FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Among BAYTEX ENERGY CORP. as Canadian Borrower - and - BAYTEX ENERGY USA, INC. as U.S. Borrower - and - THE FINANCIAL INSTITUTIONS AND OTHER PERSONS NAMED FROM TIME TO TIME HEREIN AS LENDERS as Lenders -...

Execution Version

Exhibit 99.1

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

Among

BAYTEX ENERGY CORP.

as Canadian Borrower

- and -

BAYTEX ENERGY USA, INC.

as X.X. Xxxxxxxx

- and -

THE FINANCIAL INSTITUTIONS AND OTHER PERSONS NAMED

FROM TIME TO TIME HEREIN AS LENDERS
as Lenders

- and -

THE BANK OF NOVA SCOTIA
as Agent of the Lenders

MADE AS OF MAY 9, 2024

CANADIAN IMPERIAL BANK OF COMMERCE, ROYAL BANK OF CANADA

AND The Bank of Nova Scotia

as joint Lead Arrangers and joint Bookrunners

CANADIAN IMPERIAL BANK OF COMMERCE, ROYAL BANK OF CANADA, BANK OF MONTREAL,

NATIONAL BANK OF CANADA AND ATB FINANCIAL
as Co-Syndication Agents

BANK OF MONTREAL, NATIONAL BANK OF CANADA AND ATB FINANCIAL

as Co-Documentation Agents

Norton Xxxx Xxxxxxxxx Canada LLP

Torys LLP


CAN_DMS: \1004754356

Contents


Article 1 INTERPRETATION		2

1.1	DEFINITIONS	2
1.2	HEADINGS; ARTICLES AND SECTIONS	45
1.3	GENDER AND NUMBER; INCLUDING; SUCCESSORS; IN WRITING	45
1.4	ACCOUNTING PRINCIPLES	45
1.5	REFERENCES TO AGREEMENTS AND ENACTMENTS	46
1.6	PER ANNUM CALCULATIONS	47
1.7	SCHEDULES	47
1.8	AMENDMENT AND RESTATEMENT	47
1.9	CHANGES IN LIABILITY MANAGEMENT RATING SYSTEM	47
1.10	INTEREST RATES; BENCHMARK NOTIFICATION	49

ARTICLE 2 THE CREDIT FACILITIES		49

2.1	THE CREDIT FACILITIES	49
2.2	TYPES OF AVAILMENTS; OVERDRAFT LOANS	49
2.3	PURPOSE	50
2.4	AVAILABILITY AND NATURE OF THE CREDIT FACILITIES	50
2.5	MINIMUM DRAWDOWNS	51
2.6	[RESERVED]	51
2.7	NOTICE PERIODS FOR DRAWDOWNS, CONVERSIONS AND ROLLOVERS	51
2.8	CONVERSION OPTION	52
2.9	ROLLOVERS; SELECTION OF INTEREST PERIODS	52
2.10	ROLLOVERS AND CONVERSIONS NOT REPAYMENTS	53
2.11	AGENT’S OBLIGATIONS WITH RESPECT TO CANADIAN PRIME RATE LOANS, U.S. BASE RATE LOANS, SOFR LOANS AND XXXXX LOANS	53
2.12	LENDERS’ AND AGENT’S OBLIGATIONS WITH RESPECT TO CANADIAN PRIME RATE LOANS, U.S. BASE RATE LOANS, SOFR LOANS AND XXXXX LOANS	53
2.13	IRREVOCABILITY	53
2.14	OPTIONAL CANCELLATION OR REDUCTION OF CREDIT FACILITIES	53
2.15	OPTIONAL REPAYMENT OF CREDIT FACILITIES	54
2.16	MANDATORY REPAYMENT OF CREDIT FACILITIES ON MATURITY DATE	55
2.17	ADDITIONAL REPAYMENT TERMS	55
2.18	CURRENCY EXCESS	55
2.19	HEDGING WITH LENDERS AND HEDGING AFFILIATES	56
2.20	EXTENSION OF CANADIAN SYNDICATED FACILITY MATURITY DATE	56
2.21	EXTENSION OF CANADIAN OPERATING FACILITY MATURITY DATE	58
2.22	EXTENSION OF U.S. SYNDICATED FACILITY MATURITY DATE	59
2.23	EXTENSION OF U.S. OPERATING FACILITY MATURITY DATE	61
2.24	REPLACEMENT OF LENDERS	61
2.25	HOSTILE ACQUISITIONS	62
2.26	ACCORDION FOR INCREASE IN CREDIT FACILITIES	63

ARTICLE 3 CONDITIONS PRECEDENT TO DRAWDOWNS		65

3.1	CONDITIONS PRECEDENT TO AMENDMENT AND RESTATEMENT	65
3.2	CONDITIONS PRECEDENT FOR ALL DRAWDOWNS	66
3.3	CONDITION SUBSEQUENT	66
3.4	WAIVER	66

ARTICLE 4 EVIDENCE OF DRAWDOWNS		66

4.1	ACCOUNTS AND RECORDS	66

ARTICLE 5 PAYMENTS OF INTEREST AND FEES		67

Contents



5.1	INTEREST ON CANADIAN PRIME RATE LOANS	67
5.2	INTEREST ON U.S. BASE RATE LOANS	67
5.3	INTEREST ON SOFR LOANS	67
5.4	INTEREST ON TERM XXXXX LOANS	67
5.5	INTEREST ON DAILY COMPOUNDED XXXXX LOANS	68
5.6	INTEREST ACT (CANADA); CONVERSION OF 360-DAY RATES	68
5.7	NOMINAL RATES; NO DEEMED REINVESTMENT	68
5.8	STANDBY FEES	68
5.9	AGENT’S FEES	69
5.10	INTEREST ON OVERDUE AMOUNTS	69
5.11	WAIVER	69
5.12	MAXIMUM RATE PERMITTED BY LAW	69

ARTICLE 6 LETTERS OF CREDIT		69

6.1	AVAILABILITY	69
6.2	CURRENCY, TYPE, FORM AND EXPIRY	70
6.3	NO CONVERSION	70
6.4	POA LC PROVISIONS	70
6.5	FRONTED LC PROVISIONS	71
6.6	LETTERS OF CREDIT IF A CANADIAN FRONTING LENDER CEASES TO BE A CANADIAN FRONTING LENDER	72
6.7	LETTERS OF CREDIT IF A U.S. FRONTING LENDER CEASES TO BE THE U.S. FRONTING LENDER	73
6.8	RECORDS	73
6.9	REIMBURSEMENT OR CONVERSION ON PRESENTATION	73
6.10	FRONTING LENDER INDEMNITY	74
6.11	FEES AND EXPENSES	74
6.12	ADDITIONAL PROVISIONS	75
6.13	CERTAIN INFORMATION AND NOTICES TO THE AGENT WITH RESPECT TO LETTERS OF CREDIT	78

ARTICLE 7 PLACE AND APPLICATION OF PAYMENTS		78

7.1	PLACE OF PAYMENT OF PRINCIPAL, INTEREST AND FEES; PAYMENTS TO AGENT	78
7.2	DESIGNATED ACCOUNTS OF THE LENDERS	78
7.3	FUNDS	79
7.4	APPLICATION OF PAYMENTS	79
7.5	PAYMENTS CLEAR OF TAXES; FATCA	79
7.6	SET-OFF	83
7.7	MARGIN CHANGES; ADJUSTMENTS FOR MARGIN CHANGES	83

ARTICLE 8 REPRESENTATIONS AND WARRANTIES		84

8.1	REPRESENTATIONS AND WARRANTIES	84
8.2	DEEMED REPETITION	89
8.3	OTHER DOCUMENTS	90
8.4	EFFECTIVE TIME OF REPETITION	90
8.5	NATURE OF REPRESENTATIONS AND WARRANTIES	90

ARTICLE 9 GENERAL COVENANTS		90

9.1	AFFIRMATIVE COVENANTS	90
9.2	NEGATIVE COVENANTS	97
9.3	FINANCIAL COVENANTS	101
9.4	MOST FAVOURED LENDERS	101

Contents


9.5	AGENT MAY PERFORM COVENANTS	102

ARTICLE 10 SECURITY		102

10.1	SECURITY ON ALL ASSETS	102
10.2	REGISTRATION AND FIXED CHARGE SECURITY	105
10.3	FORMS	106
10.4	CONTINUING SECURITY	106
10.5	DEALING WITH SECURITY	106
10.6	EFFECTIVENESS	106
10.7	RELEASE AND DISCHARGE OF SECURITY	106
10.8	TRANSFER OF SECURITY	107
10.9	AFFILIATES OF LENDERS	107
10.10	SECURITY FOR HEDGING AND CASH MANAGEMENT WITH FORMER LENDERS	107

ARTICLE 11 EVENTS OF DEFAULT AND ACCELERATION		108

11.1	EVENTS OF DEFAULT	108
11.2	ACCELERATION	112
11.3	CONVERSION ON DEFAULT	112
11.4	REMEDIES CUMULATIVE AND WAIVERS	112
11.5	TERMINATION OF LENDERS’ OBLIGATIONS	113
11.6	ACCELERATION OF ALL LENDER OBLIGATIONS	113
11.7	APPLICATION AND SHARING OF PAYMENTS FOLLOWING ACCELERATION	113
11.8	CALCULATIONS AS AT THE ADJUSTMENT TIME	113
11.9	SHARING REPAYMENTS	114
11.10	ADJUSTMENTS AMONG LENDERS UNDER CREDIT FACILITIES	114

ARTICLE 12 CHANGE OF CIRCUMSTANCES		115

12.1	TEMPORARY MARKET DISRUPTION	115
12.2	BENCHMARK REPLACEMENT SETTING	116
12.3	CHANGE IN LAW	120
12.4	PREPAYMENT OF PORTION	122
12.5	ILLEGALITY	122

ARTICLE 13 COSTS, EXPENSES AND INDEMNIFICATION		123

13.1	COSTS AND EXPENSES	123
13.2	GENERAL INDEMNITY	124
13.3	ENVIRONMENTAL INDEMNITY	124
13.4	JUDGMENT CURRENCY	125
13.5	LIMITS ON LIABILITY OF INDEMNIFIED PARTIES	125

ARTICLE 14 THE AGENT AND ADMINISTRATION OF THE CREDIT FACILITY		126

14.1	AUTHORIZATION AND ACTION	126
14.2	PROCEDURE FOR MAKING LOANS UNDER THE CREDIT FACILITIES	126
14.3	REMITTANCE OF PAYMENTS	127
14.4	REDISTRIBUTION OF PAYMENT	127
14.5	DUTIES AND OBLIGATIONS	128
14.6	PROMPT NOTICE TO THE LENDERS	129
14.7	AGENT’S AND XXXXXXX’ AUTHORITIES	130
14.8	LENDER CREDIT DECISION	130
14.9	INDEMNIFICATION OF AGENT	130
14.10	SUCCESSOR AGENT	131

Contents


14.11	TAKING AND ENFORCEMENT OF REMEDIES	131
14.12	RELIANCE UPON AGENT	132
14.13	NO LIABILITY OF AGENT	132
14.14	THE AGENT, FRONTING LENDERS AND DEFAULTING LENDERS	132
14.15	ERRONEOUS PAYMENTS BY THE AGENT	134
14.16	ARTICLE FOR BENEFIT OF AGENT AND LENDERS	136

ARTICLE 15 GENERAL		136

15.1	EXCHANGE AND CONFIDENTIALITY OF INFORMATION	136
15.2	NATURE OF OBLIGATION UNDER THIS AGREEMENT; DEFAULTING LENDERS	138
15.3	NOTICES	139
15.4	GOVERNING LAW	140
15.5	BENEFIT OF THE AGREEMENT	141
15.6	ASSIGNMENT	141
15.7	PARTICIPATIONS	142
15.8	SEVERABILITY	142
15.9	WHOLE AGREEMENT	142
15.10	AMENDMENTS AND WAIVERS	142
15.11	FURTHER ASSURANCES	144
15.12	ATTORNMENT	144
15.13	TIME OF THE ESSENCE	144
15.14	WAIVER OF JURY TRIAL	145
15.15	KNOW YOUR CUSTOMER/ANTI-MONEY LAUNDERING LAWS	145
15.16	NO FIDUCIARY DUTY	145
15.17	CREDIT AGREEMENT GOVERNS	146
15.18	ELECTRONIC COMMUNICATIONS	146
15.19	PLATFORM	146
15.20	ACKNOWLEDGEMENT AND CONSENT TO BAIL-IN OF AFFECTED FINANCIAL INSTITUTIONS	147
15.21	ACKNOWLEDGMENT REGARDING ANY SUPPORTED QFCS	147
15.22	PAYMENTS SET ASIDE	148
15.23	COUNTERPARTS	148

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

THIS AGREEMENT is made as of May 9, 2024

AMONG:

BAYTEX ENERGY CORP., a corporation amalgamated under the laws of the Province of Alberta (hereinafter referred to as the “Canadian Borrower”), and BAYTEX ENERGY USA, INC., a Delaware corporation (hereinafter referred to as the “U.S. Borrower” and together with the Canadian Borrower collectively, the “Borrowers” and, individually, a “Borrower”),

OF THE FIRST PART,

- and -

THE FINANCIAL INSTITUTIONS AND OTHER PERSONS NAMED FROM TIME TO TIME HEREIN AS LENDERS (hereinafter collectively referred to as the “Lenders” and individually referred to as a “Lender”),

OF THE SECOND PART,

- and -

THE BANK OF NOVA SCOTIA, a Canadian chartered bank, as administrative agent of the Lenders hereunder (hereinafter referred to as the “Agent”),

OF THE THIRD PART.

WHEREAS the Borrowers, certain of the Lenders and the Agent are party to the Existing Credit Agreement;

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

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

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

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

ARTICLE 1
INTERPRETATION

1.1 Definitions

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

“2030 Note Indenture” means the indenture dated as of April 27, 2023 among the Canadian Borrower as issuer, the guarantors party thereto, and Computershare Trust Company, N.A., as trustee in respect of the 2030 Notes.

“2030 Notes” means the 8.50% senior notes due 2030 in the initial aggregate principal amount of U.S.$800,000,000 issued by the Canadian Borrower under the 2030 Note Indenture.

“2032 Note Indenture” means the indenture dated as of April 1, 2024 among the Canadian Borrower as issuer, the guarantors party thereto, and Computershare Trust Company, N.A. as trustee in respect of the 2032 Notes.

“2032 Notes” means the 7.375% senior notes due 2032 in the initial aggregate principal amount of U.S.$575,000,000 issued by the Canadian Borrower under the 2032 Note Indenture.

“Abandonment/Reclamation Order” means any abandonment, reclamation and/or non-compliance order or directive issued by an Energy Regulator which relates to any assets of any one or more of the Canadian Borrower and the Material Subsidiaries.

“Abandonment and Reclamation Report” means an annual report pertaining to the abandonment and reclamation obligations of the Canadian Borrower and its Material Subsidiaries in respect of upstream oil and gas xxxxx, facilities and pipelines located in Canada, such report to be substantially in the form attached hereto as Schedule M.

“Acceleration” has the meaning set out in Section 11.10(1).

“Acceleration Notice” means a written notice delivered by the Agent to the applicable Borrower pursuant to Section 11.2 declaring all Obligations of such Borrower outstanding hereunder to be due and payable.

“Account Control Agreement” means an account control agreement (or equivalent in any other applicable jurisdiction) with respect to a deposit account or securities account of a Borrower or a Material Subsidiary, in each case acknowledged and agreed to by the institution at which such account is held and in form and substance satisfactory to the Agent, acting reasonably.

“Additional Compensation” has the meaning set out in Section 12.3(1).

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

“Adjusted Term XXXXX” means, for purposes of any calculation, the rate per annum equal to (a) Term XXXXX for such calculation plus (b) the Term XXXXX Adjustment; provided that, if the Interest Period with respect to the applicable Term XXXXX Loan is a Non-Standard Interest Period, then Adjusted Term XXXXX shall be the XXXXX Interpolated Rate; and provided further that, if Adjusted Term XXXXX as so determined for any day shall be less than the Floor, then Adjusted Term XXXXX shall be deemed to be the Floor for such day.

“Adjusted Term SOFR” means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus (b) the Term SOFR Adjustment; provided that, if the Interest Period with respect to the applicable SOFR Loan is a Non-Standard Interest Period, then Adjusted Term SOFR shall be the SOFR Interpolated Rate; and provided further that, if the Adjusted Term SOFR as so determined for any day shall be less than the Floor, then the Adjusted Term SOFR shall be deemed to be the Floor for such day.

“Adjustment Time” means the time of occurrence of the last event necessary (including the delivery of a Demand for Payment) to ensure that all Secured Obligations are thereafter due and payable.

“Advance” means an advance of funds made by the relevant Lenders or by any one or more of them to a Borrower (including by way of overdraft under the Operating Facilities), but does not include any Conversion or Rollover.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affected Loan” has the meaning set out in Section 12.4.

“Affiliate” means any Person which, directly or indirectly, controls, is controlled by or is under common control with another Person; and, for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” or “under common control with”) means the power to direct or cause the direction of the management and policies of any Person, whether through the ownership of shares or other economic interests, the holding of voting rights or contractual rights or otherwise.

“Agency Fee Agreement” means an agency fee agreement agreed to in writing between the Canadian Borrower and the Agent from time to time respecting the payment of certain fees and other amounts to the Agent for its own account.

“Agent Parties” has the meaning set out in Section 15.19.

“Agent’s Canadian Facility Accounts” means the following accounts maintained by the Agent to which payments and transfers in respect of the Canadian Syndicated Facility under this Agreement are to be effected:

Article 1for Canadian Dollars:

[redacted] and

(a)

(b)for United States Dollars:

[redacted]

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

“Agent’s U.S. Facility Account” means the following account for United States Dollars maintained by the Agent to which payments and transfers in respect of the U.S. Syndicated Facility under this Agreement are to be effected:

[redacted]

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

“Aggregate Individual Canadian Commitment” means, in respect of each Lender as at any relevant date of determination, an amount equal to the aggregate Commitments of such Lender under the Canadian Credit Facilities.

“Aggregate Individual U.S. Commitment” means, in respect of each Lender as at any relevant date of determination, an amount equal to the aggregate Commitments of such Lender under the U.S. Credit Facilities.

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

“AML/KYC Legislation” has the meaning set out in Section 15.15.

“Applicable Laws” or “applicable law” means, in relation to any Person, transaction or event:

(a)all applicable provisions of laws, statutes, rules and regulations from time to time in effect of any Governmental Authority (including, Regulations T, U and X, which is applicable to such Person, transaction or event); and

(b)all Governmental Authorizations to which the Person is a party or by which it or its property is bound or having application to the transaction or event.

“Applicable Pricing Rate”, as regards any Loan or the standby fees payable in accordance with Section 5.8, means when the Senior Secured Debt to EBITDA Ratio (calculated as at the Quarter End for the 12 months ended on such date) is one of the following, the percentage rate per annum set forth opposite such ratio in the column applicable to the type of Loan in question or such standby fee:

Level

Senior Secured Debt to EBITDA Ratio

Margin on Canadian Prime Rate Loans and U.S. Base Rate Loans

Margin on SOFR Loans, XXXXX Loans and Issuance Fees for Letters of Credit

Standby Fee

[redacted]

provided that, in each case:

(a)the above rates per annum applicable to SOFR Loans are expressed on the basis of a year of 360 days and the above rates per annum applicable to all other Loans are expressed on the basis of a year of 365 days;

(b)standby fees shall be calculated daily on the unutilized portion of each Credit Facility and be payable quarterly in arrears;

(c)issuance fees for Non-Financial LCs shall be [redacted]% of the rate specified above; provided that, if any such Non-Financial LC is determined by OSFI or any other applicable Governmental Authority having jurisdiction to not be a Non-Financial LC after the issuance thereof, the foregoing rate for such Non-Financial LC shall be adjusted back to 100% of the rate specified above with retroactive effect to the date of issuance and the incremental issuance fee payable for the period from the date of issuance to the date of such determination by OSFI or such other applicable Governmental Authority shall be payable on the first (1st) Banking Day following the Quarter End in which OSFI or such other applicable Governmental Authority makes such determination; and

(d)changes in the Applicable Pricing Rate in respect of the Credit Facilities shall be effective in accordance with Section 7.7.

