U.S. $500,000,000 TERM CREDIT FACILITY CANADIAN PACIFIC RAILWAY COMPANY as Borrower - and - CANADIAN PACIFIC RAILWAY LIMITED as Covenantor - and - THE FINANCIAL INSTITUTIONS IDENTIFIED ON THE SIGNATURE PAGES HERETO OR WHICH HEREAFTER BECOME LENDERS as...

ARTICLE 1 INTERPRETATION

1.1

1.2

1.3

1.4

1.5

1.6

1.7

1.8

ARTICLE 2 CREDIT FACILITY

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

ARTICLE 3 ADVANCES

3.1

3.2

3.3

3.4

3.5

ARTICLE 4 BANKERS’ ACCEPTANCES

4.1

4.2

4.3

4.4

4.5

4.6

ARTICLE 5 CONDITIONS OF LENDING

5.1

5.2

5.3

ARTICLE 6 REPRESENTATIONS AND WARRANTIES

6.1

6.2

ARTICLE 7 COVENANTS OF THE COVENANTOR

7.1

7.2

7.3

7.4

7.5

ARTICLE 8 EVENTS OF DEFAULT

8.1

8.2

ARTICLE 9 THE ADMINISTRATIVE AGENT AND THE LENDERS

9.1

9.2

9.3

9.4

9.5

9.6

9.7

9.8

9.9

9.10

9.11

9.12

9.13

9.14

9.15

ARTICLE 10 GUARANTEE

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

10.16

ARTICLE 11 MISCELLANEOUS

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

11.17

11.18

11.19

11.20

11.21

11.22

Schedule 1

Schedule 2

Schedule 3

Schedule 4

Schedule 5

Schedule 6

Schedule 7

Schedule 8

Schedule 9

Defined Terms

an Advance made by a Lender; and

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

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

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

the aggregate principal amount of all outstanding Advances; and

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

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 6 for the Credit Facility; and

Eurodollar Rate Advances or Drawings, the Applicable Margin shall be the margin referred to in the column “Eurodollar Rate Advance/BA Instruments “ in Schedule 6 for the Credit Facility;

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 Borrower or any other Person; and

the Eurodollar Rate for an Interest Period of 1 month in effect on such day plus 50 basis points.

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

in respect of U.S. Dollars, the Borrower’s U.S. Dollar account in respect of the 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 Eurodollar Rate Advance, is also a London Business Day and a day on which banks are not required or authorized to close in New York, New York.

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 Borrower.

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 Moody’s 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 Moody’s 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).

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 Facility 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 Facility 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 Facility 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).

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 Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’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 Borrower, 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 Lender’s obligation to fund an Accommodation hereunder and indicates such position is based on such Lender’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 Borrower, to confirm in writing to the Administrative Agent and the Borrower 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 Borrower, 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 ▇▇▇▇ of exchange, within the meaning of the Bills of Exchange Act (Canada), drawn by the 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 ▇▇▇▇ 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.

if there are any Canadian Prime Rate Advances outstanding, the last Business Day of each calendar month; and

if there are any BA Instruments outstanding, the Drawing Date.

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 the case of the initial Interest Period for such Advance, on the date of such Advance; and

in the case of any subsequent Interest Period for such Advance, on the last day of the immediately preceding Interest Period applicable thereto;

would, in the reasonable opinion of the Administrative Agent, conflict with the repayment provisions set out in Article 2; or

would result in there being outstanding Eurodollar Rate Advances having more than five (5) maturity dates in the same month.

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;

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 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, the 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 Borrower and the Designated Subsidiaries secured by Liens permitted under this paragraph (w) to exceed 15% of Consolidated Equity.

a Lender which is a Bank Act (Canada) Schedule I bank, 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%.

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 the 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 the 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 the Borrower in respect of its financial statements and utilized for purposes of determining such amount,

If the Covenantor or the 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 Borrower or of the Administrative Agent or the Lenders hereunder, the Borrower 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 Borrower or of the Administrative Agent and the Lenders hereunder, written notice of such determination shall be delivered by the Borrower to the Administrative Agent, in the case of a determination by the Borrower, or by the Administrative Agent to the Borrower, 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 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 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 Borrower’s prior accounting policy, as applicable. For the purposes of this Section 1.5, the Covenantor and the Borrower, 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 Borrower, 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 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

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

Incorporation of Schedules

Availability

Each Lender under the Credit Facility, severally agrees, in accordance with the terms and conditions of this Agreement, to make available to the Borrower its rateable portion of Accommodations under the Credit Facility up to the amount of its Lender’s Commitment.

Accommodations shall be made available as:

Advances pursuant to Article 3 under the Credit Facility; and

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

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

Accommodation Notice received from the Borrower and of each applicable Lender’s rateable portion of any Accommodation; and

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

Commitment Limits

The Accommodations Outstanding:

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

from each Lender under the Credit Facility shall not at any time exceed such Lender’s Commitment under the Credit Facility.

The Credit Facility is a non-revolving facility. Any repayment of any Accommodations shall result in a permanent reduction of the Credit Facility to the extent of such repayment. The Commitment of each Lender shall be reduced pro rata in the same proportion that the amount of the reduction of the Credit Facility bears to the amount of the Credit Facility in effect immediately prior to such reduction and the Borrower shall not be entitled to request any further Accommodations in respect of and to the extent of any such repayment.

Use of Proceeds

Mandatory Repayments and Reductions of Commitments

Adjustment for Currency Fluctuations

If the Administrative Agent notifies the Borrower no later than 4:00 p.m. (Toronto time) on the applicable Exchange Rate Determination Date that solely by reason of fluctuations in currency valuation, the Accommodations Outstanding under the Credit Facility exceed 105% of the Commitment under the Credit Facility on any Exchange Rate Determination Date (the amount by which such Accommodations Outstanding exceed 100% of the Commitment under the Credit Facility on such date being the “Excess”), the Borrower shall no later than the third Business Day thereafter:

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

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

repaying Fixed Rate Advances and Drawings under the Credit Facility, as determined by the Borrower; or

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

If, solely due to exchange rate fluctuations, the Accommodations Outstanding under the Credit Facility is, on the applicable Exchange Rate Determination Date, less than the amount of the Commitments (such difference in amounts being the “Deficiency”), the Borrower may, on the next Business Day, request additional Accommodations in Canadian Dollars or U.S. Dollars in amounts up to the amount of the Deficiency (but, under no event or circumstance, to exceed the Commitments) on the date and at the time a Borrowing Notice is given in respect thereof, and the minimum amounts and multiples specified in Schedule 5 shall not apply in respect of such requested Accommodations.

Optional Prepayments

Extension of Facility

The Borrower may, from time to time, request an extension from each Lender (including any then Non-Extending Lender) (each, a “Requested Lender”) of the then current Maturity Date of each such Requested Lender (each, a “Current Maturity Date” and the requested Maturity Date being the “New Maturity Date”) by sending to the Administrative Agent at the Administrative Agent’s Branch of Account a Request for Extension and the Administrative Agent shall forthwith notify the Requested Lenders of such request. Any such request must provide that the New Maturity Date of all Requested Lenders be the same and that the New Maturity Date not exceed 6 months (or such longer term as may be acceptable to all of the Extending Lenders) from the Extension Date. Each Requested 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 Lender does not so advise the Administrative Agent within such thirty (30) day period, such Requested 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 Lenders their decision or deemed decision with regard to the Request for the Extension) advise the Borrower of the Requested Lenders that have agreed to extend the Current Maturity Date (such date being the “Extension Date”).

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

so long as there exists no Event of Default and subject to Section 11.6(c), repay all Accommodations Outstanding and other amounts owing hereunder to any Non-Extending Lender under the Facility at any time prior to the Current Maturity Date of such Non-Extending Lender and upon such payment any Non-Extending Lender shall cease to be a Lender and its Commitment shall be terminated and the Commitment reduced accordingly; or

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

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

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

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

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

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

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

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

the representations and warranties contained in Article 6 are true and correct as if they were made on the date of the request made by the Borrower pursuant to Section 2.7(a), and each extension of the Current 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 Borrower has previously disclosed to the Requested Lenders in writing; and

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

Payments under this Agreement

Unless otherwise expressly provided in this Agreement, the 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 Borrower’s Account not later than 10:00 a.m. (Calgary time) on the date the payment is due. The 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 Borrower under the Credit Facility by crediting the Borrower’s Account (or causing the 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.

