect; and

Where used in this Section 7.1(n), references to “knowingly” or “known” means the actual knowledge of the president, chief executive officer, chief financial officer or treasurer of the Borrower.

Survival of Representations and Warranties

Affirmative Covenants

Financial Reporting. Deliver to the Administrative Agent with sufficient copies for each of the Lenders and the Administrative Agent:

subject as hereinafter provided, as soon as practicable and in any event within forty-five (45) days after the end of each Financial Quarter of each Financial Year (except for the last Financial Quarter of each Financial Year), the unaudited interim consolidated financial statements of the Covenantor for such period (and for the year to date) consisting of at least a balance sheet, and statements of earnings, retained earnings and changes in financial position prepared in accordance with GAAP (except for exceptions which are customary for purposes of interim financial reporting and normal year end audit adjustments) with comparative figures for the corresponding period in the preceding Financial Year;

subject as hereinafter provided, as soon as practicable and in any event within ninety (90) days after the end of each Financial Year, the audited annual consolidated financial statements for such Financial Year for the Covenantor consisting of at least a balance sheet and statements of earnings, retained earnings and changes in financial position in reasonable detail and accompanied by an auditor’s report, which report shall not be subject to an Impermissible Qualification;

as soon as practicable and in any event within forty-five (45) days after the end of each Financial Quarter of each Financial Year (except for the last Financial Quarter of any Financial Year, in which case within 90 days after the end of such Financial Quarter), a certificate of a senior officer of the Covenantor calculating the Financial Covenant as at the end of such Financial Quarter or such Financial Year and certifying no Default or Event of Default has occurred and is continuing;

forthwith upon sending of same to the Covenantor’s shareholders, copies of all reports, financial statements, proxy circulars and other information sent by the Covenantor to such shareholders; and

forthwith upon filing of same, copies of all material change reports filed by the Covenantor with securities regulatory authorities;

Additional Reporting Requirements. Deliver to the Administrative Agent (with sufficient copies for each of the Lenders and the Administrative Agent):

as soon as practicable, and in any event within ten (10) days after a senior officer of the Covenantor or a Borrower has knowledge of the occurrence of each Default or Event of Default, a statement of the chief financial officer or treasurer of CPRC or any other officer acceptable to the Administrative Agent setting forth the details of the Default or Event of Default and the action which the Covenantor and the Borrowers propose to take or have taken;

promptly in writing a notice of any previously undisclosed actions, suits, arbitrations or proceedings pending, taken or threatened before or by any Governmental Entity or other Person against the Covenantor or any of its subsidiaries which if determined adversely to the interests of any of them would have a Material Adverse Effect; and

promptly in writing a notice of any change in the debt rating assigned to CPRC’s senior unsecured and unsubordinated Debt for Borrowed Money by S&P or ▇▇▇▇▇’▇.

Corporate Existence. Except as otherwise permitted in this Agreement, preserve and maintain, and cause the Designated Subsidiaries to preserve and maintain, its and their respective corporate existence, in each case where failure to do so would reasonably be expected to have a Material Adverse Effect.

Compliance with Laws, etc. Comply, and cause each Designated Subsidiary to comply, with the requirements of all applicable Laws, non compliance with which would reasonably be expected to have a Material Adverse Effect.

Maintenance of Properties, etc. Maintain and preserve, and cause the Designated Subsidiaries to maintain and preserve, all of its and their respective Assets used or useful in its and their respective businesses in good repair, working order and condition (reasonable wear and tear excepted), where failure to maintain or preserve the properties in that state would reasonably be expected to have a Material Adverse Effect.

Insurance. Insure and keep insured, and cause the Designated Subsidiaries to insure and keep insured, its and their respective Assets, which are of an insurable nature, against such risks, in such amount and in such manner as is usual in the case of corporations similarly situated and operating generally similar Assets and with such reputable insurance companies or associations as it may select; provided that the Covenantor, each Borrower and each Designated Subsidiary may from time to time adopt other methods or plans of protection, including self-insurance, against risks in substitution or partial substitution for the aforesaid insurance.