“Approved Fund” means any Fund that is administered or managed by:

(a)a Lender;

(b)an Affiliate of a Lender; or

(c)a Person or an Affiliate of a Person that administers or manages a Lender.

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

“Assumed Acquisition Liens” means (a) Security Interests on any property or assets of a Person existing at the time such Person is amalgamated, merged with or into or consolidated with a Borrower or any Subsidiary in a transaction permitted by this Agreement, provided that such liens were in existence prior to and not incurred in the contemplation of such amalgamation, merger or consolidation and do not extend to any property or assets other than those of the Person amalgamated, merged into or consolidated with such Borrower or Subsidiary (and additions, accessions, improvements and replacements and customary deposits in connection therewith and proceeds, insurance, distributions and products of the foregoing); and (b) Security Interests on any property or assets existing at the time of acquisition thereof by a Borrower or any Subsidiary or on any property or assets of a Person at the time of acquisition of such Person by a Borrower or any Subsidiary and do not extend to any other property or assets (and additions, accessions, improvements and replacements and customary deposits in connection therewith and proceeds, insurance, distributions and products of the foregoing), in either case, in a transaction permitted by this Agreement (and additions, accessions, improvements and replacements and customary deposits in connection therewith and proceeds, insurance, distributions and products of the foregoing), provided that such liens were not incurred in contemplation of any such acquisition.

“Attributable Debt” means, in respect of any lease (whether characterized as a capital lease or an operating lease under GAAP or not) entered into by a Person or a Subsidiary thereof as lessee, the present value (discounted at the rate of interest implicit in such transaction, determined in accordance with GAAP) of the lease payments of the lessee, including all rent and payments to be made by the lessee in

connection with the return of the leased property, during the remaining term of the lease (including any period for which such lease has been extended or may, at the option of the lessor, be extended) but excluding for certainty, amounts required to be paid on account of insurance, taxes, assessments, utility, operating and labour costs and similar charges.

“Available Tenor” means, as of any date of determination and with respect to any then-current Benchmark, as applicable, (a) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an Interest Period pursuant to this Agreement or (b) otherwise, any payment period for interest calculated with reference to such Benchmark (or any component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 12.2(d).

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means:

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

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

“Banking Day” means any day other than a Saturday or a Sunday or a legal holiday on which commercial banks are authorized or required by law to be closed for business in Calgary, Toronto, Montreal, Québec and New York; provided that, when used in connection with a SOFR Loan, or any other calculation or determination involving SOFR, the term “Banking Day” means any such day that is also a U.S. Government Securities Business Day.

“Basel III” means the agreements on capital requirements, leverage ratios and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, modified, supplemented, reissued or replaced from time to time, and “Basel III: The liquidity coverage ratio and liquidity risk monitoring tools” published by the Basel Committee on Banking Supervision in January 2013, as amended, modified, supplemented, reissued or replaced from time to time.

“Baytex LuxCo” means BTE Holdings S.à x.x.

“Benchmark” means, initially, (a) in respect of any SOFR Loan, the Term SOFR Reference Rate, (b) in respect of any Term XXXXX Loan, the Term XXXXX Reference Rate and (c) in respect of any Daily Compounded XXXXX Loan, XXXXX; provided in each case that if a Benchmark Transition Event has occurred with respect to any then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 12.2(a).

“Benchmark Fallback Loans” means (a) in respect of any SOFR Loans, U.S. Base Rate Loans, (b) in respect of any Term XXXXX Loans, Daily Compounded XXXXX Loans and (c) in respect of any Daily Compounded XXXXX Loans, Canadian Prime Rate Loans.

“Benchmark Loan” means any Loan that bears interest with reference to any Benchmark (or any Benchmark Replacement thereof).

“Borrowers” means, collectively, the Canadian Borrower and the U.S. Borrower, and “Borrower” means any one of them.

“Canadian Assigned Interests” has the meaning set out in Section 2.20(5)(a).

“Canadian Borrower” means Baytex Energy Corp. and its successors and permitted assigns.

“Canadian Credit Facilities” means, collectively, the Canadian Syndicated Facility and the Canadian Operating Facility, and “Canadian Credit Facility” means any one of such credit facilities.

“Canadian Dollars” and “Cdn.$” mean the lawful money of Canada.

“Canadian Fronting Lender” means The Bank of Nova Scotia and/or such other Canadian Syndicated Facility Lender which is designated by the Canadian Borrower, acceptable to the Agent (acting reasonably) and agrees in writing with the Canadian Borrower and the Agent to become a Canadian Fronting Lender hereunder.

“Canadian Fronting Lender Withdrawal Notice” has the meaning set out in Section 6.6(1).

“Canadian Operating Facility” means the credit facility in the maximum principal amount of U.S.$50,000,000 or the Equivalent Amount in Canadian Dollars to be made available to the Canadian Borrower by the Canadian Operating Lender in accordance with the provisions hereof, subject to any reduction or increase in accordance with the provisions hereof.

“Canadian Operating Facility Commitment” means the commitment by the Canadian Operating Lender under the Canadian Operating Facility to provide the amount of United States Dollars (or the Equivalent Amount thereof) set forth opposite its name in Part 2 of Schedule A annexed hereto, subject to any reduction or increase in accordance with the terms hereof.

“Canadian Operating Facility Extension Request” has the meaning set out in Section 2.21(1).

“Canadian Operating Facility Maturity Date” means, in respect of the Obligations owing to the Canadian Operating Lender under the Canadian Operating Facility, May 9, 2028 or such later date to which the same may be extended in accordance with Section 2.21.

“Canadian Operating Lender” means the Lender having the Canadian Operating Facility Commitment, being initially The Bank of Nova Scotia.

“Canadian Operating Lender’s Account” means the following accounts maintained by the Canadian Operating Lender to which payments and transfers in respect of the Canadian Operating Facility under this Agreement are to be effected:

(a)for Canadian Dollar:

[redacted] and

(b)for United States Dollars:

[redacted]

or such other account or accounts as the Canadian Operating Lender may from time to time designate by notice to the Canadian Borrower.

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

(a)the rate of interest per annum established from time to time by the Agent as the reference rate of interest for the determination of interest rates that the Agent will charge to customers of varying degrees of creditworthiness in Canada for Canadian Dollar demand loans in Canada; and

(b)Adjusted Term XXXXX for a one-month tenor in effect for such day, plus 1.00% per annum,

provided that, (i) if both such rates are equal or if such one month Adjusted Term XXXXX is unavailable for any reason on any date of determination, then the “Canadian Prime Rate” shall be the rate specified in (a) above and (ii) rate as determined above for any day would be less than the Floor, the Canadian Prime Rate shall be deemed to be the Floor for such day.

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

“Canadian Syndicated Facility” means the credit facility in the maximum principal amount of U.S.$750,000,000 or the Equivalent Amount in Canadian Dollars to be made available to the Canadian Borrower by the Lenders in accordance with the provisions hereof, subject to any reduction or increase in accordance with the provisions hereof.

“Canadian Syndicated Facility Commitment” means the commitment by each Lender under the Canadian Syndicated Facility to provide the amount of United States Dollars (or the Equivalent Amount thereof) set forth opposite its name in Part 1 of Schedule A annexed hereto, subject to any reduction or increase in accordance with the provisions hereof.

“Canadian Syndicated Facility Lenders” means the Lenders having Canadian Syndicated Facility Commitments.

“Canadian Syndicated Facility Maturity Date” means, in respect of the Obligations owing to a given Lender under the Canadian Syndicated Facility, May 9, 2028 or such later date to which the same may be extended from time to time with respect to a given Lender in accordance with Section 2.20.

“Capital Adequacy Requirements” means the Guideline dated October 2023, entitled “Capital Adequacy Requirements (CAR)” issued by OSFI and all other guidelines or requirements relating to capital

adequacy issued by OSFI or any other Governmental Authority regulating or having jurisdiction with respect to any Lender, as amended, modified, supplemented, reissued or replaced from time to time.

“Cash Management Arrangements” means any arrangement entered into or to be entered into by a Borrower or any of their Subsidiaries with a Cash Manager for or in respect of cash management services for such Borrower and its Subsidiaries, including centralized operating accounts, automated clearing house transactions, controlled disbursement services, treasury, depository, overdraft and electronic funds transfer services, foreign exchange facilities, currency exchange transactions or agreements and options with respect thereto, credit card processing services, credit or debit cards, purchase cards and any indemnity given in connection with any of the foregoing.

“Cash Management Documents” means, collectively, all agreements, instruments and other documents which evidence, establish, govern or relate to any or all of the Cash Management Arrangements.

“Cash Management Obligations” means, at any time and from time to time, all of the obligations, indebtedness and liabilities (present or future, absolute or contingent, matured or not) of the Borrowers and their Subsidiaries under, pursuant or relating to the Cash Management Arrangements or Cash Management Documents and whether the same are from time to time reduced and thereafter increased or entirely extinguished and thereafter incurred again and including all principal, interest, fees, legal and other costs, charges and expenses, and other amounts payable by the Borrowers and their Subsidiaries under the Cash Management Arrangements or Cash Management Documents; in any event, and notwithstanding anything herein to the contrary, Cash Management Obligations shall include the obligations, indebtedness and liabilities of the Borrowers and their Subsidiaries to a Cash Manager for or in relation to each of the following:

(a)daylight credit associated with wire transfers;

(b)daylight credit associated with inter-account transfers; and

(c)daylight credit for foreign exchange settlement.

“Cash Manager” means each Lender which, from time to time, is a provider of Cash Management Arrangements to the Borrowers and their Subsidiaries, and which includes The Bank of Nova Scotia on the date hereof.

“Change of Control” means and shall be deemed to have occurred if and when:

(a)any Person or Persons acting jointly or in concert (within the meaning ascribed to such phrase in the Securities Act (Alberta)) shall beneficially own or control, directly or indirectly, Voting Shares in the capital of the Canadian Borrower which have or represent more than 50% of all the votes entitled to be cast by shareholders for an election of the board of directors of the Canadian Borrower;

(b)other than in the case of an Excluded Replacement, individuals who were elected as members of the board of directors of the Canadian Borrower by the most recent resolutions of the shareholders of the Canadian Borrower shall no longer constitute a majority of the board of directors of the Canadian Borrower at any time prior to the next following resolutions of the shareholders of the Canadian Borrower relating to the election of the same;

(c)other than in the case of an Excluded Replacement, individuals who were members of the board of directors of the Canadian Borrower immediately prior to resolutions of the shareholders of the Canadian Borrower relating to the election of directors shall not constitute a majority of the board of directors following such election; or

(d)if and for so long as there are any Obligations under the U.S. Credit Facilities that have not been fully cancelled, the U.S. Borrower ceases to be a Wholly-Owned Subsidiary at any time.

“Code” means the Internal Revenue Code of 1986 (United States).

“Commitment” means, as the context requires, a Canadian Syndicated Facility Commitment, a U.S. Syndicated Facility Commitment, a Canadian Operating Facility Commitment or a U.S. Operating Facility Commitment.

“Commodity Agreement” means any agreement for the making or taking of delivery of any commodity (including Petroleum Substances), any commodity swap agreement, floor, cap or collar agreement or commodity future, forward, derivative or option transaction or other similar agreement or arrangement, or any combination thereof, entered into by the Canadian Borrower or a Subsidiary where the subject matter of the same is any commodity or the price, value or amount payable thereunder is dependent or based upon the price of any commodity or fluctuations in the price of any commodity, but shall not include any agreement for the making or taking of physical delivery of any commodity (including Petroleum Substances) in the ordinary course of business or the physical purchase or sale of any commodity (including Petroleum Substances) by the Canadian Borrower or a Subsidiary entered into in the ordinary course of business unless either (a) such agreement is with a bank, investment bank, securities dealer, insurance company, trust company, pension fund, institutional investor or any other financial institution or any Affiliate of any of the foregoing, or (b) such agreement is entered into for hedging purposes or otherwise for the purpose of eliminating or reducing the financial risk or exposure of the Canadian Borrower or a Subsidiary to fluctuations in the prices of commodities (including Petroleum Substances and, for certainty, any such agreement for the physical making, taking, purchase or sale of Petroleum Substances referred to in (a) or (b) of this definition shall constitute a “Commodity Agreement” for all purposes hereof).

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Communications” has the meaning set out in Section 15.19.

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

“Conforming Changes” means, with respect to either the use or administration of any Benchmark or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definitions of “Canadian Prime Rate”, “U.S. Base Rate,” “Banking Day,” “U.S. Government Securities Business Day”, “Interest Period”, “Interest Payment Date” or any similar or analogous definition in respect of the foregoing, the timing and frequency of determining rates and making payments of interest, the timing of Drawdown Notices, Conversion Notices, Rollover Notices or Repayment Notices, the applicability and length of lookback periods, the applicability of breakage provisions and other technical, administrative or operational matters,) that the Agent decides, acting reasonably, may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Agent in a manner substantially consistent with market practice (or, if the Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Agent decides, acting reasonably, is necessary in connection with the administration of this Agreement and the other Documents).

“Consolidated Assets” means, on any date of determination, the assets of the Canadian Borrower determined on a consolidated basis in accordance with GAAP.

“Consolidated Tangible Assets” means, with respect to the Canadian Borrower, Consolidated Assets less:

(a)any value attributed to intangible assets (such as, but not limited to, goodwill, patents, trademarks, intellectual property, organization expenses, trade names, deferred costs and deferred charges); and

(b)minority interests,

in either case, as shown on the consolidated balance sheet of the Canadian Borrower and determined in accordance with GAAP.

“Controlled Group” means all members of a controlled group of corporations and all businesses (whether or not incorporated) under common control which, together with a Borrower, are treated as a single employer under Sections 414(b), (c), (m) or (o) of the Code.

“Conversion” means a conversion or deemed conversion of a Loan under a given Credit Facility into another type of Loan under the same Credit Facility pursuant to the provisions hereof; provided that, the conversion of a Loan under a Canadian Credit Facility denominated in one currency to a Loan denominated in another currency shall be effected by (a) repayment of the Loan or portion thereof being converted in the currency in which it was denominated and (b) re-advance to the relevant Borrower of the Loan into which such conversion was made. “Convert” and “Converted” have the meanings correlative thereto.

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

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

“Convertible Debentures” means, with respect to the Canadian Borrower, convertible subordinated debentures issued by the Canadian Borrower which have all of the following characteristics:

(a)the obligations under, pursuant or relating to such debentures and the indenture or agreement governing such debentures shall be unsecured obligations of the Canadian Borrower, and no Subsidiary thereof shall have provided a Guarantee or any financial assistance or any security in respect of any of such obligations;

(b)an initial final maturity, or due date in respect of repayment of principal, which is after each Maturity Date in effect at the time such debentures are issued;

(c)no scheduled or mandatory payments, redemptions or purchases of principal thereunder (other than acceleration following an event of default in regard thereto or payments which can be satisfied by the delivery of common shares in the capital of the Canadian Borrower as contemplated in (g) below and other than on a change of control of the Canadian Borrower where a Change of Control of the Canadian Borrower also occurs) prior to each Maturity Date in effect at the time such debentures are issued;

(d)upon and during the continuance of any Event of Default or acceleration of the time for payment of any of the Secured Obligations which has not been rescinded, (i) all amounts

payable by the Canadian Borrower in respect of principal, premium (if any), interest or other obligations under, pursuant or relating to such debentures are subordinate and junior in right of payment to all the Secured Obligations and (ii) no enforcement steps or proceedings may be commenced in respect of such debentures;

(e)upon any distribution of the assets of the Canadian Borrower on any dissolution, winding up, total liquidation or reorganization of such Person (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 the Canadian Borrower, or otherwise), all the Secured Obligations shall first be paid in full in cash, or provisions made for such payment, before any payment by the Canadian Borrower is made on account of principal, premium (if any), interest or other obligations payable in regard to such debentures;

(f)a default, event of default under, or acceleration of the time for repayment of, any Debt (including any of the Secured Obligations) or enforcement of the rights and remedies by the holder of such Debt (including the Agent and the Lenders hereunder or under any other Document, Cash Management Documents or Lender Financial Instrument or document delivered pursuant hereto or thereto) shall not:

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

(ii)cause or permit the obligations under, pursuant or relating to such debentures to be due and payable prior to the stated maturity thereof;

provided however that, notwithstanding the foregoing provisions of subparagraph (f) (but, for certainty, without limiting or affecting in any manner whatsoever the other provisions of this definition), such debentures and the indenture or agreement governing the same may provide that an event of default under another indenture, agreement or instrument evidencing indebtedness for borrowed money of the Canadian Borrower or a Material Subsidiary which has resulted in (A) indebtedness for borrowed money thereunder in excess of the Threshold Amount being accelerated and (B) the holders of such indebtedness being entitled to commence, and such holders having commenced, the enforcement of the security they hold for such indebtedness (if any) or the exercise of any other creditors’ remedies to collect such indebtedness, may constitute an “event of default” under and as defined in such debentures and indenture or agreement governing the same;

(g)except during an event of default under and as defined in the indenture or agreement governing such debentures, payments of principal due and payable under, pursuant or relating to such debentures can be satisfied, at the option of the Canadian Borrower, by issuing and delivering common shares in the capital of the Canadian Borrower in accordance with the indenture or agreement governing such debentures; and

(h)except during an event of default under and as defined in the indenture or agreement governing such debentures, payments of interest due and payable under, pursuant or relating to such debentures can be satisfied, at the option of the Canadian Borrower and in accordance with the indenture or agreement governing such debenture, by payment of the proceeds of the issue and sale of common shares in the capital of the Canadian Borrower resulting from a bid process whereby the trustee under the indenture or agreement governing such debentures:

(i)accepts delivery from the Canadian Borrower of such common shares;

(ii)accepts bids with respect to, and consummates sales of, such common shares, each as the Canadian Borrower shall direct in its absolute discretion; and

(iii)uses the proceeds received from such sale of common shares to satisfy such interest,

where the acceptance of any such bid in accordance with (ii) above is conditional on the acceptance of sufficient bids to result in aggregate proceeds from such issue and sale of common shares equalling the interest due on the applicable interest payment date.

“XXXXX” means the Canadian Overnight Repo Rate Average administered and published by the XXXXX Administrator.

“XXXXX Administrator” means the Bank of Canada, or any successor administrator of the Canadian Overnight Repo Rate Average.

“XXXXX Interpolated Rate” means, for any Term XXXXX Loan for a Non-Standard Interest Period, the rate per annum determined by the Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) Adjusted Term XXXXX for the longest Interest Period that is not a Non-Standard Interest Period for which Adjusted Term XXXXX is available that is shorter than the Non-Standard Interest Period of such Term XXXXX Loan and (b) Adjusted Term XXXXX for the shortest Interest Period that is not a Non-Standard Interest Period for which Adjusted Term XXXXX is available that exceeds the Non-Standard Interest Period of such Term XXXXX Loan, at such time; provided that when determining the XXXXX Interpolated Rate for a Non-Standard Interest Period which is less than one month, the XXXXX Interpolated Rate shall be deemed to be Adjusted Term XXXXX for an Interest Period of one month’s duration.

“XXXXX Loans” means, collectively, Term XXXXX Loans and Daily Compounded XXXXX Loans.

“Credit Facilities” means, collectively, the Syndicated Facilities, the Operating Facilities and any Incremental Facility established pursuant to Section 2.26(7), and “Credit Facility” means any one of such credit facilities.

“Currency Excess” has the meaning set out in Section 2.18(1).

“Currency Excess Deficiency” has the meaning set out in Section 2.18(2).