The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender by the 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 Borrower’s Accounts with the Administrative Agent.

If and whenever from time to time the Borrower intends to repay any Floating Rate Advance or any Fixed Rate Advance or Drawing which would otherwise become a Floating Rate Advance on the date of payment pursuant to Section 3.2(b) or Section 4.5(b), the 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 8 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 8.

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 Credit Facility to each Lender under the Credit Facility in accordance with such Lender’s rateable share thereof in accordance with Section 1.7.

Repayments and prepayments applied by the Administrative Agent pursuant to Section 2.9(a) shall:

be applied to the payment of any Floating Rate Advance (including any Fixed Rate Advance or Drawing which would otherwise become a Floating Rate Advance on the date of payment pursuant to Section 3.2(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 Fixed Rate Advances or Drawings on the next maturity date for such Fixed Rate Advances or Drawings, as the case may be, or (z) at the option of the Borrower and, if applicable, upon payment of any amount contemplated by Section 11.6(c), be applied immediately to the repayment of Fixed Rate Advances or Drawings, as the case may be.

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

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

second, in reduction of the Borrower’s obligations to pay any claims or losses referred to in Sections 11.6 and 11.8 under the Credit Facility;

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

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

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

sixth, to the 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 the Eurodollar Rate 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 under the 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 6 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 then outstanding on the date of such event.

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

in the case of an increase in the Applicable Margin, the 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 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 by

the quotient obtained by dividing (y) the number of days to maturity remaining in respect of such Drawing by (z) 365 days.

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.

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 10 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 5.1 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 6.1 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 the Borrower to a Lender or Lenders (but not to all of the Lenders) pursuant to Section 11.8;

any Lender or Lenders give(s) notice to the Borrower that amounts are payable by the Borrower to such Lender or Lenders (but not to all of the Lenders) pursuant to Section 11.6(b);

a Lender (or Lenders) is (are) affected by the provisions of Section 3.3, 4.6 or 11.7 but not all Lenders are so affected;

a Lender does not provide its consent or agreement to a request by the Borrower 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 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 2.13(e) in which case written notice may be effective immediately), irrevocably cancel all but not part of the Affected Lender’s Commitment if on or prior to the last day of such notice period the Borrower has 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; 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, 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 2.13(f) hereof;

The Advances

the requested date of the Borrowing;

the Type of Advance requested;

the aggregate amount of the Borrowing; and

in the case of a Fixed Rate Advance, the initial Interest Period.

Conversions and Rollovers Regarding Advances

The Borrower may elect to:

change any Advance, or portion thereof, in each case, in the minimum aggregate amount and in an integral multiple of the amount set forth in Schedule 5 to another Type of Advance or convert an Advance to another Type of Accommodation (y) in the case of a Floating Rate Advance, as of any Business Day, and (z) in the case of a Fixed Rate Advance, as of the last day of the Interest Period applicable to such Fixed Rate Advance, 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 Fixed Rate Advance for a further Interest Period 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 Fixed Rate Advance for a further Interest Period, shall be made on the number of days prior notice specified in Schedule 5 given, in each case, not later than 9:00 a.m. (Calgary time) by the 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 Borrower. If the Borrower fails to deliver an Interest Rate Election to the Administrative Agent for any Fixed Rate Advance under the Credit Facility as provided in this Section 3.2, such Fixed Rate Advance shall be converted (as of the last day of the applicable Interest Period) to and be outstanding as a Base Rate (Canada) Advance. The Borrower shall not select an Interest Period which conflicts with the definition of Interest Period in Section 1.1.

Market Disruption Respecting Libor Loans

If at any time subsequent to the Borrower giving the Borrowing Notice or an Interest Rate Election to the Administrative Agent with regard to any requested Eurodollar Rate Advance:

the Administrative Agent (acting reasonably) determines that by reason of circumstances affecting the London interbank market, adequate and fair means do not exist for ascertaining the rate of interest with respect to, or deposits are not available in sufficient amounts in the ordinary course of business at the rate determined hereunder to fund, a requested Eurodollar Rate Advance during the ensuing Interest Period selected;

the Administrative Agent (acting reasonably) determines that the making or continuing of the requested Eurodollar Rate Advance by the Lenders under the Credit Facility has been made impracticable by the occurrence of an event which materially adversely affects the London interbank market generally; or

the Administrative Agent is advised by Lenders under the Credit Facility holding at least 35% of the Commitment under the Credit Facility by written notice (each, a “Lender Eurodollar Suspension Notice”), such notice to be received by the Administrative Agent no later than 12:00 noon (Calgary time) on the third Business Day prior to the date of the requested change or conversion of an Advance, as applicable, that such Lenders have determined (acting reasonably) that the Eurodollar Rate will not or does not adequately reflect the effective cost of funds to such Lenders of U.S. Dollar deposits in such market for the relevant Interest Period,

Benchmark Replacement:

Eurodollar Rate Replacement:

On March 5, 2021 the Financial Conduct Authority (“FCA”), the regulatory supervisor of Eurodollar Rate’s administrator (“IBA”), announced in a public statement the future cessation or loss of representativeness of overnight, 1-month, 3-month, 6-month and 12-month Eurodollar Rate tenor settings. On the earlier of (I) the date that all Available Tenors of Eurodollar Rate have either permanently

Notwithstanding anything to the contrary herein or in any other Credit Document, if a Term SOFR Transition Event and the Term SOFR Transition Time have occurred prior to any setting of the then-current Benchmark and a subsequent Benchmark Transition Event has not occurred, then the applicable Benchmark Replacement in subparagraph (a) of the definition thereof will replace the then-current Benchmark for all purposes hereunder or under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document;

Replacing Future Benchmarks: Subject to Section 3.3(b)(i)(B), 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. (Calgary time) on the fifth 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 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, the Borrower may revoke any request for a conversion to or continuation of Accommodations to be made, converted or continued that would bear interest by reference to such Benchmark until the Borrower’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrower will be deemed to have converted any such request into a request for a conversion to Base Rate (Canada) Advance. During the period referenced in the foregoing sentence, the component of Base Rate (Canada) based upon the Benchmark will not be used in any determination of the Base Rate (Canada);

Benchmark Replacement Conforming Changes: In connection with the implementation and administration of a Benchmark Replacement (including, for the avoidance of doubt, in connection with the occurrence of a Term SOFR Transition Event), the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement;

Notices; Standards for Decisions and Determinations: The Administrative Agent will promptly notify the Borrower and the Lenders of (A) the implementation of any Benchmark Replacement, (C) the occurrence of a Term SOFR Transition Event and (C) the effectiveness of any Benchmark Replacement Conforming Changes. 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 3.3(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, 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 hereto, except, in each case, as expressly required pursuant to this Section 3.3(b);

Unavailability of Tenor of Benchmark: At any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or Eurodollar Rate), then the Administrative Agent may remove any tenor of such Benchmark that is unavailable or non-representative for Benchmark (including Benchmark Replacement) settings and (ii) the Administrative Agent may reinstate any such previously removed tenor for Benchmark (including Benchmark Replacement) settings; and

No Liability of the Administrative Agent: The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to the rates in the definition of “Eurodollar Rate” or with respect to any rate that is an alternative or replacement for or successor to any such rate (including any Benchmark Replacement) or the effect of any of the foregoing or of any Benchmark Replacement Conforming Changes.