Access to Information. Subject to the next following sentence, at the request of the Administrative Agent, provide to the Administrative Agent such information in respect of the Covenantor and its subsidiaries as may be reasonably requested by the Administrative Agent. Neither the Covenantor nor the Borrowers shall be required to provide the Administrative Agent or the Lenders, as the case may be, with information under this Section 8.1(g) which is price or commercially sensitive or which it is prohibited by contract or Law to do so or which would require the Covenantor or any of its Subsidiaries to make a securities filing or press release in order to comply with securities disclosure rules as a result of such disclosure to the Lenders.

Payment of Taxes. Pay, on or before the date for payment thereof all taxes, assessments and governmental charges or levies imposed upon the Covenantor, any Borrower or any Designated Subsidiary or upon its or their Assets, in each case, the non-payment of which would have a Material Adverse Effect, except any such tax, assessment, governmental charge or levy which is being contested in good faith and by proper proceedings and as to which appropriate reserves have been established in accordance with GAAP, or which is a Permitted Lien.

Ownership. Ensure that more than 50% of the economic and voting rights associated with all of the outstanding capital stock of each of the Designated Subsidiaries are owned and controlled, directly or indirectly, by the Covenantor.

Anti-Corruption Laws and Sanctions. Maintain in effect and enforce procedures to ensure compliance by each Borrower with its representation and warranty in Section 7.1(n)(ii) in respect of any requested Borrowing or Drawing.

Negative Covenants

Liens. Create, incur, assume or permit to exist, or permit any Designated Subsidiary to create, incur, assume or permit to exist, any Lien (other than Permitted Liens) on any of its or their Assets securing Debt for Borrowed Money, unless, at the same time or as soon as reasonably practicable thereafter, it secures or causes to be secured equally and rateably with such Debt for Borrowed Money any Accommodations Outstanding and interest, if any, thereon.

Mergers, Etc. Enter into or permit any Designated Subsidiary to enter into any merger or consolidation with any other Person unless:

such Person is a wholly-owned Subsidiary of the Covenantor, a Borrower or a Designated Subsidiary, as the case may be, and, in the case of a Borrower, the surviving Person is not a non-resident of Canada for purposes of the Income Tax Act (Canada); or

in the case of the Covenantor, a Borrower or a Designated Subsidiary Guarantor:

the surviving Person assumes, by operation of law or amendment hereto, all of the obligations of the Covenantor or the applicable Borrower or the applicable Designated Subsidiary Guarantor, as applicable, under the Credit Documents, including any covenants therein;

the surviving Person or the Covenantor, another Borrower or a Designated Subsidiary operates a railway and is organized under the laws of Canada or any province of Canada;

the senior unsecured and unsubordinated Debt for Borrowed Money of CPRC or the surviving Person to CPRC, as the case may be, shall have an external debt rating of at least the lesser of:

BBB- by S&P, Baa3 by ▇▇▇▇▇’▇ or BBB(low) from DBRS; and

the external senior debt rating assigned to the senior unsecured and unsubordinated Debt for Borrowed Money of CPRC immediately prior to the announcement of such merger or consolidation;

the Assets of the surviving Person shall not be subject to any Liens other than Permitted Liens and Liens not prohibited under Section 8.2(a); and

the surviving person, in the case of the Covenantor or a Borrower, is not a non-resident of Canada for purposes of the Income Tax Act (Canada);

in the case of any Designated Subsidiary, other than a Designated Subsidiary Guarantor, after giving effect to such event, the senior unsecured and unsubordinated Debt for Borrowed Money of CPRC shall have an external debt rating of at least the lesser of:

BBB- by S&P, Baa3 by ▇▇▇▇▇’▇ or BBB(low) from DBRS; and

the external debt rating assigned to the senior unsecured and unsubordinated Debt for Borrowed Money of CPRC immediately prior to the announcement of such merger or consolidation; and

in all cases, no Default or Event of Default will remain in effect immediately after such merger or consolidation.