“Currency Hedging Agreement” means any currency swap agreement, cross currency agreement, forward agreement, floor, cap or collar agreement, future, derivative or option transaction, insurance or other similar agreement or arrangement, or any combination thereof, entered into by the Canadian Borrower or a Subsidiary where the subject matter of the same is currency exchange rates or the price, value or amount payable thereunder is dependent or based upon currency exchange rates or fluctuations in currency exchange rates as in effect from time to time.

“Daily Compounded XXXXX” means, for any day, XXXXX with interest accruing on a compounded daily basis, with the methodology and conventions for this rate (which will include compounding in arrears with a five (5) Banking Day lookback period without observational shift) being established by the Agent in accordance with the methodology and conventions for this rate selected or recommended by the Relevant Governmental Body for determining compounded XXXXX for business loans; provided that if the Agent decides that any such methodology or convention is not administratively feasible for the Agent, then the Agent may establish another methodology or convention in its discretion, acting reasonably; and provided that if the XXXXX Administrator has not provided or published XXXXX and a Benchmark Transition Event with respect to XXXXX has not occurred, then, in respect of any day for which XXXXX is required, references to XXXXX will be deemed to be references to the last provided or published XXXXX.

“Daily Compounded XXXXX Adjustment” means 0.29547% (29.547 basis points) per annum for an Interest Period of one-month’s duration, and 0.32138% (32.138 basis points) per annum for an Interest Period of three-months’ duration.

“Daily Compounded XXXXX Loan” means an Advance in, or Conversion into, Canadian Dollars made by the Lenders (or any of them) to a Borrower with respect to which such Borrower has specified that interest is to be calculated at a rate based on Adjusted Daily Compounded XXXXX, and each Rollover in respect thereof.

“Debt” means, with respect to any Person (“X”), without duplication, all obligations, liabilities and indebtedness of X and its Subsidiaries which would, in accordance with GAAP, be classified upon a consolidated balance sheet of X as indebtedness of X and its Subsidiaries for borrowed money and, whether or not so classified, shall include (without duplication):

(a)indebtedness of X and its Subsidiaries for borrowed money;

(b)obligations of X and its Subsidiaries arising pursuant or in relation to: (i) bankers’ acceptances (including payment and reimbursement obligations in respect thereof), or (ii) letters of credit and letters of guarantee supporting obligations which would otherwise constitute Debt within the meaning of this definition or indemnities issued in connection therewith;

(c)obligations of X and its Subsidiaries with respect to drawings under all other letters of credit and letters of guarantee;

(d)obligations of X and its Subsidiaries under Guarantees, indemnities, assurances, legally binding comfort letters or other contingent obligations relating to the indebtedness or other obligations of any other Person which would otherwise constitute Debt within the meaning of this definition if such other Person was X and all other obligations incurred for the purpose of or having the effect of providing financial assistance to another Person in respect of such indebtedness or such other Debt obligations, including endorsements of bills of exchange (other than for collection or deposit in the ordinary course of business);

(e)(i) all indebtedness of X and its Subsidiaries representing the deferred purchase price of any property to the extent that such indebtedness is or remains unpaid after the expiry of the customary time period for payment; provided however that such time period shall in no event exceed 90 days, and (ii) all obligations of X and its Subsidiaries created or arising under any conditional sales agreement or other title retention agreement which is not a lease;

(f)all Attributable Debt of X and its Subsidiaries other than in respect of (i) leases of office space or (ii) operating leases under IFRS and, at the option of the Canadian Borrower, any present or future lease that would have been characterized as an operating lease under GAAP as in effect on December 31, 2010, in each case entered into in the ordinary course of business (and for certainty, no Sale-Leaseback shall be considered to be entered into in the ordinary course of business of X and its Subsidiaries); and

(g)Prepaid Obligations of X and its Subsidiaries;

but shall exclude, for certainty, each of the following, determined (as required) in accordance with GAAP:

(h)accounts payable to trade creditors and accrued liabilities incurred in the ordinary course of business;

(i)current taxes payable and future taxes;

(j)dividends or other equity distributions payable;

(k)accrued interest payable;

(l)liabilities in respect of deferred reclamation cost, allowances for dismantlement and sire restoration and other deferred credits and liabilities;

(m)non-cash liabilities resulting from marking-to-market the outstanding Financial Instruments of X and its Subsidiaries to the extent reflected in a consolidated balance sheet of X (but, for certainty, any amounts then due and remaining payable under the outstanding Financial Instruments of X and its Subsidiaries shall be included in the determination of Debt);

(n)irrevocably defeased indebtedness (to the extent irrevocably collateralized);

(o)such other similar liabilities as may be agreed by all Lenders from time to time; and

(p)liabilities for principal and interest pursuant to any Convertible Debentures,

provided that, unless otherwise expressly provided or the context otherwise requires, references herein to “Debt” shall be and shall be deemed to be references to Debt of the Canadian Borrower and its Subsidiaries.

“Declining Lender” has the meaning set out in Section 2.25(1).

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

“Defaulting Lender” means any Lender:

(a)that has failed to fund any payment or its portion of any Loans required to be made by it hereunder or to purchase any participation required to be purchased by it hereunder and under the other Documents;

(b)that has notified a Borrower, the Agent or any Lender (verbally or in writing) that it does not intend to or is unable to comply with any of its funding obligations under this Agreement or has made a public statement to that effect or to the effect that it does not intend to or is unable to fund advances generally under credit arrangements to which it is a party;

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

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

(e)in respect of which a Lender Insolvency Event has occurred in respect of such Lender or its Lender Parent;

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

(g)that has, or that has a Lender Parent that has, become the subject of a Bail-In Action.

“Defaulting Lender Exposure” has the meaning set out in Section 14.14(5).

“Delivered”, when used with respect to shares constituting certificated securities, means the transfer thereof to the Agent or its nominee by physical delivery of the security certificates to the Agent or its nominee, such certificates to be endorsed for transfer or accompanied by applicable transfer documents, all in form and content satisfactory to the Agent.

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

“Designated Material Subsidiary” means a Subsidiary which is designated as a Material Subsidiary pursuant to Section 10.1(4) and which would not otherwise fall within part (a), (b) or (c) or the proviso of the definition of “Material Subsidiary”.

“Dissenting Lender” has the meaning set out in Section 2.23.

“Distribution” means:

(a)the declaration, payment or setting aside for payment of any dividend or other distribution on or in respect of any shares in the capital of the Canadian Borrower or any Subsidiary which is not a Wholly-Owned Subsidiary (including any return of capital);

(b)the redemption, retraction, purchase, retirement or other acquisition, in whole or in part, of any shares in the capital of the Canadian Borrower or any Subsidiary which is not a Wholly-Owned Subsidiary or any securities, instruments or contractual rights capable of being converted into, exchanged or exercised for shares in the capital thereof, including options, warrants, conversion or exchange privileges and similar rights;

(c)the making of any loan or advance or any other provision of credit to any shareholder of the Canadian Borrower or any Subsidiary which is not a Wholly-Owned Subsidiary;

(d)the payment of any principal, interest, fees or other amounts on or in respect of any loans, advances or other Debt owing at any time by the Canadian Borrower to any shareholder of the Canadian Borrower, Affiliates of the Canadian Borrower or shareholders of Affiliates of the Canadian Borrower, other than to a Wholly-Owned Subsidiary; or

(e)(i) the payment of any amount, (ii) the sale, transfer, lease or other disposition of any property or assets, or (iii) any granting or creation of any rights or interests, at any time, by the Canadian Borrower or any Subsidiary to or in favour of the Canadian Borrower, any Affiliate of the Canadian Borrower or any other shareholder of the Canadian Borrower, other than to or in favour of the Canadian Borrower or a Wholly-Owned Subsidiary.

“Documents” means this Agreement, the Security, the Agency Fee Agreement, the Second Lien Intercreditor Agreement (if any) and all certificates, notices, instruments and other agreements or documents delivered or to be delivered to the Agent or the Lenders, or any of them, in relation to the Credit Facilities pursuant hereto or thereto and, when used in relation to any Person, the term “Documents” shall mean and refer to the Documents executed and delivered by such Person.

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

“Drawdown” means:

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

(b)the issue of a Letter of Credit.

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

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

“EBITDA” of the Canadian Borrower in any period, means on a consolidated basis in respect of the Canadian Borrower and its Subsidiaries, the Net Income for such period, plus (in each case, on a consolidated basis and without duplication):

(a)Interest Expense, to the extent deducted in determining Net Income;

(b)all amounts deducted in the calculation of Net Income in respect of the provision for income taxes (in accordance with GAAP);

(c)all amounts deducted in the calculation of Net Income in respect of non-cash items, including depletion, depreciation, amortization, future taxes and non-cash losses resulting from marking-to-market the outstanding Financial Instruments of the Canadian Borrower and its Subsidiaries (in accordance with GAAP), but excluding depreciation in respect of any lease which the Canadian Borrower has elected to exclude from Debt pursuant to subparagraph (f) of the definition thereof (based on such lease’s characterization as an operating lease under GAAP as in effect on December 31, 2018);

(d)all amounts deducted in the calculation of Net Income in respect of equity loss and extraordinary and non-recurring losses; and

(e)all amounts which would otherwise constitute EBITDA which are attributable to (i) assets acquired in such period or (ii) shares or other ownership interests in a Person which becomes a Subsidiary of the Canadian Borrower acquired in such period (as if such assets, shares or ownership interests were owned during the whole of such period), if, but only if, such acquisition constitutes a Material Acquisition, all as if the Material Acquisition was completed on the first day of such period;

less (in each case, on a consolidated basis and without duplication):

(f)all amounts included in the calculation of Net Income in respect of equity income or attributable to minority interests and extraordinary and non-recurring income and gains;

(g)to the extent included in Net Income, non-cash gains resulting from marking-to-market the outstanding Financial Instruments of the Canadian Borrower and its Subsidiaries for such period (in accordance with GAAP)

(h)cash payments in respect of non-cash items added back in computing EBITDA in prior periods;

(i)all amounts included in the calculation of Net Income in respect of refunds for income taxes (in accordance with GAAP); and

(j)EBITDA attributable to (i) assets sold, transferred or otherwise disposed of in such period or (ii) shares or other ownership interests in a Subsidiary of the Canadian Borrower sold, transferred or otherwise disposed of in such period, if, but only if, such sale, transfer or disposition constitutes a Material Disposition, all as if the Material Disposition was completed on the first day of such period.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Effective Date” means the date that all conditions precedent set forth in Section 3.1 are satisfied or waived by all of the Lenders.

“Energy Regulator” means (a) with respect to Alberta, the Alberta Energy Regulator, (b) with respect to British Columbia, means the BC Energy Regulator, (c) with respect to Saskatchewan, means the Saskatchewan Ministry of Energy and Resources, and (d) with respect to any other Primary Jurisdiction, the regulatory body with responsibility for the oversight of environmental matters in the oil and gas industry in such jurisdiction; and in each case, together with any successor agency, department, ministry or commission thereto.

“Engineering Report” means a report or reports (in form and substance satisfactory to all of the Lenders, acting reasonably) prepared by the Independent Engineer or Independent Engineers, as the case may be, respecting the reserves of Petroleum Substances attributable to the assets and undertakings of the Canadian Borrower and its Material Subsidiaries, which report or reports shall, as of the effective date of such report or reports, set forth, inter alia, (a) the proved, developed, producing reserves of Petroleum Substances, (b) the proved, developed, nonproducing reserves of Petroleum Substances, (c) proved and undeveloped reserves of Petroleum Substances and (d) the probable reserves of Petroleum Substances, in each case, attributable to the assets and undertakings of the Canadian Borrower and its Material Subsidiaries and, for each ensuing 12 month period following the effective date of such report or reports: anticipated rates of production, depletion and reinjection of Petroleum Substances; Crown, freehold and overriding royalties and freehold mineral taxes with respect to Petroleum Substances produced from or attributable to such assets and undertakings; production, revenue, value-added, wellhead or severance Taxes with respect to Petroleum Substances produced from or attributable to such assets and undertakings; operating costs; gathering, transporting, processing, marketing and storage fees payable with respect to Petroleum Substances produced from or attributable to such assets and undertakings; capital expenditures expected to be necessary to achieve anticipated rates of production; and net cash flow with respect to such assets and undertakings, including all revenues, expenses and expenditures described above; but not, for greater certainty, any overhead recoveries or operators’ fees or charges from third parties.

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

(a)any claim by a Governmental Authority for enforcement, clean up, removal, response, remedial or other actions or damages pursuant to any Environmental Laws; and

(b)any claim by a Person seeking damages, contribution, indemnification, cost recovery, compensation or injunctive or other relief resulting from or relating to Hazardous Materials, including any Release thereof, or arising from alleged injury or threat of injury to human health or safety (arising from environmental matters) or the environment.

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

“Equity” means any shares in the capital of the Canadian Borrower or any warrants, options or similar rights with respect to any of the shares in the capital of the Canadian Borrower of any class (but excluding warrants, options or similar rights relating to compensation to, or performance by, employees, officers or directors of the Canadian Borrower or its Subsidiaries).

“Equivalent Amount” means, on any date, the equivalent amount in Canadian Dollars or United States Dollars, as the case may be, after giving effect to a conversion of a specified amount of United States Dollars to Canadian Dollars or of Canadian Dollars to United States Dollars, as the case may be, at the Exchange Rate.

“ERISA” means the Employee Retirement Income Security Act of 1974 (United States).

“ERISA Event” means (a) a reportable event described in Section 4043(c)(5), (6) or (12) of ERISA and the regulations issued thereunder, (b) the withdrawal of a Borrower or any member of the Controlled Group from a Plan during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA, (c) the filing of a notice of intent to terminate a Plan or the treatment of a Plan amendment as a termination under Section 4041 of ERISA, (d) the institution of proceedings to terminate a Plan by the PBGC, (e) any other event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent, upon a Borrower or any member of the Controlled Group.

“Erroneous Payment” has the meaning set out in Section 14.15(1);

“Erroneous Payment Deficiency Assignment” has the meaning set out in Section 14.15(4);

“Erroneous Payment Impacted Facilities” has the meaning set out in Section 14.15(4);

“Erroneous Payment Return Deficiency” has the meaning set out in Section 14.15(4);

“Erroneous Payment Subrogation Rights” has the meaning set out in Section 14.15(4);

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“Event of Default” has the meaning set out in Section 11.1.

“Exchange Rate” means, for any date, the average rate of exchange for interbank transactions quoted by the Bank of Canada at approximately the close of business on such date (or, if not so quoted, the average rate of exchange for interbank transactions quoted by the Bank of Canada at approximately the close of business on the Banking Day immediately preceding such date); provided that, if either such average rate is for any reason unavailable, it shall mean the spot rate of exchange for wholesale transactions quoted by the Agent at the close of business on such date in accordance with its usual practice.

“Excluded Replacement” means, with respect to the Canadian Borrower, the replacement of those directors who have died or have been found to be of unsound mind by a court of competent jurisdiction.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to the Agent or a U.S. Facility Lender or required to be withheld or deducted from a payment to the Agent or a U.S. Facility Lender, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of the Agent or such U.S. Facility Lender, as the case may be, being organized under the laws of, or having its principal office or, in the case of the Agent or any U.S. Facility Lender, as the case may be, its applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of the Agent or any U.S. Facility Lender, as the case may be, United States of America federal withholding Taxes imposed on amounts payable to or for the account of the Agent or such U.S. Facility Lender, as the case may be, with respect to an applicable interest in a Drawdown involving a U.S. Credit Facility or a U.S. Facility Commitment pursuant to a law in effect on the date on which (i) the Agent or such U.S. Facility Lender, as the case may be, acquires such interest in such Drawdown or U.S. Facility Commitment or (ii) the Agent or such U.S. Facility Lender, as the case may be, changes its Lending Office, except in each case to the extent that, pursuant to Section 7.5, additional amounts with respect to such Taxes were payable either to the Agent’s or such U.S. Facility Lender’s, as the case may be, assignor immediately before the Agent or such U.S. Facility Lender, as the case may be, became a party hereto or to the Agent or such U.S. Facility Lender, as the case may be, immediately before it changed its Lending Office, (c) Taxes attributable to the Agent’s or such U.S. Facility Lender’s, as the case may be, failure to comply with Section 7.5(3), and (d) any United States of America federal withholding Taxes imposed under FATCA.

“Executive Order” means the executive order No. 13224 of 23 September 2011, entitled “Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism”.

“Existing Credit Agreement” means the third amended and restated credit agreement made as of June 20, 2023, among the Canadian Borrower as Canadian borrower, the U.S. Borrower as U.S. borrower, The Bank of Nova Scotia as agent and the lenders party thereto, as amended by a clarification amending agreement made as of July 27, 2023.

“Existing Fronted Canadian LCs” has the meaning set out in Section 6.6(2).

“Existing Fronted U.S. LCs” has the meaning set out in Section 6.7(2).

“Existing Security” means, collectively, the guarantees, debentures, debenture pledge agreements, pledge agreements, assignments, instruments, control agreements, mortgages, deeds of trust, stock transfer powers executed in blank and other security agreements executed and delivered by the Borrowers and the Material Subsidiaries prior to the Effective Date.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future registrations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement entered into in connection with the implementation of the foregoing and any fiscal, regulatory, legislation, rules or

practices adopted pursuant to any such intergovernmental agreement entered into in connection with Sections 1471 through 1474 of the Code.

“FCPA” means the United States Foreign Corrupt Practices Act of 1977, including any subordinate legislation thereunder.

“Federal Funds Rate” means, for any day, the rate calculated by the Federal Reserve Bank of New York, based on such day’s federal funds transactions by depositary institutions, as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time and as published on the next succeeding Banking Day by the Federal Reserve Bank of New York as the federal funds effective rate, or, if such day is not a Banking Day, such rate for the immediately preceding Banking Day for which the same is published or, if such rate is not so published for any day that is a Banking Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day on such transactions received by the Agent from three Federal funds brokers of recognized standing selected by the Agent; provided that, if the rate as so determined above for any day would be less than the Floor, such rate shall be deemed to be the Floor for such day.

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

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

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

“Financial Instrument Obligations” means obligations arising under Financial Instruments entered into by the Canadian Borrower or a Subsidiary thereof to the extent of the net amount due or accruing due by the Canadian Borrower or such Subsidiary thereunder.

“Financing Lender” has the meaning set out in Section 2.25(1).

“Fixed Charge Event” has the meaning set out in Section 10.2(2).

“Floor” means 0.00% per annum.

“Foreign Lender” means (a) if the relevant Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the relevant Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which such Borrower is resident for tax purposes. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Former Lender” has the meaning set out in Section 10.10.

“Fronted LC” means, in respect the Canadian Syndicated Facility, a Letter of Credit issued by a Canadian Fronting Lender for the account of the Canadian Syndicated Facility Lenders and, in respect of the U.S. Syndicated Facility, a Letter of Credit issued by the U.S. Fronting Lender for the account of the U.S. Syndicated Facility Lenders.

“Fronting Lenders” means, collectively, the Canadian Fronting Lender(s) and the U.S. Fronting Lender(s); and “Fronting Lender” means any one of them as the context requires.

“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“Fundamental Transaction” has the meaning set out in Section 9.2(j).

“GAAP” means generally accepted accounting principles which are in effect from time to time in Canada including, for certainty, IFRS (but only to the extent IFRS is adopted by the Chartered Professional Accountants Canada or any successor thereto (“CPA”) as generally accepted accounting principles in Canada and, then, subject to such modifications thereto as are agreed by the CPA from time to time).

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

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

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

“Guarantor” means a Material Subsidiary which has executed and delivered to the Agent the Security.

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

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

“IFRS” means International Financial Reporting Standards including International Accounting Standards and Interpretations together with their accompanying documents which are set by the International Accounting Standards Board, the independent standard-setting body of the International Accounting Standards Committee Foundation (the “IASC Foundation”), and the International Financial Reporting Interpretations Committee, the interpretative body of the IASC Foundation.

“Incremental Facility” has the meaning set out in Section 2.26(7).