As used in this Section 3.3(b), the following terms have the following meanings:

For purposes of Section 3.3(b)(i)(A), the first alternative set forth below that can be determined by the Administrative Agent:

the sum of: (A) Term SOFR and (B) 0.11448% (11.448 basis points) for an Available Tenor of one-month’s duration, 0.26161% (26.161 basis points) for an Available Tenor of three-months’ duration, and 0.42826% (42.826 basis points) for an Available Tenor of six-months’ duration, or

the sum of: (A) Daily Simple SOFR and (B) the spread adjustment selected or recommended by the Relevant Governmental Body for the replacement of the tenor of Eurodollar Rate with a SOFR-based rate having approximately the same length as the interest payment period specified in clause (i) of this Section; and

For purposes Section 3.3(b)(ii), the sum of (i) the alternate benchmark rate and (ii) 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 Borrower 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 U.S. dollar-denominated syndicated credit facilities at such time;

a notification by the Administrative Agent to (or the request by the Borrower to the Administrative Agent to notify) each of the other parties hereto that at least five currently outstanding U.S. dollar-denominated syndicated credit facilities at such time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly available for review), and

the joint election by the Administrative Agent and the Borrower to trigger a fallback from Eurodollar Rate and the provision by the Administrative Agent of written notice of such election to the Lenders.

CDOR Rate Discontinuance

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

an interest rate or discount rate is not ascertainable pursuant to the provisions of the definition of “CDOR Rate” and the inability to ascertain such rate is unlikely to be temporary;

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

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

syndicated loans currently being executed, or that include language similar to that contained in this Section 3.4, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the CDOR Rate,

Upon an agreement being reached between the Administrative Agent and the Borrower pursuant to clause (a) above, the Administrative Agent and the Borrower shall enter into an amendment to this Agreement that gives effect to the replacement index rate, spread adjustments and such other related amendments as may be appropriate in the discretion of the Administrative Agent for the implementation and administration of Canadian Dollar loans bearing interest or bankers’ acceptances with discount rates calculated with reference to the replacement index rate. Notwithstanding anything to the contrary in this Agreement (including Section 11.1) or any other Credit Document, such amendment shall become effective at 5:00 p.m. (Calgary time) on the fifth Business Day after a copy of the amendment is provided to the Lenders and without any further action or consent of any other party to this Agreement, unless the Administrative Agent receives, on or before such date and time, a written notice from the Majority Lenders stating that such Lenders object to such amendment.

Selection of the replacement index rate, spread adjustments, and all other related amendments to this Agreement contemplated by this Section shall give due consideration to the prevailing market practice for: (i) determining a rate of interest applicable to newly originated Canadian Dollar loans made in Canada at such time and for determining the discount rate for Canadian Dollar bankers’ acceptances issued and accepted in Canada at such time, and (ii) transitioning existing loans and bankers’ acceptances from CDOR Rate-based rates to loans bearing interest and bankers’ acceptances with discount rates calculated with reference to the new reference index rate.

Until an amendment reflecting the transition to such a new reference index rate becomes effective as contemplated by this Section, the discount rate applicable to each Advance, conversion or rollover of a Bankers’ Acceptance, Draft or BA Equivalent Note shall continue to be calculated with reference to the CDOR Rate; provided that if the Administrative Agent determines (which determination shall be conclusive, absent manifest error) that a CDOR Discontinuation Date has occurred, then following the CDOR Discontinuation Date, until such time as an amending agreement adopting such a new reference index rate becomes effective as contemplated by this Section:

any requested Advance by way of, conversion into, or rollover of, a Bankers’ Acceptance, Draft or a BA Equivalent Note under the Credit Facility shall be deemed to be a request for a Canadian Prime Rate Advance in the same principal amount under the same Credit Facility; and

in respect of a maturing Bankers’ Acceptance, Draft or BA Equivalent Note under the Credit Facility, in the event the Borrower fails to give, if applicable, an Interest Rate Election with respect thereto specifying the conversion of such Bankers’ Acceptance, Draft or BA Equivalent Note on the maturity date thereof into an Advance other than a Bankers’ Acceptance, Draft or BA Equivalent Note (and provided a valid notice of repayment pursuant to Section 2.8(d) has not been delivered to the Administrative Agent in respect thereof), such maturing Bankers’ Acceptance, Draft or BA Equivalent Note shall be converted on the maturity date thereof into a Canadian Prime Rate Advance under the same Credit Facility as if a valid Interest Rate Election had been given to the Administrative Agent by the Borrower pursuant to the provisions hereof.

Notwithstanding any other provision of the Agreement, if at any time the replacement index rate agreed upon to replace the CDOR Rate shall be less than zero, it shall be deemed to be zero for the purposes of the Agreement.

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

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 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 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.

Eurodollar Rate Advances. If and so long as such Advance is a Eurodollar Rate Advance and subject as provided in the following sentence, at a rate per annum equal at all times during any Interest Period for such Eurodollar Rate Advance to the Eurodollar Rate for such Interest Period plus the Applicable Margin under the 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 Eurodollar Rate Advance becomes due and payable in full pursuant to the provisions hereof.

Acceptances and Drafts

Each Lender 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 Maturity Date in respect of such 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 5 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 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; and

mature and be payable by the Borrower (in common with all other Drafts presented in connection with such Drawing) on a Business Day which occurs approximately one (1) month, two (2) months or three (3) months, at the election of the Borrower (or at such other time as may be agreed to by the Borrower and the applicable Lenders, acting reasonably), after the Drawing Date and, subject to Section 1.7, on or prior to the latest Maturity Date.

Procedure for Drawing

Each Drawing shall be made on notice (a “Drawing Notice”) given by the Borrower to the Administrative Agent not later than 9:00 a.m. (Calgary time) on the number of days’ notice specified in Schedule 5. 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 Borrower and shall specify:

the 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 the Credit Facility shall complete one or more Drafts under the 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 Borrower shall, at the request of any Lender under the Credit Facility, issue one or more non-interest bearing promissory notes under the 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 Lender’s sole discretion.

Presigned Draft Forms

Subject to paragraph (b) of this Section 4.4, in order to enable the Lenders under the Credit Facility to create Bankers’ Acceptances or complete Drafts in the manner specified in this Article 4, the Borrower shall supply each Lender under the Credit Facility with such number of Drafts as it may reasonably request, duly signed and endorsed on behalf of the Borrower. Each Lender under the

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

maintain a record under the 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 Borrower acting reasonably.

Payment, Conversion or Renewal of BA Instruments

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

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

elect to have all or a portion of the Face Amount of such BA Instrument converted to an Advance (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 5) by giving a Borrowing Notice in accordance with Section 3.1; 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 the Borrower fails to pay any BA Instrument under the 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 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 the 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 Borrower, and notifies the Borrower, that there no longer exists an active market for Bankers’ Acceptances and Drafts; or

the Administrative Agent is advised by Lenders under the Credit Facility holding at least 35% of the Commitment under the 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 the Credit Facility shall be suspended until the Administrative Agent determines that the circumstances causing such suspension no longer exist and so notifies the Borrower and the Lenders under the Credit Facility;

any outstanding Drawing Notice requesting a Drawing by way of Bankers’ Acceptances and/or Drafts under the 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 the Credit Facility;

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

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 6.1 are true and correct in all material respects;

a certified copy of:

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

evidence of the corporate authority of the Covenantor and the 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 the Borrower with respect to such matters;

a certificate of an officer of the Covenantor and the 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 the Borrower issued by the appropriate Governmental Entity of the jurisdiction of its incorporation;

favourable opinions of counsel to the Covenantor and the 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; and

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

all fees and other amounts then payable under the Credit Documents shall have been paid in full, including, without limitation, all upfront fees agreed between CPRC and the Administrative Agent.

Accommodations, Rollovers, Conversions and Renewals

if a Default has occurred and is continuing and the Borrower has disclosed that fact to the Administrative Agent or the Lenders in writing, the Borrower may request an Accommodation, a rollover, a conversion, a renewal or a replacement (and will not be deemed to have represented that no Default has occurred and is continuing) provided that in such circumstances the Borrower will not be entitled to request an Accommodation, make an Interest Rate Election (in the case of a Fixed Rate Advance) or 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, the Borrower may not request an Accommodation, a rollover, a conversion, a renewal or a replacement without the prior consent of the Majority Lenders and each Fixed Rate Advance 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 otherwise agree.