Use of Proceeds. Unless it has complied with Section 6.5, use or permit the use of the proceeds of any Accommodation, directly or indirectly, to finance any Takeover.

Disposal of Assets. Dispose of or permit any Designated Subsidiary to Dispose of, any Asset to any Person, other than Permitted Dispositions.

Change in Business. Make any material change in the nature of the Business, or permit a Borrower or any Designated Subsidiary to make any material change in the nature of the Business which would result in the principal business of the Covenantor, the Borrowers and the Designated Subsidiaries, taken as a whole, not being the operation of one or more railway companies in Canada within the meaning of the Canadian Transportation Act and one or more railway companies in the United States within the meaning of comparable legislation in the United States.

Receivables Programs. Permit the aggregate of the purchase prices paid to the Covenantor, the Borrowers and the Designated Subsidiaries under the outstanding programs of the Covenantor, the Borrowers and the Designated Subsidiaries for the securitization of accounts receivable to exceed, at any time, Cdn. $500,000,000.

Covenantor, Borrowers and Designated Subsidiary Property. Permit, for a period of more than forty-five (45) days after the last day of the first three (3) Financial Quarters of the Financial Year or for a period of more than ninety (90) days after the last day of the Financial Year, an amount equal to:

the aggregate of the total assets of the Covenantor, the Borrowers and the Designated Subsidiaries as determined on an unconsolidated basis as of the last day of such Financial Quarter:

after eliminating any investment in Subsidiaries that are not the Borrowers or Designated Subsidiaries; and

by excluding all amounts which, under the definition of Consolidated Assets, are excluded in determining the Consolidated Assets of the Covenantor reported on a consolidated basis; less

the aggregate principal amount of Subsidiary Debt and Non-Recourse Debt; as of the last day of such Financial Quarter to be less than seventy-five percent (75%) of the Consolidated Assets of the Covenantor, as shown on the most recent consolidated balance sheet delivered to the Administrative Agent pursuant to Section 8.1(a)(i) or 8.1(a)(ii), as applicable, and as determined as of the last day of such Financial Quarter and in accordance with GAAP to the extent relevant; provided that at all times prior to April 14, 2023, the asset value associated with the Acquired Business (and for certainty, the debt of the Acquired Business) shall be disregarded for purposes of determining compliance with this Section 8.2(g).

Financial Covenant

Events of Default

a Borrower fails to pay any amount of the Accommodations Outstanding (other than a Swingline Advance) when due and payable; or

a Borrower fails to pay any Swingline Advance when due and payable and such failure remains unremedied for a period of one (1) Business Day following written notice of such failure by the Administrative Agent to the Borrowers;

a Borrower fails to pay any interest or Fees when due and payable and such failure remains unremedied for a period of five (5) Business Days following written notice of such failure by the Administrative Agent to the Borrowers;

the Covenantor fails to perform, observe or comply with any of the covenants contained in Section 8.3 and such failure remains unremedied for thirty (30) Business Days following written notice of such failure by the Administrative Agent to the Borrowers;

any representation or warranty hereunder shall prove to have been inaccurate in any material respect when made or deemed to be made and, if and to the extent such inaccuracy is capable of being remedied, such inaccuracy remains unremedied for thirty (30) Business Days following written notice of such inaccuracy by the Administrative Agent to the Borrowers;

the Covenantor, a Borrower or a Designated Subsidiary Guarantor fails to perform, observe or comply with any other term, covenant or agreement contained in any Credit Document to which it is a party and, except in the case of Section 8.2(g) in which case no cure period shall be applicable, such failure remains unremedied for thirty (30) Business Days following written notice of such failure by the Administrative Agent to the Covenantor, the Borrowers and the applicable Designated Subsidiary Guarantor or, if such failure is curable, such longer period not exceeding ninety (90) days as is reasonably required to remedy such failure;