“Indemnified Parties” means, collectively, the Agent, the Lenders (including the Fronting Lenders, and the Operating Lenders), and the Lead Arrangers, including a receiver, receiver manager or similar Person appointed under applicable law, and their respective shareholders, Affiliates, officers, directors, employees, advisors and agents and “Indemnified Party” means any one of the foregoing.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the U.S. Borrower under any Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Indemnified Third Party” has the meaning set out in Section 13.3.

“Independent Engineer” means Xxxxxxx Associates Limited and includes such other firm or firms of independent engineers as may be selected from time to time by the Canadian Borrower and approved by the Majority of the Lenders (acting reasonably) in replacement thereof.

“Individual Fronting Limit” means, with respect to each Fronting Lender, the maximum Outstanding Principal of Letters of Credit for which such Fronting Lender is obligated to be a Fronting Lender hereunder, which limit is set forth opposite the name of such Fronting Lender on Part 3 of Schedule A, as the same may be amended from time to time on the direction and with the agreement in writing of such Fronting Lender and the Canadian Borrower.

“Information” has the meaning set out in Section 15.1(2).

“Interest Coverage Ratio” means, as at a Quarter End, the ratio of (a) EBITDA for the 12 months ending as at such Quarter End to (b) Interest Expense for the 12 months ending as at such Quarter End.

“Interest Expense” means, for any period, without duplication, interest expense of the Canadian Borrower determined on a consolidated basis in accordance with GAAP as the same would be set forth or reflected in a consolidated statement of income of the Canadian Borrower and, in any event and without limitation, shall include:

(a)all interest of the Borrowers and their Subsidiaries accrued or payable in respect of such period, including capitalized interest and imputed interest with respect to lease obligations;

(b)all fees of the Borrowers and their Subsidiaries (including standby and ticking fees, acceptance and stamping fees in respect of bankers’ acceptances and fees payable in respect of letters of credit, letters of guarantee and similar instruments but excluding any upfront fees and consent fees paid in connection with the establishment of, increase in or amendment of the Credit Facilities) accrued or payable in respect of such period, prorated (as required) over such period;

(c)any difference between the face amount and the discount proceeds of any bankers’ acceptances, notes, commercial paper and other obligations of the Borrowers or any Subsidiary issued at a discount, prorated (as required) over such period; and

(d)all net amounts charged or credited to interest expense under any Interest Hedging Agreements in respect of such period,

but shall exclude interest expense of the Canadian Borrower in respect of such period in respect of any Convertible Debentures and any interest expense attributable to leases of office space, operating leases under IFRS and any lease which the Canadian Borrower elects to characterize as an operating lease as provided for in paragraph (f) of the definition of Debt; and shall also exclude all interest and fees paid or payable in respect of, and any original issue discount on, the 2030 Notes which accrues prior to the Effective Date.

“Interest Hedging Agreement” means any interest swap agreement, forward rate agreement, floor, cap or collar agreement, future, derivative or option transaction, insurance or other similar agreement or arrangement, or any combination thereof, entered into by the Canadian Borrower or a Subsidiary where

the subject matter of the same is interest rates or the price, value or amount payable thereunder is dependent or based upon the interest rates or fluctuations in interest rates in effect from time to time (but, for certainty, shall exclude conventional floating rate debt).

“Interest Payment Date” means:

(a)with respect to each Canadian Prime Rate Loan and U.S. Base Rate Loan, the first (1st) Banking Day of each calendar month;

(b)with respect to each SOFR Loan and XXXXX Loan, the last day of each applicable Interest Period and, if any Interest Period is longer than three (3) months, the last Banking Day of each three (3) month period during such Interest Period; and

(c)with respect to each Letter of Credit, each day on which the applicable fees and charges in respect of each such Letter of Credit are payable pursuant to Section 6.11,

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

“Interest Period” means:

(a)with respect to each Canadian Prime Rate Loan and U.S. Base Rate Loan, the period commencing on the applicable Drawdown Date or Conversion Date, as the case may be, and terminating on the date selected by the relevant Borrower hereunder for the Conversion of such Loan into another type of Loan or for the repayment of such Loan;

(b)with respect to each XXXXX Loan, the period selected by the Canadian Borrower hereunder and being of one (1) or three (3) months’ duration, subject to market availability, (or, subject to the agreement of all of the applicable Lenders, a longer or shorter period) commencing on the Drawdown Date, Rollover Date or Conversion Date of such Loan;

(c)with respect to each SOFR Loan, a period of one (1), three (3) or six (6) months or such shorter or longer period as may be agreed to by all of the applicable Lenders (in each case, subject to the market availability thereof), commencing on the applicable Drawdown Date, Rollover Date or Conversion Date, as the case may be; and

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

provided that (i) the last day of each Interest Period shall be also the first day of the next Interest Period in the case of a Rollover; (ii) the last day of each Interest Period shall be a Banking Day and if the last day of an Interest Period selected by a Borrower is not a Banking Day such Borrower shall be deemed to have selected an Interest Period the last day of which is the Banking Day next following the last day of the Interest Period selected unless such next following Banking Day falls in the next calendar month in which event such Borrower shall be deemed to have selected an Interest Period the last day of which is the Banking Day immediately preceding the last day of the Interest Period selected by such Borrower; (iii) any Interest Period with respect to a Loan that begins on the last Banking Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Banking Day of the relevant calendar month at the end of such Interest Period; (iv) unless otherwise contemplated by this Agreement, the last day of all Interest Periods for Loans outstanding under a given Credit Facility shall expire on or prior to the Maturity Date applicable thereto, subject, however, in the case of Letters of Credit issued under the Operating Facilities to the provisions of

Section 6.2; and (v) no tenor that has been removed from this definition pursuant to Section 12.2(d) shall be available for specification in such Drawdown Notice, Rollover Notice or Conversion Notice.

“Investment” means: (a) any purchase or other acquisition of shares or other securities of any Person; (b) any loan, advance, extension of credit, guarantee, indemnity or other form of financial assistance to or for the benefit of any Person; (c) any capital contribution to any other Person; and (d) any purchase or other acquisition of any assets, property or undertaking other than an acquisition in the ordinary course of business of the purchaser.

“Judgment Conversion Date” has the meaning set out in Section 13.4(1).

“Judgment Currency” has the meaning set out in Section 13.4(1).

“Junior Refinancing Debt” means any Debt of the Canadian Borrower or any Material Subsidiary issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund, the Notes and Other Unsecured Debt or the Second Lien Debt; provided that:

(a) the principal amount (or accreted value, if applicable) of such permitted refinancing Debt does not exceed: (i) the maximum principal amount (or accreted value, if applicable) of the then outstanding Notes and Other Unsecured Debt or Second Lien Debt (as applicable and excluding, for certainty all accrued and unpaid interest on such indebtedness and the amount of all costs, fees, expenses and premiums incurred in connection therewith), plus (ii) the amount of incremental Debt that may be incurred in compliance with Section 9.3(c);

(b) such permitted refinancing Debt has a final maturity date not earlier than the later of (i) two (2) months after the then latest Maturity Date in effect and (ii) the final maturity date of such Notes and Other Unsecured Debt or the Second Lien Debt (as applicable) being extended, refinanced, renewed, replaced, defeased or refunded;

(c) if such permitted refinancing Debt is secured, such permitted refinancing Debt is subject to and not prohibited under the terms of the Second Lien Intercreditor Agreement;

(d) either (i) the covenants and terms of such permitted refinancing Debt are not more restrictive, taken as a whole, than the terms of this Agreement or (ii) the Majority of the Lenders shall be entitled to exercise a “most favoured nation” option which entitles them to incorporate into this Agreement any such covenant or term which is more restrictive than the terms of this Agreement; provided that any such incorporation will only apply if and for so long as such permitted refinancing Debt remains outstanding; and

(e) such permitted refinancing Debt otherwise meets the requirements of the definition of Notes and Other Unsecured Debt or Second Lien Debt, as applicable.

“Lead Arrangers” means, collectively, The Bank of Nova Scotia (carrying on business under the name “Scotiabank”), Canadian Imperial Bank of Commerce and Royal Bank Of Canada (carrying on business under the name “RBC Capital Markets”), each in its capacity as a joint lead arranger and a joint bookrunner.

“Lender Financial Instrument” means a Financial Instrument entered into between a Lender or a Hedging Affiliate and the Canadian Borrower or a Subsidiary and, for certainty, includes those Financial Instruments previously entered into by Lenders and Hedging Affiliates with Baytex Energy Ltd.

“Lender Financial Instrument Obligations” means, collectively, all of the obligations, indebtedness and liabilities (present or future, absolute or contingent, mature or not) of the Canadian Borrower and its Subsidiaries under, pursuant or relating to any and all Lender Financial Instruments.

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

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

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

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

(d)(i) institutes, or has instituted against it by a regulator, supervisor or any similar Governmental Authority with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organization or the jurisdiction of its head or home office, (A) a proceeding pursuant to which such Governmental Authority takes control of such Lender’s or Lender Parent’s assets, (B) a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy, insolvency or winding-up law or other similar law affecting creditors’ rights, or (C) a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar Governmental Authority; or (ii) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy, insolvency or winding-up law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and such proceeding or petition is instituted or presented by a Person or entity not described in clause (i) above and either (A) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained in each case within 15 days of the institution or presentation thereof;

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

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

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

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

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

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

“Lenders’ Counsel” means the firm of [redacted] or such other firm of legal counsel as the Agent may from time to time designate.

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s administrative questionnaire or such other office or offices as a Lender may from time to time notify the U.S. Borrower and the Agent, and for the purpose of Section 12.3, means its Lending Office in effect as of the date hereof and any other office or offices in the same country (unless otherwise consented to by the Borrowers for the purpose of Section 12.3).

“Letter of Credit” or “LC” means a letter of credit or letter of guarantee in form satisfactory to the applicable Fronting Lender, the applicable Operating Lender or the Agent (as the case may be), and issued by (a) in the case of an Operating Facility, the applicable Operating Lender, (b) in the case of the Canadian Syndicated Facility, the Canadian Fronting Lender for the account of the Canadian Syndicated Facility Lenders in the case of a Fronted LC or by the Agent as attorney-in-fact on behalf of each of the Canadian Syndicated Facility Lenders in the case of a POA LC, and (c) in the case of the U.S. Syndicated Facility, the U.S. Fronting Lender for the account of the U.S. Syndicated Facility Lenders, in each case acting at the request of and in accordance with the instructions of the applicable Borrower, to make payment in accordance with the terms and conditions thereof of an amount to or to the order of a third party.

“Liability Management Rating” means, for any Primary Jurisdiction, the environmental liability management rating (or equivalent) relating to the upstream oil and gas xxxxx, facilities and pipelines located within such jurisdiction, as determined in accordance with the rules and regulations of each applicable Primary Jurisdiction and its Energy Regulator for the then relevant period (and, for certainty, after adjusting the “deemed assets” (or the equivalent) to include any security deposits provided to the applicable Energy Regulator if such security deposits are so included by the applicable Energy Regulator).

“LMR Assets” means, for any province or similar jurisdiction in Canada, all of the upstream oil and gas xxxxx, facilities, pipelines and other physical assets relevant to the determination of the Liability Management Rating in such jurisdiction.

“Loan” means a Canadian Prime Rate Loan, U.S. Base Rate Loan, SOFR Loan, XXXXX Loan or Letter of Credit outstanding hereunder.

“Loan Parties” means, collectively, the Borrowers and the Guarantors, and “Loan Party” means any one of them.

“Majority of the Lenders” means:

(a)during the continuance of a Default or an Event of Default, two or more Lenders, the Rateable Portions of all Outstanding Principal of which are, in the aggregate, at least 66⅔% of all Outstanding Principal; and

(b)at any other time, two or more Lenders, the Commitments of which are, in the aggregate, at least 66⅔% of the Commitments of all Lenders hereunder,

provided that, notwithstanding the foregoing:

(i)for the purposes of determining the Rateable Portions of the Outstanding Principal under the Canadian Credit Facilities during the continuance of a Default or Event of Default, such Rateable Portions shall be determined as if an Acceleration had occurred and the purchase of participations and other transactions and adjustments contemplated by Section 11.10(1)(a) had been completed so that the aggregate Outstanding Principal owing to each of the

Lenders under the Canadian Credit Facilities is in the same proportion as each Lender’s Aggregate Individual Canadian Commitment is to the Total Canadian Commitment as at any date of determination;

(ii)for the purposes of determining the Rateable Portions of the Outstanding Principal under the U.S. Credit Facilities during the continuance of a Default or Event of Default, such Rateable Portions shall be determined as if an Acceleration had occurred and the purchase of participations and other transactions and adjustments contemplated by Section 11.10(1)(b) had been completed so that the aggregate Outstanding Principal owing to each of the Lenders under the U.S. Credit Facilities is in the same proportion as each Lender’s Aggregate Individual U.S. Commitment is to the Total U.S. Commitment as at any date of determination; and

(iii)with respect to an amendment or waiver of, or consent or determination relating to any matter which (A) only affects one of the Credit Facilities or affects more than one Credit Facility but does not affect all of the Credit Facilities and (B) requires the agreement or waiver of the Majority of the Lenders, the Majority of the Lenders shall be determined by reference to only the applicable Lenders under the affected Credit Facility or Credit Facilities.

“Material Acquisition” means an acquisition (whether in one transaction or in a series of related transactions and including an acquisition by way of amalgamation) by the Canadian Borrower or any of its Subsidiaries of (a) assets or (b) shares or other ownership interests in a Person who becomes a Subsidiary of the Canadian Borrower, in each case, which increases Consolidated Assets by more than 10% (net of the amount of any related dispositions).

“Material Adverse Effect” means a material adverse effect on:

(a)the financial condition of the Canadian Borrower on a consolidated basis and taken as a whole;

(b)the ability of any of the Borrowers or their respective Subsidiaries to observe or perform their respective obligations under the Documents to which it is a party or the validity or enforceability of such Documents or any material provision thereof; or

(c)the property, business, operations, liabilities or capitalization of the Canadian Borrower and its Subsidiaries on a consolidated basis and taken as a whole.

“Material Disposition” means a sale, transfer or other disposition (whether in one transaction or in a series of related transactions) by the Canadian Borrower or any of its Subsidiaries of (a) assets or (b) shares or other ownership interests in a Subsidiary of the Canadian Borrower, in each case, which decreases Consolidated Assets by more than 10% (net of the amount of any related acquisitions).

“Material Subsidiary” means any Subsidiary of the Canadian Borrower which:

(a)has consolidated assets equal to or greater than 5.0% of the Consolidated Assets;

(b)has consolidated net income equal to or greater than 5.0% of Net Income;

(c)has provided a Guarantee of any Debt, Financial Instrument Obligations or Cash Management Obligations or Convertible Debentures; or

(d)is designated as a Designated Material Subsidiary pursuant to Section 10.1(4),

provided that, in any event, the U.S. Borrower and the Baytex LuxCo shall be deemed to be Material Subsidiaries.

“Maturity Date” means:

(a)with respect to the Canadian Syndicated Facility, the Canadian Syndicated Facility Maturity Date;

(b)with respect to the U.S. Syndicated Facility, the U.S. Syndicated Facility Maturity Date;

(c)with respect to the Canadian Operating Facility, the Canadian Operating Facility Maturity Date; and

(d)with respect to the U.S. Operating Facility, the U.S. Operating Facility Maturity Date.

“Moody’s” means Xxxxx’x Ratings, a division of Xxxxx’x Investors Service, Inc. its Affiliates and any successors thereto.

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA, to which a Borrower or any member of the Controlled Group is obligated to make contributions, or during the preceding six (6) years has made or been obligated to make contributions.

“Net Income” means, for any fiscal year of the Canadian Borrower, the net income of the Canadian Borrower determined on a consolidated basis in accordance with GAAP, as set forth in the annual consolidated financial statements of the Canadian Borrower for such fiscal year.

“New Rules” has the meaning set out in Section 12.3(2).

“Non-Financial LCs” means Letters of Credit issued under a Credit Facility which are not “direct credit substitutes” within the meaning of the Capital Adequacy Requirements (or within the meaning of the analogous provisions of other Applicable Laws or other applicable guidelines), as determined by the Agent, the applicable Operating Lender or the applicable Fronting Lender (each acting reasonably).

“Non-Standard Interest Period” means, (a) with respect to a SOFR Loan, an Interest Period which is for a term other than one, three or six months and (b) with respect to a Term XXXXX Loan, an Interest Period which is for a term other than one or three months.

“Notes and Other Unsecured Debt” means any one or more of the following: (a) the Specified Indebtedness; or (b) any other unsecured indebtedness for borrowed money evidenced by a bond, debenture, note or other similar evidence of indebtedness (excluding Convertible Debentures and Cash Management Obligations).

“Obligations” means, collectively and at any time and from time to time, all of the obligations, indebtedness and liabilities (present or future, absolute or contingent, matured or not) of the Borrowers and their Subsidiaries to the Lenders or the Agent under, pursuant or relating to the Documents or the Credit Facilities and whether the same are from time to time reduced and thereafter increased or entirely extinguished and thereafter incurred again and including all principal, interest, fees, legal and other costs, charges and expenses, and other amounts payable by the Borrowers under this Agreement.

“OECD” means the Organization for Economic Co-operation and Development (or any successor thereto).

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

“Officer’s Certificate” means a certificate or notice (other than a Compliance Certificate) signed by any one of the president, chief executive officer, chief financial officer, a vice president, treasurer, assistant treasurer, controller, corporate secretary or assistant secretary of a Borrower or any of their respective Subsidiaries, as the case may be, (including, in the case of a partnership, trust or other Person, a certificate or notice signed by such an officer of a general partner, managing partner, trustee, administrator or other similar Person of or with respect to such partnership, trust or other Person); provided, however, that Drawdown Notices, Conversion Notices, Rollover Notices and Repayment Notices shall be executed on behalf of a Borrower by any one of the foregoing Persons or such other Persons as may from time to time be designated by written notice from the Canadian Borrower to the Agent.

“Operating Facilities” means, collectively, the Canadian Operating Facility and the U.S. Operating Facility, and “Operating Facility” means either of such credit facilities.

“Operating Lenders” means, collectively, the Canadian Operating Lender and the U.S. Operating Lender, and “Operating Lender” means either one of them as the context requires.

“Order” has the meaning set out in Section 6.12(5).

“OSFI” means the Office of the Superintendent of Financial Institutions Canada (or any successor thereto).

“Other Connection Taxes” means, with respect to the Agent or any U.S. Facility Lender, Taxes imposed as a result of a present or former connection between the Agent or such U.S. Facility Lender, as the case may be, and the jurisdiction imposing such Tax (other than connections arising from the Agent or such U.S. Facility Lender, as the case may be, having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction involving the U.S. Credit Facilities pursuant to or enforced any Document, or sold or assigned an interest in any Drawdown or Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment.

“Outstanding Principal” means, at any time, the aggregate of (a) the principal amount of all outstanding U.S. Base Rate Loans and SOFR Loans, (b) the Equivalent Amount in United States Dollars of the principal amount of all outstanding Canadian Prime Rate Loans and XXXXX Loans, (c) the maximum amount available to be drawn under all outstanding Letters of Credit denominated in United States Dollars, and (d) the Equivalent Amount in United States Dollars of the maximum amount available to be drawn under all outstanding Letters of Credit denominated in Canadian Dollars; provided that where expressly so indicated, the Outstanding Principal will be determined only with respect to the outstanding Loans and, if applicable, issued Letters of Credit under a particular Credit Facility.

“Overdraft Loans” has the meaning set out in Section 2.2(3).

“PBGC” means the U.S. Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

“P&NG Leases” means, collectively, any and all documents of title including leases, reservations, permits, licences, unit agreements, assignments, trust declarations, participation, exploration, farm-out, farm-in, royalty, purchase or other agreements by virtue of which a Borrower or any Subsidiary is entitled to explore for, drill for, recover, take or produce Petroleum Substances of any kind whatsoever from or with respect to P&NG Rights owned by a Borrower or any Subsidiary (as applicable), or to share in the

production or proceeds of production or any part thereof or proceeds of royalty, production, profits or other interests out of, referable to or payable in respect of Petroleum Substances of any kind whatsoever from or with respect to P&NG Rights owned by a Borrower or any Subsidiary (as applicable), and the rights of the Borrowers or any Subsidiary (as applicable) thereunder.