No Waiver

Representations and Warranties

Incorporation and Qualification. The Covenantor, the Borrower and each Designated Subsidiary is a corporation duly incorporated, continued or amalgamated, as the case may be, and validly existing under the laws of its jurisdiction of incorporation, 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, the 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, the 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 material contractual restriction binding on or affecting it or its Assets; or

any material 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 Borrower 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, the 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 Borrower or, if applicable, any Designated Subsidiary, is a party have been duly executed and delivered by each of the Covenantor, the Borrower 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 Borrower 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, the 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, the Borrower and each Designated Subsidiary are free and clear of any Lien except for Permitted Liens and Liens not prohibited by Section 7.2(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, the 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 Borrower 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.

Financial Condition. The Covenantor has delivered to the Administrative Agent a true and complete copy of its audited year-end consolidated financial statements as at December 31, 2020 and its unaudited consolidated financial statements for the Financial Quarter ended June 30, 2021 and such financial statements present fairly the consolidated financial position of the Covenantor, in accordance with GAAP, as of the date thereof and for the financial periods then ended. All financial statements of the Covenantor or the Borrower, as the case may be, which have been or will be delivered to the Administrative Agent pursuant to Section 7.1 present fairly, or will present fairly, as the case may be, the consolidated financial position of the Covenantor and its subsidiaries or the Borrower 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 June 30, 2021 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 Borrower and any Designated Subsidiary Guarantor hereunder or under any Designated Subsidiary Guarantee (including of the Covenantor under the Guarantee in Article 10 hereof 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 Borrower, 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 Borrower 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 Borrower 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 the 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 the Borrower to be a Sanctioned Person, or in any country known to the Borrower to be a Sanctioned Country, or (C) in any manner that would result in the violation of any Sanctions applicable to the 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 6.1(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 the 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 Borrower 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, the 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 Borrower shall be required to provide the Administrative Agent or the Lenders, as the case may be, with information under this Section 7.1(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, the 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 the Borrower with its representation and warranty in Section 6.1(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, the Borrower or a Designated Subsidiary, as the case may be, and, in the case of the 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, the 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 Borrower or the applicable Designated Subsidiary Guarantor, as applicable, under the Credit Documents, including any covenants therein;

the surviving Person or the Covenantor 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 7.2(a); and

the surviving person, in the case of the Covenantor or the 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.

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 the 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 Borrower 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 Borrower and the Designated Subsidiaries under the outstanding programs of the Covenantor, the Borrower and the Designated Subsidiaries for the securitization of accounts receivable to exceed, at any time, Cdn. $500,000,000.

Covenantor, the Borrower 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 Borrower 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 Borrower 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;

Financial Covenant

Most Favored Lender

If the amended and restated credit agreement dated September 27, 2019 (as amended from time to time) between the Borrower, the Covenantor, Royal Bank of Canada, as administrative agent, and certain lenders party thereto from time to time (the “Revolving Credit Agreement”) shall be amended, modified or supplemented after the Effective Date, whether directly or indirectly (an “Amendment”), and the effect of such Amendment shall be to impose on the Borrower, the Covenantor or any Designated Subsidiary (collectively for this Section 7.4, the “Borrower Parties”) (i) any one or more covenants similar to, or new covenants generally consistent with, any of the covenants in Article 7 (other than this Section 7.4), (ii) additional events of default different from the subject matter of any Default or Event of Default contained in Section 8.1, or (iii) changes in the applicable pricing margin, that are, in each case, more favorable to the lenders under the Revolving Credit Agreement than those which exist in the Revolving Credit Agreements as of the Effective Date (or events of default that are more burdensome on the Borrower Parties than those that exist in the Revolving Credit Agreement as of the Effective Date) (any such covenant, event of default or change in pricing being referred to herein as, a “More Favorable Provision”), then such More Favorable Provision shall be automatically incorporated in this Agreement as if set forth fully therein, mutatis mutandis, and shall be effective as of the date such More Favorable Provision becomes effective in the Revolving Credit Agreement (the “Amendment Effective Date”), as the case may be. Thereafter, such More Favorable Provision may only be amended in accordance with the provisions of this Agreement. The Borrower will provide the Administrative Agent with copies of the Revolving Credit Agreement prior to or forthwith after the effective date thereof and all amendments thereto prior to or forthwith after the effective date thereof.

If the Administrative Agent, on behalf of the Majority Lenders, gives written notice to the Borrower within 30 days after receipt of the copies of the Amendment from the Borrower, objecting to the inclusion of such More Favorable Provision in this Agreement, such More Favorable Provision shall not be incorporated in this Agreement, with retroactive effect to the Amendment Effective Date.

Upon the written request of the Administrative Agent, the Borrower and the Covenantor, and the Administrative Agent shall enter into an amendment of this Agreement to reflect the inclusion of the More Favorable Provision.

The Borrower and the Covenantor shall cause each Subsidiary that after the Effective Date (i) becomes a guarantor under the Revolving Credit Agreement and/or (ii) grants in favour of the agent and the lenders under the Revolving Credit Agreement, any Lien to secure its respective obligations, liabilities and indebtedness under the Revolving Credit Agreement (except a Lien granted in connection with any cash collateralization arrangements effected pursuant to the terms of the Revolving Credit Agreement), to concurrently therewith, enter into and become a party to a Designated Subsidiary Guarantee (if, for complete certainty, such Subsidiary is a guarantor under the Revolving Credit Agreement) and/or to grant a substantially similar Lien to the Administrative Agent and Lenders hereunder, as applicable, together with customary legal opinions and evidence of corporate existence and due authorization and other documents required by Section 2.12(b).

Acquisition Consent

Events of Default

the Borrower fails to pay any amount of the Accommodations Outstanding when due and payable;

the 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 Borrower;

the Covenantor fails to perform, observe or comply with any of the covenants contained in Section 7.3 and such failure remains unremedied for thirty (30) Business Days following written notice of such failure by the Administrative Agent to the Borrower;

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) days following written notice of such inaccuracy by the Administrative Agent to the Borrower;

the Covenantor, the 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 7.2(f) in which case no cure period shall be applicable, such failure remains unremedied for thirty (30) days following written notice of such failure by the Administrative Agent to the Covenantor, the Borrower 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;

the Covenantor, the 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, the 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, the 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

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 the Borrower (unless as a result of a transaction permitted pursuant to Section 7.2(b)); or

the validity of Article 10 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 8.1, 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 the Borrower. All amounts received by the Administrative Agent following any declaration as provided for in this Section 8.2(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 Facility based on the rateable share of the Accommodations Outstanding to each Lender to the Accommodations Outstanding under the Credit Facility.

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 Borrower 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 Borrower 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 and the Borrower. 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 Borrower, 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 Borrower as long as the Majority Lenders, in consultation with the Borrower, 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 Borrower, 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 9.7(a), provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and:

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 9.7(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 Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the termination of the service of the former Administrative Agent, the provisions of this Article 9 and of Section 11.6(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 Lenders

notify the Administrative Agent of such fact; and

purchase (for cash at face value) participations in the Accommodations Outstanding under the Credit Facility 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 Credit Facility 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 9.10 shall not be construed to apply to (x) any payment made by the 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 Credit Facility to any assignee or participant; and

the provisions of this Section 9.10 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 Borrower 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 Borrower’ obligations under or in connection with the Credit Documents, (y) any reduction arising from an amount owing to the Borrower upon the termination of derivatives entered into between the 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.