(i)the Covenantor, a Borrower or any Designated Subsidiary fails to pay the principal of any of its Debt for Borrowed Money (excluding Debt under this Agreement and Non-Recourse Debt) which is outstanding in an aggregate principal amount exceeding the greater of Cdn. $150,000,000 and an amount equal to 2% of Consolidated Equity (or the Equivalent Amount in any other currency) (“Relevant Debt”) when such amount becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure continues after the applicable grace period, if any, specified in the agreement or instrument relating to such Relevant Debt without waiver of such failure by the holder of such Relevant Debt on or before the expiration of such period; or

any other event occurs or condition exists (including a failure to pay the premium or interest on such Relevant Debt) and continues after the applicable grace period, if any, specified in any agreement or instrument relating to any such Relevant Debt without waiver of such failure by the holder of such Relevant Debt on or before the expiration of such period, if the effect of such event is to accelerate such Relevant Debt;

any final judgment or order (subject to no further right of appeal) for the payment of money aggregating in excess of the greater of Cdn. $150,000,000 and an amount equal to 2% of Consolidated Equity (or the Equivalent Amount in any other currency) shall be rendered against the Covenantor, a Borrower or any Designated Subsidiary in respect of which enforcement proceedings have been commenced and such proceedings have not been effectively stayed and such Person has not paid or settled such judgment or order within thirty (30) days after enforcement proceedings have been commenced (provided that the foregoing shall not apply to any judgment in respect of Non-Recourse Debt which is enforced solely against the assets securing the same);

the Covenantor, a Borrower or any Designated Subsidiary:

becomes insolvent or generally unable to pay its debts as they become due;

admits in writing its inability to pay its debts generally or makes a general assignment for the benefit of creditors;

institutes or has instituted against it any proceeding involving or affecting its creditors seeking (x) to adjudicate it a bankrupt or insolvent, (y) liquidation, winding-up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts, in each case, under any law relating to bankruptcy, insolvency, reorganization or relief of debtors including any plan of compromise or arrangement or other corporate proceeding relating thereto, or (z) the entry of an order for relief or the appointment of a receiver,

trustee or other similar official for it or for any material portion of its properties and assets, and in the case of any such proceeding instituted against it (but not instituted by it), either such Person fails to diligently and actively oppose such proceeding, or any of the relief sought in such proceeding (including the entry of an order for relief against it or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its properties and assets) is given; or

takes any corporate action to authorize any of the above actions;

the Covenantor (or any Affiliate) shall cease to own, directly or indirectly, 100% of the issued and outstanding shares of each of the Borrowers (unless as a result of a transaction permitted pursuant to Section 8.2(b)); or

the validity of Article 11 or the applicability thereof to the Accommodations or any other obligations purported to be guaranteed thereby or any part thereof shall be disaffirmed by the Covenantor;

Remedies Upon Default

Upon a declaration that the Accommodations Outstanding are immediately due and payable pursuant to Section 9.1, the Administrative Agent shall at the request of, or may with the consent of, the Majority Lenders, commence such legal action or proceedings as the Majority Lenders, in their sole discretion, deem expedient, including, the commencement of enforcement proceedings under the Credit Documents all without any additional notice, presentation, demand, protest, notice of dishonour, entering into of possession of any property or assets, or any other action or notice, all of which are expressly waived by the Covenantor and each of the Borrowers. All amounts received by the Administrative Agent following any declaration as provided for in this Section 9.2(a) shall be applied by the Administrative Agent to pay any expenses incurred by it and then to the Accommodations Outstanding and all other amounts owing to the Lenders under the Credit Facilities based on the rateable share of the Accommodations Outstanding to each Lender to the Accommodations Outstanding under the Credit Facilities.

The rights and remedies of the Administrative Agent and the Lenders under the Credit Documents are cumulative and are in addition to, and not in substitution for, any other rights or remedies. Nothing contained in the Credit Documents with respect to the indebtedness or liability of the Covenantor and the Borrowers or any of them to the Administrative Agent and the Lenders, nor any act or omission of the Administrative Agent or the Lenders with respect to the Credit Documents shall in any way prejudice or affect the rights, remedies and powers of the Administrative Agent and the Lenders under the Credit Documents.