“P&NG Rights” means all of the right, title, estate and interest, whether contingent or absolute, legal or beneficial, present or future, vested or not, and whether or not an “interest in land”, of the Borrowers and their Subsidiaries in and to any of the following, by whatever name the same are known:

(a)rights to explore for, drill for and produce, take, save or market Petroleum Substances;

(b)rights to a share of the production of Petroleum Substances;

(c)rights to a share of the proceeds of, or to receive payments calculated by reference to the quantity or value of, the production of Petroleum Substances;

(d)rights to acquire any of the rights described in subparagraphs (a) through (c) of this definition;

(e)interests in any rights described in subparagraphs (a) through (d) of this definition; and

(f)all extensions, renewals, replacements or amendments of or to the foregoing items described in subparagraphs (a) through (e) of this definition;

and including interests and rights known as working interests, royalty interests, overriding royalty interests, gross overriding royalty interests, production payments, profits interests, net profits interests, revenue interests, net revenue interests, economic interests and other interests and fractional or undivided interests in any of the foregoing and freehold, leasehold or other interests.

“Participant Register” has the meaning set out in Section 15.7.

“Payment Recipient” has the meaning set out in Section 14.15(1).

“Periodic Term XXXXX Determination Day” has the meaning set out in the definition of “Term XXXXX”.

“Permitted Contest” means action taken by or on behalf of a Borrower or a Subsidiary in good faith by appropriate proceedings diligently pursued to contest a Tax, claim or Security Interest; provided that:

(a)the Person to which the Tax, claim or Security Interest being contested is relevant (and, in the case of a Subsidiary, the Canadian Borrower on a consolidated basis) has established reasonable reserves therefor if and to the extent required by GAAP;

(b)proceeding with such contest does not have, and would not reasonably be expected to have, a Material Adverse Effect; and

(c)proceeding with such contest will not create a material risk of sale, forfeiture or loss of, or interference with the use or operation of, a material part of the proved, producing reserves of Petroleum Substances of the Canadian Borrower and its Subsidiaries.

“Permitted Dispositions” means, in respect of a Borrower or any of their Subsidiaries, any one or more of the following:

(a)a sale or disposition by a Borrower or such Subsidiary in the ordinary course of business and in accordance with sound industry practice of tangible personal property that is obsolete, no longer useful for its intended purpose or being replaced in the ordinary course of business;

(b)a sale or disposition of assets (including Voting Shares and other shares or ownership interests) by a Subsidiary of a Borrower to a Borrower, by a Subsidiary to a Material Subsidiary which is a Wholly-Owned Subsidiary and by a Borrower to a Material Subsidiary which is a Wholly-Owned Subsidiary;

(c)a sale or disposition by a Borrower or any Subsidiary thereof of its interest in machinery, equipment or other tangible personal property for which Purchase Money Obligations were incurred and which obligations are fully repaid concurrently with such sale or disposition;

(d)a sale or disposition by any of them of P&NG Rights and P&NG Leases resulting from any pooling, unit or farm-out agreement entered into in the ordinary course of business and in accordance with sound industry practice when, in its reasonable judgment, it is necessary to do so in order to facilitate the orderly exploration, development or operation of such P&NG Rights or P&NG Leases; and

(e)any other sale or disposition of assets of a Borrower or a Subsidiary, provided that such sale or disposition: (i) does not include any P&NG Leases or P&NG Rights (for certainty, such restriction does not include and is not intended to apply to sales of Petroleum Substances actually produced and taken pursuant to such P&NG Leases and P&NG Rights, as opposed to the P&NG Leases and P&NG Rights themselves); and (ii) is made in the ordinary course of business at fair market value to a Person at arm’s length from the Canadian Borrower and its Subsidiaries, subject to the express provisions of this Agreement.

“Permitted Encumbrances” means, as at any particular time, any of the following Security Interests on the property or any part of the property of a Borrower or any Subsidiary:

(a)liens for taxes, assessments or governmental charges not at the time due or delinquent or, if due or delinquent, the validity of which is being contested at the time by a Permitted Contest;

(b)deemed liens and trusts arising by operation of law in connection with workers’ compensation, employment insurance and other social security legislation, in each case, which secure obligations not at the time due or delinquent or, if due or delinquent, the validity of which is being contested at the time by a Permitted Contest;

(c)liens under or pursuant to any judgment rendered, or claim filed, against a Borrower or a Subsidiary, which a Borrower or such Subsidiary (as applicable) shall be contesting at the time by a Permitted Contest;

(d)undetermined or inchoate liens and charges incidental to construction, maintenance or current operations which have not at such time been registered or filed pursuant to applicable law against a Borrower or a Subsidiary or the subject property or which relate to obligations not due or delinquent or, if due or delinquent, the validity of which is being contested at the time by a Permitted Contest;

(e)liens incurred or created in the ordinary course of business and in accordance with sound industry practice in respect of the exploration, development or operation of P&NG Rights, related production or processing facilities in which such Person has an interest or the transmission of Petroleum Substances, in each case, as security in favour of any other Person conducting or participating in the exploration, development, operation, production, processing or transmission of the property to which such liens relate, for a Borrower’s or any Subsidiary’s portion of the costs and expenses of such exploration, development, operation, production, processing or transmission, provided that such costs or expenses are not due or delinquent or, if due or delinquent, the validity of which is being contested at the time by a Permitted Contest;

(f)liens for penalties arising under non-participation or independent operations provisions of operating or similar agreements in respect of a Borrower’s or any Subsidiary’s P&NG Rights, provided that such liens do not materially detract from the value of any material part of the property of the Canadian Borrower and its Subsidiaries, taken as a whole;

(g)any right of first refusal in favour of any Person granted in the ordinary course of business with respect to all or any of the P&NG Rights of a Borrower or any Subsidiary;

(h)easements, rights of way, servitudes or other similar rights in land (including, without in any way limiting the generality of the foregoing, rights of way and servitudes for railways, sewers, drains, gas and oil and other pipelines, gas and water mains, electric light and power and telecommunication, telephone or telegraph or cable television conduits, poles, wires and cables) granted to or reserved or taken by other Persons which individually or in the aggregate do not materially detract from the value of the land concerned or materially impair its use in the operation of the business of the Canadian Borrower and its Subsidiaries, taken as a whole;

(i)security given by a Borrower or a Subsidiary to a public utility or any municipality or governmental or other public authority when required by such utility or municipality or other authority in connection with the operations of such Borrower or such Subsidiary (as applicable), all in the ordinary course of its business which individually or in the aggregate do not materially detract from the value of the asset concerned or materially impair its use in the operation of the business of the Canadian Borrower and its Subsidiaries, taken as a whole;

(j)the reservation in any original grants from the Crown of any land or interests therein and statutory exceptions and reservations to title;

(k)any encumbrance or agreement now in effect relating to pooling or a plan of unitization affecting the property of any Borrower or any Subsidiary, or any part thereof;

(l)royalties, net profits and other interests and obligations arising in accordance with standard industry practice and in the ordinary course of business, under P&NG Leases in which a Borrower or a Subsidiary have any interest;

(m)Security Interests in favour of the Lenders or the Agent on behalf of the Lenders;

(n)the Security;

(o)Assumed Acquisition Liens;

(p)any operating lease entered into in the ordinary course of business, provided that the same is not a Sale-Leaseback;

(q)Security Interests:

(i)created, incurred or assumed to secure any Purchase Money Obligations, provided that the foregoing Security Interests are limited to the property or assets purchased or acquired and the proceeds thereof; and

(ii)which are not otherwise Permitted Encumbrances; provided that such Security Interests do not attach generally to all or substantially all of the undertaking, assets and property of a Borrower or any Subsidiary (such as a Security Interest in the nature of a floating charge on all or substantially all of the undertaking, assets and property of a Person),

provided that the aggregate amount of obligations secured thereby does not at any time exceed the Threshold Amount (or the Equivalent Amount thereof in Canadian Dollars or the equivalent thereof in any other currency);

(r)Security Interests in favour of the Second Lien Creditors in respect of Second Lien Debt for so long as such Security Interests shall be subordinated and postponed to the Security Interests constituted by the Security in accordance with, and shall be subject to, the Second Lien Intercreditor Agreement;

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

provided that nothing in this definition shall in and of itself cause the Obligations hereunder to be subordinated in priority of payment to any such Permitted Encumbrance or cause any Security Interests in favour of the Lenders or the Agent on behalf of the Lenders to rank subordinate to any such Permitted Encumbrance.

“Person” means any individual, firm, partnership (whether general or limited), company, corporation, limited liability company, unlimited liability company, joint venture entity or other body corporate, Governmental Authority, agency, instrumentality, trust, unincorporated body of persons or association and the heirs, executors, administrators or other legal representatives of an individual.

“Petroleum Substances” means any one or more of crude oil, crude bitumen, synthetic crude oil, petroleum, natural gas, natural gas liquids, related hydrocarbons and any and all other substances, whether liquid, solid or gaseous, whether hydrocarbons or not, produced or producible in association with any of the foregoing, including hydrogen sulphide and sulphur.

“Plan” means an employee pension benefit plan (other than a Multiemployer Plan) maintained for employees of a Borrower or any member of the Controlled Group covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code.

“Platform” has the meaning set out in Section 15.19.

“POA LC” means a Letter of Credit issued by the Canadian Syndicated Facility Lenders (each as to their respective Rateable Portions thereof) under the Canadian Syndicated Facility and executed by the Agent in the name and on behalf of, as attorney-in-fact for, the Canadian Syndicated Facility Lenders, with each

such Letter of Credit to include the provisions and to be substantially in the form annexed hereto as Schedule I.

“Prepaid Obligations” means “take or pay”, forward sale, prepaid or similar liabilities of a Person whereby such Person is obligated to settle, at some future date, an obligation in respect of Petroleum Substances, whether by deliveries (accelerated or otherwise) of Petroleum Substances, the payment of money or otherwise however, including the transfer of any Petroleum Substances, whether in place or when produced, for a period of time until, or of an amount such that, the lender or purchaser will realize therefrom a specified amount of money (however determined, including by reference to interest rates or other factors which may not be fixed) or a specified amount of such products or any interest in property of the character commonly referred to as a “production payment” and all such obligations for which such Person is liable without having received and retained a payment therefor or having assumed such obligation.

“Primary Jurisdiction” means, collectively, any province or similar jurisdiction in Canada where (a) the Canadian Borrower and its Material Subsidiaries, in aggregate, directly own or operate any LMR Assets and (b) the aggregate associated undiscounted and uninflated abandonment and reclamation liabilities (expressed in nominal dollars) of such LMR Assets in such jurisdiction, as shown in the most recent Abandonment and Reclamation Report delivered to the Agent, are in excess of the Threshold Amount.

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

“Quarter End” means March 31, June 30, September 30 and December 31 in each year.

“Rateable” and “Rateably” means, at any date of determination, the proportion that the Equivalent Amount in United States Dollars of the amount of the Secured Obligations of any Lender, Hedging Affiliate and Cash Manager thereof bears to the aggregate of the Equivalent Amount in United States Dollars of the Secured Obligations of all Lenders, Hedging Affiliates and/or Cash Managers, as determined at the Adjustment Time.

“Rateable Portion”, as regards any Lender, with regard to any amount of money, means:

(a)in respect of the Canadian Syndicated Facility and Drawdowns, Conversions, Rollovers and Loans and other amounts payable thereunder, the product obtained by multiplying that amount by the quotient obtained by dividing (i) that Xxxxxx’s Canadian Syndicated Facility Commitment by (ii) the aggregate of all of the Lenders’ Canadian Syndicated Facility Commitments; and

(b)in respect of the U.S. Syndicated Facility and Drawdowns, Conversions, Rollovers and Loans and other amounts payable thereunder, the product obtained by multiplying that amount by the quotient obtained by dividing (i) that Xxxxxx’s U.S. Syndicated Facility Commitment by (ii) the aggregate of all of the Lenders’ U.S. Syndicated Facility Commitments;

and when used with reference to (1) a Syndicated Facility taken as a whole, means the product obtained by multiplying the amount of the Drawdown, Conversion, Rollover or Loan, or other amount in respect thereof, by the percentage obtained by dividing the aggregate of that Xxxxxx’s applicable Commitments under such Syndicated Facility by the aggregate Commitments of such Syndicated Facility and (2) the

Credit Facilities taken as a whole, means the product obtained by multiplying the amount of the Drawdown, Conversion, Rollover or Loan, or other amount in respect thereof, by the percentage obtained by dividing the aggregate of that Lender’s applicable Commitments by the Total Commitment; provided that, for certainty, with respect to a given Lender and the payment of all Obligations owing to such Lender (i) on the Maturity Date applicable to such Lender or (ii) pursuant to Section 2.20 or Section 2.22, the amount of such payment shall be deemed to be such Lender’s Rateable Portion.

“Regulations T, U, and X” mean Regulations T, U, and X of the Federal Reserve Board, as the same is from time to time in effect, and all official rulings and interpretations thereunder or thereof.

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

“Relevant Governmental Body” means:

(a)in respect of any SOFR Loan (or any Benchmark Replacement thereof), the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto; and

(b)in respect of any XXXXX Loan (or any Benchmark Replacement thereof), the Bank of Canada, or a committee officially endorsed or convened by the Bank of Canada, or any successor thereto.

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

“Required Permits” means all Governmental Authorizations which are necessary at any given time for a Borrower and their Material Subsidiaries to own and operate its property, assets, rights and interests or to carry on its business and affairs.

“Required Rating” means, in respect of each Lender, a credit rating for long term senior unsecured and unsubordinated debt of such Lender of at least A+ by S&P and A1 by Xxxxx’x.

“Resolution Authority” means, with respect to an EEA Financial Institution, an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Revolving Facility Commitment” means, as the context requires, a Canadian Syndicated Facility Commitment, a U.S. Syndicated Facility Commitment, a Canadian Operating Facility Commitment or a U.S. Operating Facility Commitment.

“Revolving Syndicated Facilities” means, collectively, the Canadian Syndicated Facility and the U.S. Syndicated Facility, and “Revolving Syndicated Facility” means any one of such credit facilities.

“Revolving Syndicated Facility Commitment” means, as the context requires, a Canadian Syndicated Facility Commitment or a U.S. Syndicated Facility Commitment.

“Revolving Syndicated Facility Lenders” means the Lenders having Revolving Syndicated Facility Commitments.

“Rollover” means:

(a)with respect to any SOFR Loan or XXXXX Loan, the continuation of all or a portion of such Loan (subject to the provisions hereof) for an additional Interest Period subsequent to the initial or any subsequent Interest Period applicable thereto; and

(b)with respect to Letters of Credit, the extension or replacement of an existing Letter of Credit, provided the beneficiary thereof (including any successors or permitted assigns thereof) remains the same, the maximum amount available to be drawn thereunder is not increased, the currency in which the same is denominated remains the same and the terms upon which the same may be drawn remain the same,

in each case, under the same Credit Facility under which the maturing Loan was made. “Rolled Over” has the meaning correlative thereto.

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

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

“S&P” means S&P Global Ratings, a division of S&P Global Inc. its Affiliates and any successors thereto.

“Sale-Leaseback” means an arrangement, transaction or series of arrangements or transactions under which title to any real property, tangible personal property or fixture is transferred by a Borrower or a Subsidiary (a “transferor”) to another Person which leases or otherwise grants the right to use such property to the transferor (or nominee of the transferor) and, whether or not in connection therewith, the transferor also acquires a right or is subject to an obligation to acquire such property or a material portion thereof, and regardless of the accounting treatment of such arrangement, transaction or series of arrangements or transactions.

“Sanctioned Person” means:

(a)a Person that is designated under, listed on, or owned or controlled by a Person designated under or listed on, or acting on behalf of a Person designated under or listed on, any Sanctions List;

(b)a Person that is located in, incorporated under the laws of, or owned or (directly or indirectly) controlled by, or acting on behalf of, a Person located in or organized under the laws of a country or territory that is the target of country-wide or territory-wide Sanctions;

(c)a Person that is otherwise a target of Sanctions (“target of Sanctions” signifying a Person with whom a Person or other national of a Sanctions Authority would be prohibited or restricted by law from engaging in trade, business or other activities); or

(d)any other Person to which one or more Lenders would not be permitted to make a loan, or provide funding, in accordance with the Sanctions, or otherwise deal with pursuant to the Sanctions.

“Sanctions” means the economic sanctions laws, regulations, embargoes or restrictive measures imposed, administered, enacted or enforced by any Sanctions Authority, including any sanctions or requirements imposed by, or based upon the obligations or authorities set forth in, the Special Economic Measures Act (Canada), the Justice for Victims of Corrupt Foreign Officials Act (Canada), the Export and Import Permits Act (Canada) or the United Nations Act (Canada), the Executive Order, the U.S. Bank

Secrecy Act (31 U.S.C. §§ 5311 et seq.), the U.S. Money Laundering Control Act of 1986 (18 U.S.C. §§ 1956 et seq.), the USA Patriot Act of 2001, the U.S. International Emergency Economic Powers Act (50 U.S.C. §§ 1701 et seq.), the U.S. Trading with the Enemy Act (50 U.S.C. App. §§ 1 et seq.), the U.S. United Nations Participation Act, the U.S. Syria Accountability and Lebanese Sovereignty Act, the U.S. Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010 or the Iran Sanctions Act (United States), or any of the foreign assets control regulations of the U.S. Department of the Treasury (including but not limited to 31 CFR, Subtitle B, Chapter V) or any other law or executive order relating thereto or regulation administered by OFAC; provided that, with respect to economic sanctions laws, regulations, embargoes or restrictive measures imposed, administered or enforced from time to time by any Sanctions Authority outside of Canada, only to the extent such sanctions or trade embargoes would not violate Applicable Law in Canada.

“Sanctions Authority” means any of: (a) the Canadian government; (b) the United States government; (c) the United Nations; (d) the European Union; (e) the United Kingdom; or (f) the respective governmental institutions, departments and agencies of any of the foregoing, including OFAC and Global Affairs Canada, the United States Department of State, and His Majesty’s Treasury of the United Kingdom; and “Sanctions Authorities” means all of the foregoing Sanctions Authorities, collectively.

“Sanctions List” means the “Specially Designated Nationals and Blocked Persons” list maintained by OFAC, the Current Sanctions Imposed by Canada List maintained by Global Affairs Canada, the Consolidated List of Financial Sanctions Targets and the Investment Ban List maintained by His Majesty’s Treasury of the United Kingdom, or any substantially similar list maintained by, or public announcement of Sanctions designation made by, any of the Sanctions Authorities.

“Second Lien Creditors” means, collectively, the lenders (including holders of any bonds, debentures, notes or other evidence of indebtedness under any Second Lien Financing Agreement), and any administrative or collateral agents or trustees from time to time under any Second Lien Financing Agreement, and includes any replacements thereof in connection with secured Junior Refinancing Debt.

“Second Lien Debt” means all Debt created, incurred or issued by the Canadian Borrower and which is owing to the Second Lien Creditors pursuant to the terms of a Second Lien Financing Agreement, which Debt has all of the following characteristics:

(a)the aggregate principal amount thereof outstanding at any one time shall not exceed, in the aggregate, U.S.$500,000,000;

(b)the proceeds thereof are used solely to redeem, retire, defease, purchase, prepay or otherwise acquire for value Notes and Other Unsecured Debt;

(c)an initial final maturity in respect of repayment of principal later than one years after the then latest Maturity Date in effect at the time such Second Lien Debt is created, incurred, assumed or guaranteed;

(d)no scheduled cash principal payments thereunder prior to the first anniversary after the then latest Maturity Date in effect at time such Second Lien Debt is created, incurred or issued;

(e)no Default or Event of Default is continuing at the time creation, incurrence or issuance of such Debt or would exist immediately thereafter;

(f)no mandatory redemption, purchase for cancellation or other repayment thereof (including any defeasance) in a circumstance when the Canadian Borrower is not also required to repay all Secured Obligations prior thereto;

(g)no cross-default to other Debt (as opposed to a cross-acceleration thereto or a payment default on maturity) or any maintenance financial tests (as opposed to an incurrence test); and

(h)such Debt is subject to a Second Lien Intercreditor Agreement.