Reliance Upon Administrative Agent

Replacement of BA Reference Lender or Eurodollar Reference Lender

a BA Reference Lender or Eurodollar Reference Lender under the Credit Facility, as the case may be, assigns all of its rights hereunder under the Credit Facility, or otherwise ceases to be a Lender under the Credit Facility or gives notice of its intention to cease being a BA Reference Lender or Eurodollar Reference Lender under the Credit Facility, as the case may be; or

in the opinion of the Administrative Agent (acting reasonably), a BA Reference Lender or Eurodollar Reference Lender under the Credit Facility, as the case may be, is no longer capable of exercising its function as a BA Reference Lender or Eurodollar Reference Lender under the Credit Facility, as the case may be; then, in each case, the Administrative Agent shall, with the prior written consent of the Borrower if prior to an Event of Default, appoint another Lender under the Credit Facility (with the latter’s consent) to act as a BA Reference Lender or Eurodollar Reference Lender, as the case may be, in replacement thereof.

Reference Rate Determinations

The Administrative Agent and Defaulting Lenders

Each Defaulting Lender shall be required to provide to the Administrative Agent cash in an amount, as shall be determined from time to time by the Administrative Agent in its discretion, equal to all obligations of such Defaulting Lender to the Administrative Agent that are owing or may become owing pursuant to this Agreement, including such Defaulting Lender’s obligation to pay its rateable share of any indemnification, reimbursement or expense reimbursement amounts not paid by the Borrower. Such cash shall be held by the Administrative Agent in one or more cash collateral accounts, which accounts shall be in the name of the Administrative Agent and shall not be required to be interest bearing. The Administrative Agent shall be entitled to apply the foregoing cash in accordance with Section 9.14 to amounts owing to the Administrative Agent.

In addition to the indemnity and reimbursement obligations noted in Section 9.5, the Lenders under the Credit Facility agree to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower and without limiting the obligations of the Borrower hereunder) rateably according to their respective rateable share (and in calculating a rateable share of a Lender, ignoring the Commitments of Defaulting Lenders under the Credit Facility) for any amount that a Defaulting Lender fails to pay the Administrative Agent under the Credit Facility and which is due and owing to the Administrative Agent pursuant to Section 9.14. Each Defaulting Lender agrees to indemnify each other Lender for any amounts paid by such Lender and which would otherwise be payable by the Defaulting Lender.

The Administrative Agent shall be entitled to set off any Defaulting Lender’s rateable share of all payments received from the Borrower against such Defaulting Lender’s obligations to make payments and fund Accommodations required to be made by it under the Credit Facility and to purchase participations required to be purchased by it under this Agreement and the other Credit Documents. To the extent permitted by Law, the Administrative Agent shall be entitled to withhold and deposit in one or more non-interest bearing cash collateral accounts in the name of the Administrative Agent all amounts (whether principal, interest, fees or otherwise) received by the Administrative Agent and due to a Defaulting Lender pursuant to this Agreement, for so long as such Lender is a Defaulting Lender, which amounts shall be used by the Administrative Agent:

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

second, to reimburse the Lenders for amounts paid to the Administrative Agent pursuant to the Lenders’ indemnity obligations under Section 9.14(b);

third, to repay on a pro rata basis the incremental portion of any Accommodations made by a Lender under the Credit Facility pursuant to Section 11.9(b) in order to fund a shortfall created by a Defaulting Lender under the Credit Facility and, upon receipt of such repayment, each such Lender shall be deemed to have assigned to the Defaulting Lender such incremental portion of such Accommodations;

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

fifth, to fund from time to time the Defaulting Lender’s rateable share of Borrowings under the Credit Facility.

Erroneous Payments

If the Administrative Agent notifies a Lender, or any Person who has received funds on behalf of a Lender (any such Lender or other recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under the immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted or paid to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Lender shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent in same day funds at the greater of (i) in respect of an Erroneous Payment in U.S. Dollars, the Federal Funds Rate and,

Without limiting the immediately preceding Section 9.15(a), each Lender, or any Person who has received funds on behalf of a Lender, hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender, or other such recipient, otherwise becomes aware was transmitted, paid, or received, in error or by mistake (in whole or in part) in each case:

(A) in the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been made (absent express written confirmation from the Administrative Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and

such Lender shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of such error) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 9.15(b).

Each Lender hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Lender under any Credit Document, or otherwise payable or distributable by the Administrative Agent to such Lender from any source, against any amount due to the Administrative Agent under the immediately preceding Section 9.15(a) or under the indemnification provisions of this Agreement.

In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor by the Administrative Agent in accordance with the immediately preceding Section 9.15(a), from any Lender that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender at any time, (i) such Lender shall be deemed to have assigned its Accommodations Outstanding (but not its Commitments) under the Credit Facility with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Facilities”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Accommodations Outstanding (but not Commitments) of the Erroneous Payment Impacted Facilities, the “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance), and is hereby (together with the Borrower) deemed to execute and deliver an assignment and assumption agreement in the form of Schedule 7 with respect to such Erroneous Payment

The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any indebtedness and liabilities (whether matured or unmatured) of the Borrower outstanding to the Lenders and owed by the Borrower pursuant to the Credit Documents, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from (i) the Borrower or (ii) the proceeds of realization from the enforcement of one or more of the Credit Documents against or in respect of one or more of the Borrower, in each case for the purpose of making such Erroneous Payment.

To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including waiver of any defense based on “discharge for value”, “good consideration” for the Erroneous Payment or change of position by such Payment Recipient, any defense that the intent of the Administrative Agent was that such Payment Recipient retain the Erroneous Payment in all events, or any doctrine or defense similar to any of the foregoing.

Each party’s obligations, agreements and waivers under this Section 9.15 shall survive the resignation or replacement of the Administrative Agent, or any assignment or transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments and/or the repayment, satisfaction or discharge of all indebtedness and liabilities (or any portion thereof) of the Borrower outstanding to the Lenders and owed by the Borrower pursuant to the Credit Documents.

For purposes of this Section 9.15, each Lender:

agrees it is executing and delivering this Agreement with respect to this Section 9.15 both on its own behalf and as agent for and on behalf of any Person receiving funds under the Credit Documents on behalf of such Lender;

represents, warrants, covenants and agrees that any Person receiving funds under the Credit Documents on behalf of such Lender is bound by the provisions of this Section 9.15; and

agrees that any matter or thing done or omitted to be done by such Lender or any Person receiving funds under the Credit Documents on behalf of such Lender which are the subject of this Section 9.15 will be binding upon such Lender and each Lender hereby indemnifies and saves the Administrative Agent and its Affiliates harmless from any and all losses, expenses, claims, demands or other liabilities of the Administrative Agent and its Affiliates resulting from the failure of such Lender or such Persons to comply with their obligations under and in respect of this Section 9.15, in accordance with and subject to the limitations in this Section 9.15.

Guarantee

The Covenantor irrevocably and unconditionally guarantees the due and punctual payment to the Lenders and the Administrative Agent, whether at stated maturity, by acceleration or otherwise, of all present and future debts, liabilities and obligations, direct or indirect, absolute or contingent, of the Borrower to the Lenders and the Administrative Agent or any of them arising pursuant to, or in respect of, the Credit Agreement and the other Credit Documents (such obligations collectively being herein called the “Guaranteed Obligations”), and promises to pay, on demand, any and all out-of-pocket expenses (including reasonable counsel fees and disbursements) incurred by or on behalf of the Lenders and the Administrative Agent in enforcing any of their respective rights under this Guarantee.

The Covenantor hereby irrevocably and unconditionally agrees to indemnify the Administrative Agent and each of the Lenders from time to time on demand by the Administrative Agent from and against any loss incurred by the Administrative Agent or the Lenders or any of them as a result of any of the obligations of the Borrower under or pursuant to the Credit Agreement or any other Credit Documents being or becoming void, voidable, unenforceable or ineffective against the Borrower for any reason whatsoever, whether or not known to the Administrative Agent or the Lenders or any of them or any other Person, the amount of such loss being limited to the amount which the Person or Persons suffering such Loss would otherwise have been entitled to recover from the Borrower.