Appointment and Authority

Rights as a Lender

Exculpatory Provisions

The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Credit Documents. Without limiting the generality of the foregoing, the Administrative Agent:

shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing;

shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Credit Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Lenders (or such other number or percentage of the Lenders as shall be expressly provided for in the Credit Documents), but the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Credit Document or applicable Law; and

shall not, except as expressly set forth herein and in the other Credit Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers or the Covenantor or any of their Affiliates that is communicated to or obtained by the person serving as the Administrative Agent or any of its Affiliates in any capacity.

The Administrative Agent shall not be liable for any action taken or not taken by it:

with the consent or at the request of the applicable Majority Lenders (or such other number or percentage of the Lenders as is necessary, or as the Administrative Agent believes in good faith is necessary, under the provisions of the Credit Documents); or

in the absence of its own gross negligence or wilful misconduct.

Except as otherwise expressly specified in this Agreement, the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into:

any statement, warranty or representation made in or in connection with this Agreement or any other Credit Document;

the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith;

the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default;

the validity, enforceability, effectiveness or genuineness of this Agreement, any other Credit Document or any other agreement, instrument or document or

the satisfaction of any condition specified in this Agreement, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Reliance by Administrative Agent

Indemnification of Administrative Agent

Delegation of Duties

Replacement of Administrative Agent

The Administrative Agent may at any time give notice of its resignation to the Lenders, the 5 Year Fronting Documentary Credit Lenders, the 5 Year Swingline Lenders and the Borrowers. Upon receipt of any such notice of resignation, the Majority Lenders shall have the right to appoint a successor, which shall be a Lender having an office in Toronto, Ontario or Montreal, Quebec, or an Affiliate of any such Lender with an office in Toronto or Montreal acceptable to the Borrowers, acting reasonably. The Administrative Agent may also be removed at any time by the Majority Lenders upon thirty (30) days’ notice to the Administrative Agent and the Borrowers as long as the Majority Lenders, in consultation with the Borrowers, appoint and obtain the acceptance of a successor within such thirty (30) days, which shall be a Lender having an office in Toronto or Montreal, or an Affiliate of any such Lender with an office in Toronto or Montreal acceptable to the Borrowers, acting reasonably.

If no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications specified in Section 10.7(a), provided that if the Administrative Agent shall notify the Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and:

the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Credit Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed); and

all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Majority Lenders appoint a successor Administrative Agent as provided for in Section 10.7(a).

Upon a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the former Administrative Agent, and the former Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided in the preceding paragraph). The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the termination of the service of the former Administrative Agent, the provisions of this Article 10 and of Section 12.6(a) shall continue in effect for the benefit of such former Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the former Administrative Agent was acting as Administrative Agent.

Non-Reliance on Administrative Agent and Other Lenders

Collective Action of the Lenders

Sharing of Payments by ▇▇▇▇▇▇▇

notify the Administrative Agent of such fact; and

purchase (for cash at face value) participations in the Accommodations Outstanding under the applicable Credit Facilities and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders rateably in accordance with the aggregate amount of principal of and accrued interest on their respective Accommodations Outstanding under the applicable Credit Facilities and other amounts owing them, provided that:

if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest,

the provisions of this Section 10.10 shall not be construed to apply to (x) any payment made by any Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Accommodations Outstanding under the applicable Credit Facilities to any assignee or participant; and

the provisions of this Section 10.10 shall not be construed to apply to (w) any payment made while no Event of Default has occurred and is continuing in respect of obligations of the Borrowers to such Lender that do not arise under or in connection with the Credit Documents, (x) any payment made in respect of an obligation that is secured by a Permitted Lien or that is otherwise entitled to priority over the Borrowers’ obligations under or in connection with the Credit Documents, (y) any reduction arising from an amount owing to a Borrower upon the termination of derivatives entered into between such Borrower and such Lender, or (z) any payment to which such Lender is entitled as a result of any form of credit protection obtained by such Lender.