“Second Lien Financing Agreement” means any credit agreement, indenture or other principal financing document by and between the Canadian Borrower and the Second Lien Creditors governing the terms and conditions of the Second Lien Debt as such agreement, indenture or other document may be amended, restated, supplemented or replaced from time to time as permitted hereunder and under the Second Lien Intercreditor Agreement.

“Second Lien Intercreditor Agreement” means an intercreditor agreement by and between the Borrowers, the Guarantors, the Second Lien Creditors (or a representative thereof), and the Agent on behalf of itself, the Lenders and the Hedging Affiliates, as amended, restated, supplemented or replaced from time to time, which intercreditor agreement shall incorporate the material terms set forth in Schedule L attached hereto with such amendments as may be agreed to by (a) the Agent in the case of amendments that are solely administrative or immaterial in nature, or (b) in all other cases, the Majority of the Lenders, acting reasonably, and shall otherwise be in form and substance satisfactory to the Agent (acting reasonably).

“Secured Obligations” means, collectively, the Obligations, the Lender Financial Instrument Obligations and the Cash Management Obligations.

“Security” means, collectively, (a) the Existing Security and (b) such other guarantees, debentures, debenture pledge agreements, pledge agreements, control agreements, assignments, security agreements, stock transfer powers executed in blank and other agreements, documents or instruments as required to secure the Obligations and Lender Financial Instrument Obligations, equally and rateably, by first priority Security Interests on, to and against, subject to Section 10.1, all present and future property, assets and undertaking of the Borrowers and the Material Subsidiaries and, in the case of the Borrowers and the Material Subsidiaries with U.S. P&NG Assets, subject to Section 10.1, any mortgage or deed of trust, as applicable, in respect of such U.S. P&NG Assets, in each case, in accordance with Section 10.1(2).

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

(a)(i) deposits or transfers of cash, marketable securities or other financial assets or (ii) rights of set-off or (iii) other preferential arrangements, which in any case are made, created or entered into, as the case may be, for the purpose of or having the effect (directly or indirectly) of (A) securing Debt or (B) preferring some holders of Debt over other holders of Debt;

(b)the rights of lessors under capital leases and any other lease financing; and

(c)absolute assignments of accounts receivable, except for absolute assignments of accounts receivable made in conjunction with a sale of related P&NG Rights which is permitted by the provisions hereof.

“Senior Secured Debt” means, on any date of determination, the aggregate of the following (without duplication):

(a)the principal amount of the Obligations and, to the extent the same are due and payable and have not been paid as and when required by the Financial Instrument governing the same, the Lender Financial Instrument Obligations;

(b)the principal amount of the obligations secured by the Permitted Encumbrances referenced in subparagraphs (o) and (q) (and, to the extent relevant to any of such subparagraphs, subparagraph (s)) of the definition thereof; and

(c)if the Liability Management Rating of the Canadian Borrower or any Material Subsidiary which owns or operates any LMR Assets in any Primary Jurisdiction is less than 2.00 at any Quarter End (an “Affected Loan Party”), an aggregate amount equal to the Undiscounted Non-Producing ARO of each such Affected Loan Party in such Primary Jurisdiction shall be included as Senior Secured Debt at such Quarter End.

“Senior Secured Debt to EBITDA Ratio” means, as at a Quarter End, the ratio of (a) Senior Secured Debt as at such Quarter End to (b) EBITDA for the 12 months ending as at such Quarter End.

“SOFR” means a rate per annum equal to the secured overnight financing rate as administered by the SOFR Administrator.

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

“SOFR Interpolated Rate” means, for any SOFR Loan for a Non-Standard Interest Period, the rate per annum determined by the Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) Adjusted Term SOFR for the longest Interest Period that is not a Non-Standard Interest Period for which Adjusted Term SOFR is available that is shorter than the Non-Standard Interest Period of such SOFR Loan and (b) Adjusted Term SOFR for the shortest Interest Period that is not a Non-Standard Interest Period for which Adjusted Term SOFR is available that exceeds the Non-Standard Interest Period of such SOFR Loan, at such time; provided that when determining the SOFR Interpolated Rate for a Non-Standard Interest Period which is less than one month, the SOFR Interpolated Rate shall be deemed to be Adjusted Term SOFR for an Interest Period of one month’s duration.

“SOFR Loan” means an Advance in, or Conversion into, United States Dollars made by the Lenders (or any of them) to a Borrower with respect to which such Borrower has specified that interest is to be calculated at a rate based on Adjusted Term SOFR (other than pursuant to clause (c) of the definition of “U.S. Base Rate”), and each Rollover in respect thereof.

“Specified Indebtedness” means (a) the 2030 Notes, (b) the 2032 Notes and (c) any permitted refinancing Debt in respect of any such Debt (including pursuant to successive refinancings).

“Subsidiary” means, with respect to any Person (“X”):

(a)any corporation of which at least a majority of the outstanding shares having by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether at the time shares of any other class or classes of such corporation might have voting power by reason of the happening of any contingency, unless the contingency has occurred and then only for as long as it continues) is at the time directly, indirectly or beneficially owned or controlled by X or one or more of its Subsidiaries, or X and one or more of its Subsidiaries;

(b)any partnership of which, at the time, X, or one or more of its Subsidiaries, or X and one or more of its Subsidiaries: (i) directly, indirectly or beneficially own or control more than 50% of the income, capital, beneficial or ownership interests (however designated) thereof; and (ii) is a general partner, in the case of limited partnerships, or is a partner or has authority to bind the partnership, in all other cases; or

(c)any other Person of which at least a majority of the income, capital, beneficial or ownership interests (however designated) are at the time directly, indirectly or beneficially owned or controlled by X, or one or more of its Subsidiaries, or X and one or more of its Subsidiaries,

provided that, unless otherwise expressly provided or the context otherwise requires, references herein to “Subsidiary” or “Subsidiaries” shall be and shall be deemed to be references to Subsidiaries of the Canadian Borrower.

“Successor Agent” has the meaning set out in Section 14.10.

“Syndicated Facilities” means, collectively, the Canadian Syndicated Facility and the U.S. Syndicated Facility, and “Syndicated Facility” mean any of such credit facilities.

“Takeover” has the meaning set out in Section 2.25(1).

“Target” has the meaning set out in Section 2.25(1).

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

“Term XXXXX” means, for any calculation with respect to a Term XXXXX Loan or a Canadian Prime Rate Loan, the Term XXXXX Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term XXXXX Determination Day”) that is two (2) Banking Days prior to the first day of such Interest Period, as such rate is published by the Term XXXXX Administrator; provided, however, that if as of 1:00 p.m. (Toronto time) on any Periodic Term XXXXX Determination Day the Term XXXXX Reference Rate for the applicable tenor has not been published by the Term XXXXX Administrator and a Benchmark Replacement Date with respect to the Term XXXXX Reference Rate has not occurred, then Term XXXXX will be the Term XXXXX Reference Rate for such tenor as published by the Term XXXXX Administrator on the first preceding Banking Day for which such Term XXXXX Reference Rate for such tenor was published by the Term XXXXX Administrator so long as such first preceding Banking Day is not more than three (3) Banking Days prior to such Periodic Term XXXXX Determination Day. If such first preceding Banking Day is more than three (3) Banking Days prior to such Periodic Term XXXXX Determination Day, Section 12.1 will apply.

“Term XXXXX Adjustment” means [redacted] per annum for an Available Tenor of one-month’s duration or [redacted] per annum for an Available Tenor of three-months’ duration.

“Term XXXXX Administrator” means CanDeal Benchmark Administration Services Inc., TSX Inc., or any successor administrator of the Term XXXXX Reference Rate.

“Term XXXXX Loan” means an Advance in, or Conversion into, Canadian Dollars made by the Lenders (or any of them) to a Borrower with respect to which such Borrower has specified that interest is to be calculated at a rate based on Adjusted Term XXXXX (other than pursuant to clause (b) of the definition of “Canadian Prime Rate”), and each Rollover in respect thereof.

“Term XXXXX Reference Rate” means the forward-looking term rate based on XXXXX.

“Term SOFR” means, for any calculation with respect to a SOFR Loan or a U.S. Base Rate Loan, the Term SOFR Reference Rate (rounded upward to the nearest fifth decimal place, if necessary) for a tenor comparable to the applicable Interest Period on the day (the “Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided that: (a) if, as of 5:00 p.m. (New York City time) on any Term SOFR Determination Day, the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Term SOFR Determination Day and (b) if such first preceding U.S. Government Securities Business Day is more than three (3) U.S. Government Securities Business Days prior to such Term SOFR Determination Day, Section 12.1 will apply.

“Term SOFR Adjustment” means, with respect to Term SOFR, [redacted] per annum for an Interest Period of one, three or six month’s duration.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Agent in its discretion, acting reasonably).

“Term SOFR Determination Day” has the meaning assigned to it under the definition of Term SOFR.

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

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

“Threshold Amount” means the greater of:

(a)U.S.$ 50,000,000; and

(b)1.5% of Consolidated Tangible Assets (expressed in United States Dollars).

“Total Canadian Commitment” means, as at any relevant date of determination, an amount equal to the aggregate Commitments of all Lenders under the Canadian Credit Facilities.

“Total Commitment” means the aggregate of the Total Canadian Commitment and the Total U.S. Commitment.

“Total Debt” means, on any date of determination, Senior Secured Debt together with all other Debt of the Canadian Borrower and its Subsidiaries on a consolidated basis.

“Total Debt to EBITDA Ratio” means, as at a Quarter End, the ratio of (a) Total Debt as at such Quarter End to (b) EBITDA for the 12 months ending as at such Quarter End.

“Total U.S. Commitment” means, as at any relevant date of determination, an amount equal to the aggregate Commitments of all Lenders under the U.S. Credit Facilities.

“UK Bribery Act” means the United Kingdom Bribery Act 2010, including any subordinate legislation thereunder.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any Person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain Affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Undiscounted Non-Producing ARO” means the aggregate uninflated and undiscounted abandonment and reclamation obligations of the Canadian Borrower and its Material Subsidiaries for all LMR Assets in the applicable Primary Jurisdiction(s) which are inactive (non-producing), suspended or abandoned.

“Uniform Customs for Letters of Credit” has the meaning set out in Section 6.12(7).

“Uniform Customs for Letters of Guarantee” has the meaning set out in Section 6.12(7).

“United States Dollars” and “U.S.$” means the lawful money of the United States of America.

“U.S. Assigned Interests” has the meaning set out in Section 2.22(5).

“U.S. Base Rate” means, for any day, a rate per annum equal to the greatest of:

(a)the annual rate of interest announced from time to time by the Agent as being its reference rate of interest then in effect for determining interest rates on United States Dollar demand loans in Canada in effect on such day;

(b)the rate of interest per annum for such day or, if such day is not a Banking Day, on the immediately preceding Banking Day, equal to the sum of the Federal Funds Rate (expressed for such purpose as a yearly rate per annum, on the basis of a year of 365 days, in accordance with Section 5.4), plus 1.00% per annum; and

(c)Adjusted Term SOFR for a one-month tenor in effect for such day plus 1.00% per annum,

provided that, (i) if all such rates are equal, then the “U.S. Base Rate” shall be the rate specified in clause (a) above and (ii) to the extent such highest rate as so determined above for any day would be less than the Floor, such rate shall be deemed to be the Floor for such day.

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

“U.S. Borrower” means Baytex Energy USA, Inc., and its successors and permitted assigns.

“U.S. Certificate of Title Vehicles” means motor vehicles, aircraft, rolling stock and other assets located in the United States of America in respect of which perfection under the Uniform Commercial Code is subject to certificate-of-title statutes.

“U.S. Credit Facilities” means, collectively, the U.S. Syndicated Facility and the U.S. Operating Facility, and “U.S. Credit Facility” means any one of such credit facilities.

“U.S. Facility Commitment” means a U.S. Syndicated Facility Commitment or a U.S. Operating Facility Commitment, as applicable.

“U.S. Facility Lender” means a Lender identified on Schedule A annexed hereto which has provided a U.S. Facility Commitment.

“U.S. Fixed Charge Threshold” means P&NG Leases and P&NG Rights representing 90% of the total present value of proved, developed, producing reserves of Petroleum Substances located in the United States of America.

“U.S. Flood Insurance Laws” means, collectively, (a) the National Flood Insurance Act of 1968, (b) the Flood Disaster Protection Act of 1973, (c) the National Flood Insurance Reform Act of 1994, (d) the Flood Insurance Reform Act of 2004; (e) the Xxxxxxx-Xxxxxx Flood Insurance Reform Act of 2012; and (f) any other law, regulation or requirement of similar scope and intent to (a) to (e) inclusive imposed by a United States regulator, agency or body of competent jurisdiction, as each of the foregoing is now or hereafter in effect and any successor statute, regulation or requirement to any of the foregoing.

“U.S. Fronting Lender” means The Bank of Nova Scotia and/or such other U.S. Syndicated Facility Lender which is designated by the Canadian Borrower, acceptable to the Agent (acting reasonably) and agrees in writing with the Canadian Borrower and the Agent to become a U.S. Fronting Lender hereunder.

“U.S. Fronting Lender Withdrawal Notice” has the meaning set out in Section 6.7(1).

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

“U.S. Intellectual Property” means patents, trademarks, copyrights and other similar intellectual property issued or created under the federal laws of the United States of America or any state thereof.

“U.S. Operating Facility” means the credit facility in the maximum principal amount of U.S.$45,000,000 to be made available to the U.S. Borrower by the U.S. Operating Lender in accordance with the provisions hereof, subject to any reduction or increase in accordance with the provisions hereof.

“U.S. Operating Facility Commitment” means the commitment by the U.S. Operating Lender under the U.S. Operating Facility to provide the amount of United States Dollars set forth opposite its name in Part 2 of Schedule A annexed hereto, subject to any reduction or increase in accordance with the terms hereof.

“U.S. Operating Facility Maturity Date” means, in respect of the Obligations owing to the U.S. Operating Lender under the U.S. Operating Facility, May 9, 2028 or such later date to which the same may be extended in accordance with Section 2.23.

“U.S. Operating Lender” means the Lender having the U.S. Operating Facility Commitment, being The Bank of Nova Scotia.

“U.S. Operating Lender’s Account” means the following accounts maintained by the U.S. Operating Lender to which payments and transfers in respect of the U.S. Operating Facility under this Agreement are to be effected:

[redacted]

or such other account or accounts as the U.S. Operating Lender may from time to time designate by notice to the U.S. Borrower.

“U.S. P&NG Assets” means P&NG Leases and P&NG Rights located in the United States of America.

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

“U.S. Syndicated Facility” means the credit facility in the maximum principal amount of U.S.$255,000,000 to be made available to the U.S. Borrower by the Lenders in accordance with the provisions hereof, subject to any reduction or increase in accordance with the provisions hereof.

“U.S. Syndicated Facility Commitment” means the commitment by each Lender under the U.S. Syndicated Facility to provide the amount of United States Dollars set forth opposite its name in Part 1 of Schedule A annexed hereto, subject to any reduction or increase in accordance with the provisions hereof.

“U.S. Syndicated Facility Lender” means the Lenders having U.S. Syndicated Facility Commitments.

“U.S. Syndicated Facility Maturity Date” means, in respect of the Obligations owing to a given Lender under the U.S. Syndicated Facility, May 9, 2028 or such later date to which the same may be extended from time to time with respect to a given Lender in accordance with Section 2.20.

“U.S. Tax Compliance Certificate” has the meaning set out in Section 7.5(3)(b).

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

“Wholly-Owned Subsidiary” means, with respect to any Person (“X”):

(a)a corporation, all of the issued and outstanding shares in the capital of which are beneficially held by:

(i)X;

(ii)X and one or more corporations, where all of the issued and outstanding shares in the capital of such corporations are held by X; or

(iii)two or more corporations, where all of the issued and outstanding shares in the capital of such corporations are held by X;

(b)a corporation which is a Wholly-Owned Subsidiary of a corporation that is a Wholly-Owned Subsidiary of X;

(c)a partnership, all of the partners of which are X and/or Wholly-Owned Subsidiaries of X; or

(d)any Person of which all of the income, capital, beneficial and ownership interests (however designated) are beneficially owned and controlled by X and/or Wholly-Owned Subsidiaries of X,

provided that unless otherwise expressly provided or the context otherwise requires, references herein to “Wholly-Owned Subsidiary” or “Wholly-Owned Subsidiaries” shall be and shall be deemed to be references to Wholly-Owned Subsidiaries of the Canadian Borrower.

“Write-Down and Conversion Powers” means:

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

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

1.2 Headings; Articles and Sections

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

1.3 Gender and Number; including; successors; in writing

Words importing the singular number only shall include the plural and vice versa, words importing the masculine gender shall include the feminine and neuter genders and vice versa, and words and terms denoting inclusiveness (such as “include” or “includes” or “including”), whether or not so stated, are not limited by their context or by the words or phrases which precede or succeed them. References herein to any Person shall, unless the context otherwise requires, include such Person’s successors and permitted assigns. References herein to “in writing” or “written” includes printing, typewriting or any electronic means of communication capable of being visibly reproduced at the point of reception, including facsimile.

1.4 Accounting Principles

(1)Wherever in this Agreement reference is made to GAAP, such reference shall be deemed to be to the recommendations at the relevant time of the Chartered Professional Accountants of Canada, or any successor institute, applicable on a consolidated basis (unless otherwise expressly provided or contemplated herein to be applicable on an unconsolidated basis) as at the date on which such calculation or determination is made or required to be made in accordance with GAAP. Where the character or amount of any asset or liability or item of revenue or expense or amount of equity is required to be determined, or any consolidation or other accounting computation is required to be made for the purpose of this Agreement or any other Document, such determination or calculation shall, to the extent applicable and except as otherwise specified herein or as otherwise agreed in writing by the parties, be made in accordance with GAAP applied on a consistent basis.

(2)If the Canadian Borrower, the Agent or the 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 Canadian Borrower in respect of its financial statements on June 4, 2014 (“Old GAAP”), rather than GAAP subsequently in effect and applied by the Canadian Borrower in respect of its financial statements and utilized for purposes of determining such amount, then written notice of such determination shall be delivered by the Canadian Borrower to the Agent, in the case of a determination by the Canadian Borrower, or by the Agent to the Canadian Borrower, in the case of a determination by the Agent or the Lenders.

(3)If the Canadian 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 (a) the rights of, or the protections afforded to, the Agent or the Lenders hereunder or (b) the position either of the Canadian Borrower or of the Agent or the Lenders hereunder, the Canadian Borrower shall so notify the 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 Agent and the Lenders to make the determination required of them in the following sentence. If either the Canadian Borrower, the Agent or the Lenders determine at any time that such change in accounting policy results in an adverse change either (i) in the rights of, or protections afforded to, the Agent or the Lenders intended to be derived, or provided for, hereunder or (ii) in the position either of the Canadian Borrower or of the Agent and the Lenders hereunder, written notice of such determination shall be delivered by the Canadian Borrower to the Agent, in the case of a determination by the Canadian Borrower, or by the Agent to the Canadian Borrower, in the case of a determination by the Agent or the Lenders.