Absolute Liability

any lack of validity or enforceability of any terms of any of the Credit Documents;

any contest by the Borrower or any other Person as to the amount of the Guaranteed Obligations or the validity or enforceability of any terms of the Credit Documents;

any extension of the time or times for payment of the Guaranteed Obligations the Lenders or the Administrative Agent may grant to the Borrower or any other Person, or amendment to, restatement of, or alteration of this Guarantee or any of the Credit Documents or the Guaranteed Obligations;

the assignment of all or part of the benefits of this Guarantee; and

to the fullest extent permitted by Law, any other circumstances which might otherwise constitute a defence available to, or a discharge of, the Covenantor, the Borrower or any other Person in respect of the Guaranteed Obligations or this Guarantee, other than the payment and performance in full of the Guaranteed Obligations.

Remedies

Amount of Guaranteed Obligations

Payment on Demand

Postponement

Suspension of Covenantor Rights

to be indemnified by the Borrower;

to claim contribution from any other Covenantor of the debts, liabilities or obligations of the Borrower; or

to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Lenders or the Administrative Agent under any of the Credit Documents.

No Prejudice to Lenders or Administrative Agent

change the manner, place or terms of payment or change or extend the time of payment of, or renew or alter, the Guaranteed Obligations;

renew, determine, vary or increase any credit or credit facilities to, or the terms or conditions in respect of any transaction with, the Borrower or any other Person;

release, compound or vary the liability of the Borrower or any other Person liable in any manner under or in respect of the Guaranteed Obligations, and

apply any sums from time to time received to the Guaranteed Obligations.

Rights of Subrogation

Until all of the Guaranteed Obligations have been irrevocably paid in full the Covenantor:

shall have no right of subrogation to the claims of the Administrative Agent or the Lenders in respect of the Guaranteed Obligations;

waives, to the fullest extent permitted by applicable Law, any right to enforce any remedy which the Administrative Agent or the Lenders now have or may hereafter have against the Borrower in respect of the Guaranteed Obligations; and

agrees not to file any claim in insolvency, bankruptcy or reorganization proceedings in respect of any such subrogated claims.

If:

the Covenantor has paid to the Administrative Agent or the Lenders all amounts owing by all of the Borrower under the Credit Documents; and

the Guaranteed Obligations have been irrevocably paid in full;

No Set-off

Successors of the Borrower

Continuing Guarantee

Supplemental Security

Right of Set-off

Interest Act (Canada)

the applicable rate based on a year of 360 days, 365 days or 366 days, as the case may be;

multiplied by the actual number of days in the calendar year in which the period for such interest is payable (or compounded) ends; and

divided by 360, 365 or 366, as the case may be.

Judgment

If for the purposes of obtaining judgment in any court it is necessary to convert all or any part of the Guaranteed Obligations or any other amount due to a Lender or the Administrative Agent in respect of the Covenantor’s obligations under this Guarantee in any currency (the “Original Currency”) into another currency (the “Other Currency”), the Covenantor, to the fullest extent that it may effectively do so, agrees that the rate of exchange used shall be that at which, in accordance with normal banking procedures, the Lender or Administrative Agent, as the case may be, could purchase the Original Currency with the Other Currency on the Business Day preceding that on which final judgment is paid or satisfied.

The obligations of the Covenantor in respect of any sum due in the Original Currency from it to any Lender or the Administrative Agent shall, notwithstanding any judgment in any Other Currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent of any sum adjudged to be so due in such Other Currency such Lender or the Administrative Agent may, in accordance with its normal banking procedures, purchase the Original Currency with such Other Currency. If the amount of the Original Currency so purchased is less than the sum originally due to the Lender or the Administrative Agent in the Original Currency, the Covenantor agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Lender or the Administrative Agent against such loss, and if the amount of the Original Currency so purchased exceeds the sum originally due to the Lender or the Administrative Agent in the Original Currency, the Lender or the Administrative Agent agrees to remit such excess to the Covenantor.

Amendment and Waiver

Subject to subsections (b) and (c), no amendment or waiver of any provision of any of the Credit Documents, nor consent to any departure by the Covenantor, the Borrower or any other Person from such provisions, is effective unless in writing and approved by the Majority Lenders. Any amendment, waiver or consent is effective only in the specific instance and for the specific purpose for which it was given.

Except as herein expressly provided, only written amendments, waivers or consents signed by all affected Lenders shall:

increase a Lender’s Commitment or subject any Lender to any additional obligation;

decrease the principal amount of any required payment, the interest rates, the Applicable Margins or the Fees as specified herein;

postpone any date fixed for any payment of principal of, or interest on, any Accommodation Outstanding or any fees;

amend Section 2.7 (in a manner which would obligate any Lender to extend the Maturity Date in respect of such Lender), Section 9.10, Article 10 or Sections 11.10 or 11.13 or release any Designated Subsidiary Guarantee (except to the extent provided for in Section 2.11) or, in any case, consent to any waiver having such effect;

change the number or percentage of Lenders required for the Lenders, or any of them, or the Administrative Agent to take any action;

change the definition of Majority Lenders;

change the types of Accommodations available from a Lender;

amend Section 2.9(c); or

amend this Section 11.1(b).

The Borrower and the Administrative Agent, acting together, shall be permitted to waive the minimum amounts specified in Section 11.10 in respect of the participation or assignment by a Lender of its interest in the Credit Facility.

The Administrative Agent shall be entitled to decide upon routine or administrative matters without the necessity of Majority Lender approval.

Only written amendments, waivers or consents signed by the Administrative Agent in addition to the Majority Lenders, shall affect the rights or duties of the Administrative Agent under the Credit Documents.

Waiver

No failure on the part of any Lender or the Administrative Agent to exercise, and no delay in exercising, any right under any of the Credit Documents shall operate as a waiver of such right; nor shall any single or partial exercise of any right under any of the Credit Documents preclude any other or further exercise of such right or the exercise of any other right.

Except as otherwise expressly provided in this Agreement, the covenants, representations and warranties shall not merge on and shall survive the initial Accommodation and, notwithstanding such initial Accommodation or any investigation made by or on behalf of any party, shall continue in full force and effect. The closing of this transaction shall not prejudice any right of one party against any other party in respect of anything done or omitted under this Agreement or in respect of any right to damages or other remedies.

Evidence of Debt and Accommodation Notices

The indebtedness of the Borrower resulting from Accommodations under the Credit Facility shall be evidenced by the records of the Administrative Agent acting on behalf of the Lenders which shall constitute prima facie evidence under the Credit Facility of such indebtedness.

Prior to the receipt of any Accommodation Notice, the Administrative Agent may act upon the basis of a notice by telephone (containing the same information as required to be contained in the Accommodation Notice) believed by it in good faith to be from an authorized person representing the Borrower. In the event of a conflict between the Administrative Agent’s record of any Accommodation and the Accommodation Notice, the Administrative Agent’s record shall prevail, absent manifest error.

Notices and Electronic Communications

Subject to the next following sentence, any notice, direction or other communication required or permitted to be given under this Agreement shall, except as otherwise permitted, be in writing and given by delivering it or sending it by facsimile:

The Administrative Agent shall within five (5) Business Days deliver to each Lender such documents, papers, materials and other information as are furnished by the Borrower or the Covenantor to the Administrative Agent on behalf of the Lenders pursuant to this Agreement (including notices under Section 6.1(h), 6.1(k), 7.1(a), 7.1(b) and 7.1(g)) and, subject to Section 11.4(c), the Borrower and the Covenantor shall provide the Administrative Agent with sufficient copies of all such information for such purpose. The Administrative Agent shall make requests of the Borrower or the Covenantor pursuant to Section 7.1(g) from time to time on behalf of a Lender for such information as such Lender may from time to time reasonably request.

Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to service of process or to notices to any Lender of Accommodations to be made if such Lender has notified the Administrative Agent that it is incapable of receiving notices by electronic communication. The Administrative Agent or the Borrower may, in their discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes:

notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient; and

notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in Section 11.4(d)(i) of notification that such notice or communication is available and identifying the website address therefor.