(4)Upon the delivery of a written notice pursuant to Section 1.4(2) or Section 1.4(3), the Canadian Borrower and the Agent on behalf of the Lenders shall meet to consider the impact of such change in Old GAAP or such change in accounting policy, as the case may be, on the rights of, or protections afforded to, the Agent and the Lenders or on the position of the Canadian Borrower or of the 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 Agent and the Lenders on the date hereof or the position of the Canadian Borrower or the 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 applicable changes from Old GAAP or in accounting policy (as the case may be) shall be disregarded hereunder and any amount required to be determined hereunder shall, nevertheless, continue to be determined under Old GAAP and the Canadian Borrower’s prior accounting policy. For the purposes of this Section 1.4, the Canadian Borrower, the Lenders and the Agent acknowledge that the amendment or amendments to this Agreement are to provide substantially the same rights and protection to the Agent and the Lenders as is intended by this Agreement on the date hereof. If the Canadian Borrower and the Agent on behalf of the Lenders do not (for any reason whatsoever) mutually agree (in their respective sole discretions, without any obligation to so agree) on such amendment or amendments to this Agreement within 60 days following the date of delivery of such written notice, the Canadian Borrower shall continue to provide financial statements in accordance with Old GAAP and, for all purposes hereof, the applicable changes from Old GAAP or in accounting policy (as the case may be) shall be disregarded hereunder and any amount required to be determined hereunder shall, nevertheless, continue to be determined under Old GAAP and the Canadian Borrower’s prior accounting policy.

1.5 References to Agreements and Enactments

Reference herein to any agreement, instrument, licence or other document shall be deemed to include reference to such agreement, instrument, licence or other document as the same may from time to

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

1.6 Per Annum Calculations

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

1.7 Schedules

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


Schedule A	-	Lenders and Commitments
Schedule B	-	Assignment Agreement
Schedule C	-	Compliance Certificate
Schedule D	-	Conversion Notice
Schedule E	-	Drawdown Notice
Schedule F	-	Repayment Notice
Schedule G	-	Rollover Notice
Schedule H		Form of Guarantee
Schedule I	-	Form of POA LC
Schedule J	-	Subsidiaries
Schedules K-1 to K-4	-	Certain U.S. Tax Certificates
Schedule L	-	Material Terms of Second Lien Intercreditor Agreement.
Schedule M	-	Form of Annual ARO Reporting

1.8 Amendment and Restatement

(1)On the date on which all of the conditions set forth in Section 3.1 have been satisfied (or waived in writing by all of the Lenders in accordance with Section 3.3):

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

(b)all “Loans” (as that term is defined in the Existing Credit Agreement) and other amounts outstanding under the Existing Credit Agreement prior to the date hereof shall continue to be outstanding under this Agreement.

(2)Notwithstanding the foregoing or any other term hereof, all of the covenants, representations and warranties on the part of the Borrowers under the Existing Credit Agreement remain in full force and effect with respect to any time prior to the date hereof and all of the claims and causes of action arising against each Borrower in connection therewith, in respect of all matters, events, circumstances and obligations arising or existing prior to the date hereof shall continue, survive and shall not be merged in the execution of this Agreement or any other Documents or any advance or provision of any Loan hereunder.

(3)References in this Agreement to the “date hereof” or similar expressions shall be and shall be deemed to be to the date of the execution and delivery hereof, being May 9, 2024.

1.9 Changes in Liability Management Rating System

If:

(a)as a result of any change in any applicable law, rule, policy, regulation, order or directive (or in the interpretation of any thereof):

(i)any applicable Energy Regulator ceases to use a Liability Management Rating as a means of determining whether a Person is in compliance with such Energy Regulator’s abandonment and reclamation rules, policies, regulations orders or directives in any Primary Jurisdiction,

(ii)a material change occurs in the methodology used in calculating the Liability Management Rating in any Primary Jurisdiction (including any changes in the factors used to calculate such rating which would have a material effect upon the calculation of such rating),

(iii)a material change is made to the minimum Liability Management Rating thresholds in any Primary Jurisdiction which are used to determine whether any licenses for xxxxx, facilities, pipelines and other physical assets relevant to the determination of the Liability Management Rating can be transferred or whether any security deposits will be required to be provided to the applicable Energy Regulator (the “Minimum Statutory LMR”), or

(iv)for the purposes of adjusting Section 11.1(y) only, either (A) there is a material increase or decrease in the assumed netback values (or equivalent) used by the applicable Energy Regulator in any Primary Jurisdiction in determining “deemed assets” (or the equivalent) for the purposes of calculating the Liability Management Rating or (B) there is a material increase or decrease in the assumed reclamation and abandonment costs (or the equivalent) used by the applicable Energy Regulator in any Primary Jurisdiction in determining “deemed liabilities” (or the equivalent) for the purposes of calculating the Liability Management Rating in such Primary Jurisdiction; or

(b)except for the purposes of adjusting Section 11.1(y), any “force majeure” event or similar circumstance occurs which materially reduces the cash flow derived from oil and gas production of the Canadian Borrower or its Material Subsidiaries for an extended period of time, and as a consequence thereof, the “deemed assets” component of the Liability Management Rating for such Person in any Primary Jurisdiction is materially reduced;

then, in any such case, at the written request of the Agent or the Majority of the Lenders to the Canadian Borrower or of the Canadian Borrower to the Agent and the Lenders, the Canadian Borrower and the Agent shall enter into good faith discussions with a view to determining a comparable rating system, calculation or threshold, as applicable, to amend or replace the concept or usage of Liability Management Rating as set forth herein (or, in the case of clause (b) above, to adjust for such force majeure event or circumstance for so long as it is continuing), with the objective of having the respective positions of the Lenders and the Borrowers after such change(s) conform as nearly as possible to their respective positions immediately prior to such change(s) (subject to ensuring that the threshold in Section 11.1(y) at least equals the Minimum Statutory LMR and, to the extent practicable, exceeds the Minimum Statutory LMR by an equitable amount); provided that, until any such agreement is reached, the Liability Management Rating and all related calculations and thresholds hereunder shall continue to be calculated

by the Canadian Borrower in consultation with the Agent acting in good faith as if no such change had occurred.

Upon the Canadian Borrower and the Agent agreeing on such a comparable rating system, calculation or threshold, as applicable, the Borrowers and the Lenders shall enter into documentation to amend the provisions hereof to give effect to such agreement and to make all other adjustments incidental thereto. The parties hereto agree that such amendment shall require the consent of the Majority of the Lenders, such consent not to be unreasonably withheld, notwithstanding anything to the contrary set out herein.

1.10 Interest Rates; Benchmark Notification

The interest rate on a Loan may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event in respect of any Benchmark, Section 12.2 provides a mechanism for determining an alternative rate of interest. The Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to: (a) the continuation of, the administration of, submission of, calculation of, performance of or any other matter related to any interest rate used in this Agreement (including the Canadian Prime Rate, the U.S. Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, SOFR, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, XXXXX, the Term XXXXX Reference Rate, Adjusted Term XXXXX, Adjusted Daily Compounded XXXXX or Daily Compounded XXXXX) or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative or successor rate thereto, or replacement rate thereof (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Canadian Prime Rate, the U.S. Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, XXXXX, the Term XXXXX Reference Rate, Adjusted Term XXXXX, Adjusted Daily Compounded XXXXX or Daily Compounded XXXXX or any other Benchmark (or any component thereof) prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Agent and its Affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate (or component thereof) used in this Agreement or any alternative, successor or replacement rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to a Borrower. The Agent may select information sources or services in its discretion, acting reasonably, to ascertain any interest rate used in this Agreement, any component thereof, or rates referred to in the definition thereof or any other Benchmark, in each case pursuant to and in accordance with the terms of this Agreement, and shall have no liability to any Borrower, any Lender or any other Person for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

ARTICLE 2
THE CREDIT FACILITIES

2.1 The Credit Facilities

(1)Subject to the terms and conditions hereof, each of the Canadian Syndicated Facility Lenders shall make available to the Canadian Borrower such Xxxxxx’s Rateable Portion of the Canadian Syndicated Facility and the Canadian Operating Lender shall make available to the Canadian Borrower the Canadian Operating Facility. Subject to Section 2.18, the Outstanding Principal under a given Canadian Credit Facility shall not exceed the maximum principal amount of such Canadian Credit Facility.

(2)Subject to the terms and conditions hereof, each of the U.S. Syndicated Facility Lenders shall make available to the U.S. Borrower such Lender’s Rateable Portion of the U.S. Syndicated Facility, and the U.S. Operating Lender shall make available to the U.S. Borrower the U.S. Operating Facility. The Outstanding Principal under a given U.S. Credit Facility shall not exceed the maximum principal amount of such U.S. Credit Facility.

2.2 Types of Availments; Overdraft Loans

(1)The Canadian Borrower may, in Canadian Dollars, make Drawdowns, Conversions and Rollovers under either of the Canadian Credit Facilities of Canadian Prime Rate Loans and XXXXX Loans and may, in United States Dollars, make Drawdowns, Conversions and Rollovers under either of the Canadian Credit Facilities of U.S. Base Rate Loans and SOFR Loans. In addition, the Canadian Borrower may make Drawdowns and Rollovers under the Canadian Credit Facilities of Letters of Credit denominated in Canadian Dollars or United States Dollars; provided that the Outstanding Principal of Letters of Credit outstanding under the Canadian Syndicated Facility shall not exceed U.S.$75,000,000 (or the Equivalent Amount thereof in Canadian Dollars) at any time. The Canadian Borrower shall have the option, subject to the terms and conditions hereof, to determine which types of Loans shall be drawn down and in which combinations or proportions.

(2)The U.S. Borrower may, in United States Dollars, make Drawdowns, Conversions and Rollovers under the U.S. Credit Facilities of U.S. Base Rate Loans and SOFR Loans. In addition, the U.S. Borrower may make Drawdowns and Rollovers under the U.S. Credit Facilities of Letters of Credit denominated in United States Dollars; provided that the Outstanding Principal of Letters of Credit outstanding under the U.S. Syndicated Facility shall not exceed U.S.$50,000,000 at any time. The U.S. Borrower shall have the option, subject to the terms and conditions hereof, to determine which types of Loans shall be drawn down and in which combinations or proportions.

(3)In addition to the foregoing, overdrafts (each, an “Overdraft Loan”) arising from clearance of cheques or drafts drawn on: (a) the Canadian Dollar accounts and United States Dollar accounts of the Canadian Borrower maintained with the Canadian Operating Lender, and designated by the Canadian Operating Lender for such purpose, shall be deemed to be outstanding as Canadian Prime Rate Loans and U.S. Base Rate Loans, respectively, under the Canadian Operating Facility and (b) the United States Dollar account of the U.S. Borrower maintained with the U.S. Operating Lender, and designated by the U.S. Operating Lender for such purpose, shall be deemed to be outstanding as U.S. Base Rate Loans under the U.S. Operating Facility. All references to Canadian Prime Rate Loans and U.S. Base Rate Loans (as applicable) shall include Overdraft Loans. For certainty, notwithstanding Section 2.7 or 2.15, no Drawdown Notice or Repayment Notice need be delivered by the Canadian Borrower or the U.S. Borrower in respect of Overdraft Loans and no Conversions of Overdraft Loans shall be permitted hereunder.

2.3 Purpose

(1)The Canadian Credit Facilities are being made available for the general corporate purposes of the Canadian Borrower, subject to Section 2.25.

(2)The U.S. Credit Facilities are being made available for the general corporate purposes of the U.S. Borrower, subject to Section 2.25.

2.4 Availability and Nature of the Credit Facilities

(1)Subject to the terms and conditions hereof, the relevant Borrower may make Drawdowns, Conversions and Rollovers under each Credit Facility, in respect of the applicable Revolving

Facility Commitment of a given Lender thereunder prior to, and only prior to, the Maturity Date applicable to such Lender.

(2)Prior to the Maturity Date applicable to a Lender, each of the Credit Facilities shall be a revolving credit facility; that is, the relevant Borrower may increase or decrease Loans under each such Credit Facility, by making Drawdowns, repayments and further Drawdowns.

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

2.5 Minimum Drawdowns

(1)Each Drawdown under the Syndicated Facilities of the following types of Loans (as applicable to the Credit Facility in question) shall be available in the following amounts indicated:

(a)Canadian Prime Rate Loans in minimum principal amounts of Cdn.$3,000,000 and Drawdowns in excess thereof in integral multiples of Cdn.$100,000;

(b)XXXXX Loans in minimum principal amounts of Cdn.$5,000,000 and Drawdowns in excess thereof in integral multiples of Cdn.$100,000;

(c)SOFR Loans in minimum principal amounts of U.S.$5,000,000 and Drawdowns in excess thereof in integral multiples of U.S.$100,000; and

(d)U.S. Base Rate Loans in minimum principal amounts of U.S.$3,000,000 and Drawdowns in excess thereof in integral multiples of U.S.$100,000.

(2)Each Drawdown under the Operating Facilities of the following types of Loans (as applicable to the Credit Facility in question) shall be available in the following amounts indicated:

(a)XXXXX Loans in minimum principal amounts of Cdn.$500,000 and Drawdowns in excess thereof in integral multiples of Cdn.$100,000; and

(b)SOFR Loans in minimum principal amounts of U.S.$500,000 and Drawdowns in excess thereof in integral multiples of U.S.$100,000.

2.6 [Reserved]

2.7 Notice Periods for Drawdowns, Conversions and Rollovers

(1)Subject to the provisions hereof, the Canadian Borrower or the U.S. Borrower (as applicable) may make any Drawdown, Conversion or Rollover under the applicable Syndicated Facility, by delivering a Drawdown Notice, Conversion Notice or Rollover Notice, as the case may be (executed in accordance with the definition of Officer’s Certificate), with respect to a specified type of Loan to the Agent not later than:

(a)9:00 a.m. (Calgary time) three (3) Banking Days prior to the proposed Drawdown Date, Conversion Date or Rollover Date, as the case may be, for the Drawdown of, Conversion into or the Rollover of SOFR Loans;

(b)9:00 a.m. (Calgary time) two (2) Banking Days prior to the proposed Drawdown Date, Conversion Date or Rollover Date, as the case may be, for the Drawdown of, Conversion into or the Rollover of XXXXX Loans;

(c)9:00 a.m. (Calgary time) one (1) Banking Day prior to the proposed Drawdown Date or Conversion Date, as the case may be, for Drawdowns of or Conversions into Canadian Prime Rate Loans and/or U.S. Base Rate Loans; and

(d)9:00 a.m. (Calgary time) three (3) Banking Days prior to the proposed Drawdown Date or Rollover Date, as the case may be, for the Drawdown or Rollover of Letters of Credit under either Revolving Syndicated Facility.

(2)Subject to the provisions hereof, the Canadian Borrower or the U.S. Borrower (as applicable) may make a Drawdown, Conversion or Rollover under the applicable Operating Facility by delivering a Drawdown Notice, Conversion Notice or Rollover Notice, as the case may be (executed in accordance with the definition of Officer’s Certificate), with respect to a specified type of Loan to the applicable Operating Lender (with a copy to the Agent) not later than:

(c)9:00 a.m. (Calgary time) on the proposed Drawdown Date or Conversion Date, as the case may be, for Drawdowns of or Conversions into Canadian Prime Rate Loans and/or U.S. Base Rate Loans; and

(d)9:00 a.m. (Calgary time) two (2) Banking Days prior to the proposed Drawdown Date or Rollover Date, as the case may be, for the Drawdown or Rollover of Letters of Credit.

2.8 Conversion Option

Subject to the provisions of this Agreement and except for Letters of Credit, a Borrower may Convert the whole or any part of any type of Loan under a Credit Facility into any other type of permitted Loan under the same Credit Facility by giving, in the case of a Syndicated Facility, the Agent, or, in the case of an Operating Facility, the applicable Operating Lender (with a copy to the Agent), a Conversion Notice in accordance herewith; provided that:

(a)Conversions of SOFR Loans and XXXXX Loans may only be made on the last day of the Interest Period applicable thereto;

(b)a Borrower may not Convert a portion only or the whole of an outstanding Loan unless both the unconverted portion and converted portion of such Loan are equal to or exceed, in the relevant currency of each such portion, the minimum amounts required for Drawdowns of Loans of the same type as that portion (as set forth in Section 2.5);

(c)in respect of Conversions of a Loan under a Canadian Credit Facility denominated in one currency to a Loan denominated in another currency, the Canadian Borrower shall at the time of the Conversion repay the Loan or portion thereof being converted in the currency in which it was denominated; and

(d)a Conversion shall not result in an increase in Outstanding Principal; increases in Outstanding Principal may only be effected by Drawdowns.

2.9 Rollovers; Selection of Interest Periods

At or before 9:00 a.m. (Calgary time) three (3) Banking Days prior to the expiration of each Interest Period of each SOFR Loan and each XXXXX Loan, a Borrower shall, unless it has delivered a Conversion Notice pursuant to Section 2.7 and/or a Repayment Notice pursuant to Section 2.15 (together with a Rollover Notice if a portion only is to be Converted or repaid; provided that a portion of a SOFR Loan or a XXXXX Loan may be continued only if the portion which is to remain outstanding is equal to or exceeds the minimum amount required hereunder for Drawdowns of Benchmark Loans) with respect to the aggregate amount of such Loan, deliver a Rollover Notice to, in the case of a Syndicated Facility, the Agent, or, in the case of an Operating Facility, the relevant Operating Lender (with a copy to the Agent), selecting the next Interest Period applicable to such SOFR Loan or such XXXXX Loan, which new Interest Period shall commence on and include the last day of such prior Interest Period. If a Borrower fails to deliver a Rollover Notice to the Agent or the relevant Operating Lender (as applicable) as provided in this Section, such Borrower shall be deemed to have given a Conversion Notice to the Agent or such Operating Lender (as applicable) electing to Convert the entire amount of the maturing SOFR Loan or XXXXX Loan into a U.S. Base Rate Loan (in the case of SOFR Loans) or a Canadian Prime Rate Loan (in the case of XXXXX Loans).

2.10 Rollovers and Conversions not Repayments

Any amount Converted shall be a Loan of the type Converted to upon such Conversion taking place, and any amount Rolled Over shall continue to be the same type of Loan under the same Credit Facility as before the Rollover, but such Conversion or Rollover (to the extent of the amount Converted or Rolled Over) shall not of itself constitute a repayment or a fresh utilization of any part of the amount available under the relevant Credit Facility.

2.11 Agent’s Obligations with Respect to Canadian Prime Rate Loans, U.S. Base Rate Loans, SOFR Loans and XXXXX Loans

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

2.12 Lenders’ and Agent’s Obligations with Respect to Canadian Prime Rate Loans, U.S. Base Rate Loans, SOFR Loans and XXXXX Loans

Each Lender shall, for same day value by no later than 10:00 a.m. (Calgary time) on the Drawdown Date specified by a Borrower in a Drawdown Notice with respect to a Canadian Prime Rate Loan, a U.S. Base Rate Loan, a SOFR Loan or a XXXXX Loan under the Canadian Syndicated Facility, or, in the case of a Drawdown Notice under the U.S. Syndicated Facility, with respect to a U.S. Base Rate Loan or SOFR Loan, credit the applicable Agent’s Canadian Facility Account or the Agent’s U.S. Facility Account, as the case may be, specified in the Agent’s notice given under Section 2.11 with such Xxxxxx’s Rateable Portion of each such requested Loan and for same day value on the same date the Agent shall pay to such Borrower the full amount of the amounts so credited in accordance with any payment instructions set forth in the applicable Drawdown Notice.

2.13 Irrevocability

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

2.14 Optional Cancellation or Reduction of Credit Facilities

A Borrower may, at any time, upon giving at least three (3) Banking Days prior written notice to the Agent (or such shorter period as may be agreed to by the Agent), cancel in full or, from time to time, permanently reduce in part the unutilized portion of a Credit Facility applicable to it; provided, however, that any such reduction shall be in a minimum amount of U.S.$5,000,000 and reductions in excess thereof shall be in integral multiples of U.S.$1,000,000. If a Credit Facility is so reduced, the Commitments of each of the Lenders under such Credit Facility shall be reduced pro rata in the same proportion that the amount of the reduction in the Credit Facility bears to the amount of such Credit Facility in effect immediately prior to such reduction.