Confidentiality

Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed:

to it, its Affiliates and its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential and that it shall be responsible if any such Person fails to do so);

to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority and bank examiners);

to the extent required by applicable Laws or regulations or by any subpoena or similar legal process;

to any other party hereto;

in connection with the exercise of any remedies hereunder or under any other Credit Document or any action or proceeding relating to this Agreement or any other Credit Document or the enforcement of rights hereunder or thereunder;

subject to an agreement containing provisions substantially the same as those of this Section 11.5, to:

any Assignee of or Participant in, or any prospective Assignee of or Participant in, any of its rights or obligations under this Agreement;

any actual or prospective counterparty (or its advisors) to any swap, derivative, credit-linked note or similar transaction relating to the Covenantor or the Borrower and its obligations; or

any credit rating agency solely in connection with a review, determination or other matter related to the credit ratings of a Lender and not, for certainty, of the Borrower or the Covenantor;

with the consent of the Borrower; or

to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section by the disclosing party or (y) becomes available to the Administrative Agent or any Lender on a non-confidential basis from a source other than the Borrower or the Covenantor.

For purposes of this Section 11.5, “Information” means all information received in connection with this Agreement from the Covenantor, the Borrower or any Designated Subsidiary related to it or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a non-confidential basis prior to such receipt. Any Person

Costs, Expenses and Indemnity

The Borrower shall, whether or not the transactions contemplated in this Agreement are completed, indemnify and hold each of the Lenders and the Administrative Agent and their Affiliates and each of their respective officers, directors, employees and agents (each an “Indemnified Person”) harmless from, and shall pay to such Indemnified Person on demand any amounts required to compensate the Indemnified Person for, any claim, loss, cost or expense (including any reasonable legal cost) suffered by, imposed on, or asserted against, the Indemnified Person as a result of, connected with or arising out of:

the preparation, execution and delivery of, preservation of rights under, enforcement of, or refinancing, renegotiation or restructuring of, the Credit Documents and any related amendment, waiver or consent; or

a default (whether or not constituting a Default or an Event of Default) by the Borrower, except to the extent caused by the gross negligence, wilful misconduct or default of the Indemnified Person as finally determined in a non-appealable judgment by a court of competent jurisdiction.

the Borrower and the Indemnified Person shall have mutually agreed to the retention of such counsel; or

the named parties to any such proceeding include the Borrower and the Indemnified Person and representation of such parties by the same counsel would be inappropriate due to actual or potential differing interests between them.

If, with respect to any Lender:

any change in Law of general application, or any change in the interpretation or application of any Law, occurring or becoming effective after the Effective Date and the date that the Lender became a party hereto; or

compliance by the Lender with any direction, request or requirement (whether or not having the force of law) of any Governmental Entity made or becoming effective after such date;

shall, on demand pay such amounts as the Lender specifies as necessary to compensate it for any such loss, reduction or expense, provided that if the Lender fails to give notice to the Borrower within three (3) months of the date on which the Lender should reasonably be expected to have been able to comply with its obligations to notify the Borrower as aforesaid, no payment of any compensation for such loss, reduction or expense shall be required to be made by the Borrower in respect of the period before the date the Lender has complied with its obligations as aforesaid except in circumstances where such loss, reduction or expense is imposed retrospectively; and

may, provided no loss has yet been suffered by the Lender or the Borrower has paid the compensating amount to the Lender, repay the Accommodations Outstanding to such Lender together with interest accrued thereon and unpaid Fees in relation thereto and terminate the Lender’s Commitment by notice to such Lender specifying the date of prepayment and the Borrower shall make such prepayment in accordance with such notice.

The Borrower shall pay to each Lender on demand any amounts required to compensate the Lender for any loss suffered or incurred by it as a result of:

any payment being made in respect of a BA Instrument, other than on the maturity thereof, or in respect of a Eurodollar Rate Advance, other than on the last day of the Interest Period thereof;

the failure of the Borrower to give any notice in the manner and at the times required by this Agreement;

the failure of the Borrower to effect an Accommodation in the manner and at the time specified in any Accommodation Notice; or

the failure of the Borrower to make a payment or a mandatory repayment in the manner and at the time specified in this Agreement.

The provisions of this Section 11.6 shall survive the termination of this Agreement and the repayment of all Accommodations Outstanding. The Borrower acknowledges that neither its obligation to indemnify nor any actual indemnification by it of any Lender, the Administrative Agent or any other Indemnified Person in respect of such Person’s losses for the legal fees and expenses shall in any way affect the confidentiality or privilege relating to any information communicated by such Person to its counsel.

Illegality

Taxes

Subject to Section 11.10, the Borrower and the Covenantor agrees to immediately pay any present or future stamp or documentary taxes or any other excise or property taxes, charges, financial institutions duties, debits taxes or similar levies which arise from any payment made by them under any of the Credit Documents or from the execution, delivery or registration of, or otherwise with respect to, any of the Credit Documents (all such taxes, charges, duties and levies being referred to as “Taxes”) and, for greater certainty, “Taxes” shall not include (i) federal or provincial income or capital or franchise taxes, any other taxes imposed on the overall revenue, income, net income, capital or equity of a Lender under the laws of any jurisdiction (ii) any withholding, branch or similar taxes imposed by reason of any Lender being a “non-resident” of Canada and who deals at “non-arms length” with the Borrower (both for purposes of the Income Tax Act (Canada)) or (iii) U.S. federal withholding taxes imposed under FATCA (collectively “Excluded Taxes”).

Subject to Section 11.10, the Borrower and the Covenantor shall jointly and severally indemnify the Lenders and the Administrative Agent for the full amount of Taxes paid by the Lenders or the Administrative Agent and any liability (including penalties, interest and expenses) arising from or with respect to such Taxes. Payment under this indemnification shall be made within thirty (30) days from the date the Administrative Agent or the relevant Lender, as the case may be, makes written demand for it. A certificate as to the amount of such Taxes submitted to the Borrower and the Covenantor or any of them by the Administrative Agent or the relevant Lender shall be prima facie evidence, absent manifest error, of the amount due from the Borrower or the Covenantor to the Administrative Agent or the Lenders, as the case may be. If, following payment by or on behalf of the Borrower or the Covenantor of any Taxes, any Lender receives a refund, credit, remission, deduction or similar benefit in respect of any such amount (a “Tax Benefit”), such Lender shall credit or cause to be credited to the account of the Borrower or the Covenantor, as the case may be, the amount of such Tax Benefit immediately upon the receipt thereof if such Tax Benefit is received by the Lender in the form of a cash payment, or, if such Tax Benefit is in the form of a credit, remission, deduction or similar non-cash form or amount, upon the date on which the Lender utilizes the benefit thereof. Each Lender shall use its reasonable commercial efforts to obtain each such Tax Benefit available to it, but shall not be obligated to seek or obtain or utilize any such Tax Benefit if, in the opinion of the Lender, acting reasonably, such action would subject or impose on the Lender tax or other financial obligations to which it would not have been subject but for the payment by or on behalf of the Borrower or the Covenantor of any Tax and the receipt or utilization of any Tax Benefit in connection with such amount. The Borrower and the Covenantor shall jointly and severally reimburse the Lenders for all costs and expenses incurred by the Lenders in obtaining any Tax Benefit as provided in this Section 11.8(b).

The provisions of this Section 11.8 shall survive the termination of the Agreement and the repayment of all Accommodations Outstanding.

Defaulting Lender

Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

a Defaulting Lender shall not be included in determining whether, and the Commitment and the rateable share of the Accommodations Outstanding of such Defaulting Lender shall not be included in determining whether, all Lenders or the Majority Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver

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

If the Administrative Agent has actual knowledge that a Lender is a Defaulting Lender at the time that the Administrative Agent receives an Accommodation Notice, then each other Lender under the Credit Facility shall fund its rateable share of such affected Accommodation (and, in calculating such rateable share, the Administrative Agent shall ignore the Commitments of each such Defaulting Lender under the Credit Facility); provided that, for certainty, no Lender shall be obligated by this Section 11.9(b) to make or provide Accommodations in excess of its Commitment under the Credit Facility. If the Administrative Agent acquires actual knowledge that a Lender is a Defaulting Lender at any time after the Administrative Agent receives, then the Administrative Agent shall promptly notify the Borrower that such Lender is a Defaulting Lender (and such Lender shall be deemed to have consented to such disclosure). Each Defaulting Lender agrees to indemnify each other Lender for any amounts paid by such Lender under this Section 11.9(b) and which would otherwise have been paid by the Defaulting Lender if its Commitment had been included in determining the rateable share of such affected Accommodations.

If any Lender shall cease to be a Defaulting Lender, then, upon becoming aware of the same, the Administrative Agent shall notify the other Lenders and (in accordance with the written direction of the Administrative Agent) such Lender (which has ceased to be a Defaulting Lender) shall purchase, and the other Lenders shall on a rateable basis sell and assign to such Lender, portions of the Accommodations Outstanding equal in total to such Lender’s rateable share thereof without regard to Section 11.9(a).

Successors and Assigns

This Agreement shall become effective when executed and delivered by the Borrower, the Covenantor, the Administrative Agent and each Lender and after such time shall be binding upon and enure to the benefit of the Borrower, the Covenantor, the Lenders, the Administrative Agent and their respective successors and permitted assigns.

Except as permitted by Section 7.2(b), neither the Covenantor nor either of the Borrower shall have the right to assign its rights or obligations under this Agreement or any interest in this Agreement without the prior consent of all the Lenders.

A Lender may:

grant participations in all or any part of its interest in either Credit Facility to one or more Persons (each a “Participant”); or

upon prior written notice to the Administrative Agent and with the prior written consent of the Administrative Agent and (as long as no Event of Default has occurred and is continuing) the prior written consent of the Borrower, in each case, not to be unreasonably withheld and in the case of the Borrower, to be deemed to have been provided within 10

The Covenantor and the Borrower (if other than the Covenantor) shall provide such certificates, acknowledgments and further assurances in respect of this Agreement and the Credit Facility as such Lender may reasonably require in connection with any assignment pursuant to this Section 11.10.

A Lender may deliver to the Borrower an assignment and assumption agreement substantially in the form of Schedule 7, by which an Assignee of the Lender assumes the obligations and agrees to be bound by all the terms and conditions of this Agreement under either Credit Facility, all as if the Assignee had been an original party under the Credit Facility. Upon receipt by the Administrative Agent of a processing fee of U.S. $3,500 payable by the assigning Lender in the case of any assignment by such assigning Lender to a Person who is not an Affiliate of such assigning Lender and, in each case, the assignment and assumption agreement, the assigning Lender, each of the Covenantor and the Borrower (if other than the Covenantor) shall be released from its respective obligations under this Agreement (to the extent of such assignment and assumption) and shall have no liability or obligations to each other to such extent, except in respect of matters arising prior to the assignment.

Notwithstanding the foregoing, a Lender shall be entitled to assign, pledge or grant a security interest in all or a portion of the Borrowings advanced by it to any Federal Reserve Bank or central bank in Canada or the United States, provided that it shall be a term and condition of any such assignment, pledge or security interest that for any realization thereon which would result in a person becoming a Lender where the consents in this Section 11.10(f) would otherwise be required, that such Federal Reserve Bank or central bank shall be required (and shall so acknowledge) to obtain all such consents unless such Federal Reserve Bank or central bank is becoming the Lender.

Right of Set-off

Accommodations by Lenders

The failure of any Lender to make an Accommodation under the Credit Facility shall not relieve any other Lender under the Credit Facility of its obligations in connection with such Accommodation, but no Lender is responsible for any other Lender’s failure in respect of an Accommodation. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Accommodation that such Lender will not make available to the Administrative Agent such Lender’s share of such Accommodation, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Accommodation available to the Administrative Agent, then such Lender shall pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at a rate determined by the Administrative Agent in accordance with prevailing banking industry practice on interbank compensation. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Accommodation included in such Accommodation. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon at the interest rate applicable to the Accommodation in question. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such payment to the Administrative Agent.

Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of any Lender hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute the amount due to the Lenders. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at a rate determined by the Administrative Agent in accordance with prevailing banking industry practice on interbank compensation.

Judgment Currency

If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due to a Lender in any currency (the “Original Currency”) into another currency (the “Other Currency”), the parties agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which, in accordance with normal banking procedures, such Lender could purchase the Original Currency with the Other Currency on the Business Day preceding the day on which final judgment is given or, if permitted by applicable law, on the day on which the judgment is paid or satisfied.

The obligations of the Borrower in respect of any sum due in the Original Currency from it to any Lender under any of the Credit Documents shall, notwithstanding any judgment in any Other Currency, be discharged only to the extent that on the Business Day following receipt by the Lender of any sum adjudged to be so due in the Other Currency, the Lender may, in accordance with normal banking procedures, purchase the Original Currency with such Other Currency. If the amount of the Original Currency so purchased is less than the sum originally due to the Lender in the Original Currency, the Borrower agrees, as a separate obligation and notwithstanding the judgment, to indemnify the Lender, against any loss, and, if the amount of the Original Currency so purchased exceeds the sum originally due to the Lender in the Original Currency, the Lender shall remit such excess to the Borrower.

Interest on Accounts

the Canadian Prime Rate in effect from time to time plus the Applicable Margin, in respect of amounts payable in Cdn. $; and

the Base Rate (Canada) in effect from time to time plus the Applicable Margin, in respect of amounts payable in U.S. $.

Governing Law

This Agreement shall be governed by, and construed in accordance with, the laws of the Province of Alberta and the laws of Canada applicable therein.

The Covenantor and the Borrower irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts of the Province of Alberta, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Credit Document, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Credit Document shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Document against the Covenantor or the Borrower or its properties in the courts of any jurisdiction.

The Covenantor and the Borrower irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Credit Document in any court referred to in Section 11.15(a). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Waiver of Jury Trial

certifies that no representative, agent or attorney of any other person has represented, expressly or otherwise, that such other person would not, in the event of litigation, seek to enforce the foregoing waiver; and

acknowledges that it and the other parties hereto have been induced to enter into this Agreement and the other Credit Documents by, among other things, the mutual waivers and certifications in this Section 11.16.

Anti-Money Laundering Legislation

The Covenantor and the Borrower acknowledges that, pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” applicable laws, whether within Canada or elsewhere (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Lenders and the Administrative Agent may be required to obtain, verify and record information regarding the Covenantor, the Borrower and the Designated Subsidiaries and their directors, authorized signing officers, direct or indirect shareholders or unitholders or other persons in control of the Covenantor, the Borrower and/or any such Designated Subsidiary, and the transactions contemplated hereby. The Covenantor and the Borrower shall promptly: (i) provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Lender or the Administrative Agent, or any prospective assignee of a Lender or the Administrative Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence; and (ii) if requested from time to time, notify the recipient of any such information of any changes thereto.

If, upon the written request of any Lender, the Administrative Agent has ascertained the identity of the Covenantor, the Borrower or any Designated Subsidiary or any authorized signatories of the Covenantor, the Borrower or any Designated Subsidiary for the purposes of applicable AML Legislation on such Lender’s behalf, then the Administrative Agent;

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

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

No Fiduciary

Counterparts; Electronic Execution

This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Credit Documents with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or by sending a scanned copy by electronic mail shall be effective as delivery of a manually executed counterpart of this Agreement.

The words “execution,” “signed,” “signature,” and words of like import in any assignment and assumption agreement in the form of Schedule 7 shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Electronic Transactions Act (Alberta), Parts 2 and 3 of the Personal Information Protection and Electronic Documents Act (Canada), the Electronic Commerce Act, 2000 (Ontario) and other similar federal or provincial laws based on the Uniform Electronic Commerce Act of the Uniform Law Conference of Canada or its Uniform Electronic Evidence Act, as the case may be.

Further Assurances

Severability

Acknowledgement and Consent to Bail-In of EEA Financial Institutions

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

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

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

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

the variation of the terms of such liability in connection with the exercise of the Write-down and Conversion Powers of any EEA Resolution Authority.