2.15 Optional Repayment of Credit Facilities

A Borrower may at any time and from time to time repay, without penalty, to the Agent for the account of the applicable Lenders or to the relevant Operating Lender (as applicable) or, in the case of Letters of Credit return the same to the Agent, the applicable Operating Lenders or the applicable Fronting Lenders, as the case may be, for cancellation or provide for the funding of, the whole or any part of any Loan owing by it together with accrued interest thereon to the date of such repayment; provided that:

(a)such Borrower shall (subject to Section 2.2(3) in respect of Overdraft Loans) give a Repayment Notice (executed in accordance with the definition of Officer’s Certificate) to the Agent or the relevant Operating Lender (as applicable) not later than (or such earlier period as may be agreed to by the Agent):

(i)9:00 a.m. (Calgary time) three (3) Banking Days prior to the date of the proposed repayment, for SOFR Loans and XXXXX Loans;

(ii)9:00 a.m. (Calgary time) two (2) Banking Days prior to the date of the proposed repayment, for Letters of Credit;

(iii)9:00 a.m. (Calgary time) one (1) Banking Day prior to the date of the proposed repayment, for Canadian Prime Rate Loans under the Canadian Syndicated Facility;

(iv)9:00 a.m. (Calgary time) one (1) Banking Day prior to the date of the proposed repayment, for U.S. Base Rate Loans under the Canadian Syndicated Facility and the U.S. Syndicated Facility;

(v)9:00 a.m. (Calgary time) on the date of the proposed repayment, for Canadian Prime Rate Loans and U.S. Base Rate Loans under the Canadian Operating Facility; and

(vi)9:00 a.m. (Calgary time) on the date of the proposed repayment, for U.S. Base Rate Loans under the U.S. Operating Facility;

(b)repayments pursuant to this Section may only be made on a Banking Day;

(c)subject to the following provisions and Section 2.17, each such repayment may only be made on the last day of the applicable Interest Period with regard to a SOFR Loan or XXXXX Loan that is being repaid;

(d)unexpired Letters of Credit may only be prepaid by the return thereof to the Agent, the applicable Fronting Lenders or the applicable Operating Lender, as the case may be, for cancellation or providing funding therefor in accordance with Section 2.17(2);

(e)except in the case of Letters of Credit and Canadian Prime Rate Loans and U.S. Base Rate Loans under the applicable Operating Facility, each such repayment shall be in a minimum amount of the lesser of: (i) the minimum amount required pursuant to Section 2.5 for Drawdowns of the type of Loan proposed to be repaid and (ii) the principal of the Loan being repaid; any repayment in excess of such amount shall be in integral multiples of the amounts required pursuant to Section 2.5 for multiples in excess of the minimum amounts for Drawdowns; and

(f)except in the case of Letters of Credit and Canadian Prime Rate Loans and U.S. Base Rate Loans under the applicable Operating Facility, a Borrower may not repay a portion only of an outstanding Loan unless the unpaid portion is equal to or exceeds, in the relevant currency, the minimum amount required pursuant to Section 2.5 for Drawdowns of the type of Loan proposed to be repaid.

2.16 Mandatory Repayment of Credit Facilities on Maturity Date

Subject to Section 11.2 and Article 7, each Borrower shall repay or pay, as the case may be, to the Agent, on behalf of the relevant Lenders, or to the relevant Operating Lender (as applicable) all Loans and other Obligations outstanding under each Credit Facility on or before the Maturity Date applicable thereto.

2.17 Additional Repayment Terms

(1)If any Benchmark Loan is repaid or Converted on other than the last day of the applicable Interest Period, the applicable Borrower shall, within three (3) Banking Days after notice is given by the Agent, pay to the Agent for the account of the relevant Lenders all costs, losses, premiums and expenses incurred by the relevant Lenders by reason of the liquidation or re-deployment of deposits or other funds, or for any other reason whatsoever, resulting in each case from the repayment of such Loan or any part thereof on other than the last day of the applicable Interest Period. Any Lender, upon becoming entitled to be paid such costs, losses, premiums and expenses, shall, in respect of a Canadian Credit Facility, deliver to the relevant Canadian Borrower and the Agent, or, in respect of a U.S. Credit Facility, deliver to the U.S. Borrower and the Agent, a certificate of such Lender certifying as to such amounts and, in the absence of manifest error, such certificate shall be conclusive and binding for all purposes.

(2)With respect to the funding of the repayment of unexpired Letters of Credit pursuant to Section 2.15(d) or otherwise hereunder, it is agreed that the applicable Borrower shall provide for the funding in full of the repayment of unexpired Letters of Credit by paying to and depositing with the Agent cash collateral for each such unexpired Letter of Credit equal to the maximum amount thereof, plus the fees payable pursuant to Sections 6.11(1) and 6.11(2) through to the expiry of such Letter of Credit, in each case, in the respective currency which the relevant Letter of Credit is denominated; such cash collateral deposited by such Borrower shall be held by the Agent in an interest bearing cash collateral account with interest to be credited to such Borrower at rates prevailing at the time of deposit for similar accounts with the Agent. Such cash collateral accounts shall be assigned to the Agent as security for the obligations of such Borrower in relation to such Letters of Credit and the Security Interest of the Agent thereby created in such cash collateral

shall rank in priority to all other Security Interests and adverse claims against such cash collateral. Such cash collateral shall be applied to satisfy the obligations of such Borrower for such Letters of Credit as payments are made thereunder and the Agent is hereby irrevocably directed by such Borrower to so apply any such cash collateral. Amounts held in such cash collateral accounts may not be withdrawn by the applicable Borrower without the consent of all of the relevant Lenders, the applicable Fronting Lenders or the applicable Operating Lender, as the case may be; however, interest on such deposited amounts shall be for the account of such Borrower and may be withdrawn by such Borrower so long as no Default or Event of Default is then continuing. If after expiry of the Letters of Credit for which such funds are held and application by the Agent of the amounts in such cash collateral accounts to satisfy the obligations of such Borrower hereunder with respect to the Letters of Credit being repaid, any excess remains, such excess shall be promptly paid by the Agent to the applicable Borrower so long as no Default or Event of Default is then continuing.

2.18 Currency Excess

(1)If the Agent shall determine that the aggregate Outstanding Principal of the outstanding Loans under a given Canadian Credit Facility exceeds the maximum amount of such Canadian Credit Facility (the amount of such excess is herein called the “Currency Excess”), then, upon written request by the Agent (which request shall detail the applicable Currency Excess), the Canadian Borrower shall repay an amount of Canadian Prime Rate Loans or U.S. Base Rate Loans under such Canadian Credit Facility within five (5) Banking Days after receipt of such request, such that, except as otherwise contemplated in Section 2.18(2), the Equivalent Amount in United States Dollars of such repayments is, in the aggregate, at least equal to the Currency Excess.

(2)If, in respect of any Currency Excess, the repayments made by the Canadian Borrower have not completely removed such Currency Excess (the remainder thereof being herein called the “Currency Excess Deficiency”), the Canadian Borrower shall within the aforementioned five (5) Banking Days after receipt of the aforementioned request of the Agent, place an amount equal to the Currency Excess Deficiency on deposit with the Agent in an interest bearing account with interest at rates prevailing at the time of deposit for the account of the Canadian Borrower, to be assigned to the Agent on behalf of the Lenders by instrument satisfactory to the Agent and, if applicable, to be applied to maturing Benchmark Loans (converted if necessary at the exchange rate for determining the Equivalent Amount on the date of such application or held to provide for the funding of unexpired Letters of Credit in accordance with Section 2.17(2) which shall apply mutatis mutandis). The Agent is hereby irrevocably directed by the Canadian Borrower to apply any such sums on deposit to maturing Loans as provided in the preceding sentence. In lieu of providing funds for the Currency Excess Deficiency, as provided in the preceding provisions of this Section, the Canadian Borrower may within the said period of five (5) Banking Days provide to the Agent an irrevocable standby letter of credit in an amount equal to the Currency Excess Deficiency and for a term which expires not sooner than ten (10) Banking Days after the date of maturity or expiry, as the case may be, of the relevant Benchmark Loans or Letters of Credit, as the case may be; such letter of credit for the Currency Excess Deficiency shall be issued by a financial institution, and shall be on terms and conditions, acceptable to the Agent in its sole discretion. The Agent is hereby authorized and directed to draw upon such letter of credit and apply the proceeds of the same to Benchmark Loans as they mature or to satisfy the obligations of the Canadian Borrower for Letters of Credit as payments are made thereunder. Upon the Currency Excess Deficiency being eliminated as aforesaid or by virtue of subsequent changes in the exchange rate for determining the Equivalent Amount, then, provided no Default or Event of Default is then continuing, such funds on deposit, together with interest thereon shall be returned to the Canadian Borrower, in the case of funds on deposit, or such letters of credit shall be cancelled or reduced in amount, in the case of letters of credit.

2.19 Hedging with Lenders and Hedging Affiliates

If a Lender or Hedging Affiliate enters into a Financial Instrument with the Canadian Borrower or any of its Subsidiaries which such Lender or Hedging Affiliate (as the case may be) believes, acting reasonably, in good faith and without any actual notice or knowledge to the contrary, is permitted by Section 9.2(h), then each such Lender Financial Instrument and the Lender Financial Instrument Obligations under such Financial Instrument shall be secured by the Security equally and rateably with the Obligations regardless of whether the Canadian Borrower has complied herewith (but, for certainty, without in any manner lessening or relieving the Canadian Borrower from its obligation to comply therewith).

2.20 Extension of Canadian Syndicated Facility Maturity Date

(1)For purposes of this Section 2.20:

“Requested Lenders” means those Canadian Syndicated Facility Lenders which are not then Non-Extending Lenders; and

“Extension Request” means a written request by the Canadian Borrower to the Requested Lenders to extend the Canadian Syndicated Facility Maturity Date by one or more years (or any portion thereof), which request shall include an Officer’s Certificate certifying that no Default or Event of Default has occurred and is continuing.

(2)The Canadian Borrower may, once in each calendar year, by delivering to the Agent an executed Extension Request, request the Requested Lenders to extend the Canadian Syndicated Facility Maturity Date applicable to such Lenders by one or more years (or any portion thereof); provided that (a) such request may be made at any time but only once per calendar year and (b) the Canadian Syndicated Facility Maturity Date, if extended in accordance herewith and therewith, shall not be later than four years after the effective date of such extension in such calendar year.

(3)Upon receipt from the Canadian Borrower of an executed Extension Request, the Agent shall forthwith deliver to each Requested Lender a copy of such request, and each Requested Lender shall, within 30 days after the date the Agent receives such request from the Canadian Borrower, provide to the Agent and the Canadian Borrower either: (a) written notice that such Requested Lender (each such Lender being hereinafter referred to in this Section as an “Extending Lender”) agrees, subject to Section 2.20(4) below, to the requested extension of the current Canadian Syndicated Facility Maturity Date applicable to it or (b) written notice that such Requested Lender (each such Lender being hereinafter referred to in this Section as a “Non-Extending Lender”) does not agree to such requested extension; provided that, if a Requested Lender shall fail to so notify the Agent and the Canadian Borrower, then such Requested Lender shall be deemed to have delivered such notice and shall be deemed to be a Non-Extending Lender. The determination of each Lender whether or not to extend the Canadian Syndicated Facility Maturity Date applicable to it shall be made by each individual Lender in its sole discretion.

(4)If the Extending Lenders have not less than 66⅔% of the Canadian Syndicated Facility Commitments, the Canadian Syndicated Facility Maturity Date shall be extended in accordance with the Extension Request for each of the Extending Lenders. If the Extending Lenders do not have at least 66⅔% of the Canadian Syndicated Facility Commitments, the Canadian Syndicated Facility Maturity Date shall not be extended for any of the Requested Lenders. For certainty, the Canadian Syndicated Facility Maturity Date for a Non-Extending Lender shall not be extended, regardless of whether the Canadian Syndicated Facility Maturity Date is extended for the Extending Lenders as aforesaid.

(5)If the Canadian Syndicated Facility Maturity Date has been extended in accordance with the most recent Extension Request delivered pursuant to Section 2.20(2):

(a)the Canadian Borrower may require any Non-Extending Lender to assign (for certainty, without releasing such Lender from its obligations under Section 6.10 to the Canadian Fronting Lender unless specifically agreed by such Canadian Fronting Lender in accordance herewith) its Canadian Syndicated Facility Commitment, its Rateable Portion of all Loans and other Obligations outstanding under the Canadian Syndicated Facility and all of its rights, benefits and interests under the Documents relating thereto (collectively, the “Canadian Assigned Interests”) to (i) any Extending Lenders which have agreed to increase their Canadian Syndicated Facility Commitments and purchase Canadian Assigned Interests, and (ii) to the extent the Canadian Assigned Interests are not transferred to Extending Lenders, financial institutions selected by the Canadian Borrower and acceptable to the Agent and the Canadian Fronting Lender, each acting reasonably. Such assignments shall be effective upon execution of assignment documentation satisfactory to the relevant Non-Extending Lender, the assignee, the Canadian Borrower, the Canadian Fronting Lender and the Agent (each acting reasonably), upon payment to the relevant Non-Extending Lender (in immediately available funds) by the relevant assignee of an amount equal to its Rateable Portion of all Obligations being assigned and all accrued but unpaid interest and fees hereunder in respect of those portions of the Loans and Commitments being assigned, upon payment by the relevant assignee to the Agent (for the Agent’s own account) of the recording fee contemplated in Section 15.6, and upon provision satisfactory to the Non-Extending Lender (acting reasonably) being made for (A) indemnity in respect of its share of outstanding Letters of Credit or release by the Canadian Fronting Lender of its obligations in respect thereof and (B) any costs, losses, premiums or expenses incurred by such Non-Extending Lender by reason of the liquidation or re-deployment of deposits or other funds in respect of Benchmark Loans outstanding hereunder. Upon such assignment and transfer, the Non-Extending Lender shall have no further right, interest, benefit or obligation in respect of the Canadian Syndicated Facility (except as provided in Section 6.10) and the assignee thereof shall succeed to the position of such Lender as if the same was an original party hereto in the place and stead of such Non-Extending Lender and shall be deemed to be an Extending Lender; for such purpose, to the extent that the assignee is not already a party hereto, the assignee shall execute and deliver an Assignment Agreement and such other documentation as may be reasonably required by the Agent and the Canadian Borrower to confirm its agreement to be bound by the provisions hereof and to give effect to the foregoing; and

(b)to the extent that any Non-Extending Lender has not assigned its rights and interests to an Extending Lender or other financial institution as provided in subparagraph (a) above, the Canadian Borrower may, notwithstanding any other provision hereof, repay the Non-Extending Lender’s Rateable Portion of all Loans outstanding under the Canadian Syndicated Facility, together with all accrued but unpaid interest and fees thereon with respect to its Canadian Syndicated Facility Commitments, without making corresponding repayment to the Extending Lenders upon which the Canadian Borrower may cancel such Non-Extending Lender’s Canadian Syndicated Facility Commitment. Upon completion of the foregoing, such Non-Extending Lender shall have no further right, interest, benefit or obligation in respect of the Canadian Syndicated Facility (except as provided in Section 6.10) and the Canadian Syndicated Facility shall be reduced by the amount of such Non-Extending Lender’s cancelled Canadian Syndicated Facility.

(6)This Section shall apply from time to time to facilitate successive extensions and requests for extension of the Canadian Syndicated Facility Maturity Date. If, as of the current Canadian Syndicated Facility Maturity Date(before the extension thereof in accordance with the foregoing

provisions of this Section 2.20), a Default or Event of Default exists, the Canadian Syndicated Facility Maturity Date shall not be extended, notwithstanding any other provision hereof to the contrary, for an Extending Lender unless (a) such Extending Lender has waived such Default or Event of Default in writing and (b) Extending Lenders having not less than 66⅔% of the Canadian Syndicated Facility Commitments have waived such Default or Event of Default in writing.

(7)A Non-Extending Lender may, with the prior written consent of the Canadian Borrower, become an Extending Lender with respect to any prior extension of the Canadian Syndicated Facility Maturity Date by providing written notice to the Agent revoking the notice referred to in Section 2.20(3)(b) above provided by such Lender; such revocation shall be effective from and after receipt by the Agent of such notice from such Lender together with a copy of the Canadian Borrower’s consent in relation thereto.

2.21 Extension of Canadian Operating Facility Maturity Date

(1)For purposes of this Section 2.21, an “Extension Request” means a written request by the Canadian Borrower to the Canadian Operating Lender to extend the Canadian Operating Facility Maturity Date by one or more years (or any portion thereof), which request shall include an Officer’s Certificate that no Default or Event of Default has occurred and is continuing.

(2)The Canadian Borrower may, once in each calendar year, by delivering to the Agent and the Canadian Operating Lender an executed Canadian Operating Facility Extension Request, request the Canadian Operating Lender to extend the Canadian Operating Facility Maturity Date by one or more years (or any portion thereof); provided that, (a) such request may be made at any time but only once per calendar year and (b) the Canadian Operating Facility Maturity Date, if extended in accordance herewith and therewith, shall not be later than four years after the effective date of such extension in such calendar year.

(3)Upon receipt from the Canadian Borrower of an executed Canadian Operating Facility Extension Request, the Canadian Operating Lender shall, within 30 days after the date the Agent receives such request from the Canadian Borrower, provide to the Agent and the Canadian Borrower either: (a) written notice that the Canadian Operating Lender agrees, subject to Section 2.21(4) below, to the requested extension of the current Canadian Operating Facility Maturity Date or (b) written notice that the Canadian Operating Lender does not agree to such requested extension; provided that, if the Canadian Operating Lender shall fail to so notify the Agent and the Canadian Borrower, then the Canadian Operating Lender shall be deemed to have delivered a notice that the Canadian Operating Lender does not agree to such requested extension. The determination of the Canadian Operating Lender whether or not to extend the Canadian Operating Facility Maturity Date shall be made by the Canadian Operating Lender in its sole discretion.

(4)This Section shall apply from time to time to facilitate successive extensions and requests for extension of the Canadian Operating Facility Maturity Date. If, as of the current Canadian Operating Facility Maturity Date (before the extension thereof in accordance with the foregoing provisions of this Section 2.21), a Default or Event of Default exists, the Canadian Operating Facility Maturity Date shall not be extended, notwithstanding any other provision hereof to the contrary, unless the Canadian Operating Lender has waived such Default or Event of Default in writing.

2.22 Extension of U.S. Syndicated Facility Maturity Date

(1)For purposes of this Section 2.22:

“Extension Request” means a written request by either Borrower to the Requested Lenders to extend the U.S. Syndicated Facility Maturity Date applicable to such U.S. Syndicated Facility Lenders by one or more years (or any portion thereof), which request shall include an Officer’s Certificate certifying that no Default or Event of Default has occurred and is continuing; and

“Requested Lenders” means those U.S. Syndicated Facility Lenders which are not then Non-Extending Lenders.

(2)The U.S. Borrower may, once in each calendar year, by delivering to the Agent an executed Extension Request, request the Requested Lenders to extend the U.S. Syndicated Facility Maturity Date applicable to such U.S. Syndicated Facility Lenders by one or more years (or any portion thereof); provided that (a) such request may be made at any time but only once per calendar year and (b) the U.S. Syndicated Facility Maturity Date, if extended in accordance herewith and therewith, shall not be later than four years after the effective date of such extension in such calendar year.

(3)Upon receipt from the U.S. Borrower of an executed Extension Request, the Agent shall forthwith deliver to each Requested Lender a copy of such request, and each Requested Lender shall, within 30 days after the date the Agent receives such request from the U.S. Borrower, provide to the Agent and the U.S. Borrower either: (a) written notice that such Requested Lender (each such Lender being hereinafter referred to in this Section as an “Extending Lender”) agrees, subject to Section 2.22(4) below, to the requested extension of the current U.S. Syndicated Facility Maturity Date applicable to it or (b) written notice that such Requested Lender (each such Lender being hereinafter referred to in this Section as a “Non-Extending Lender”) does not agree to such requested extension; provided that, if a Requested Lender shall fail to so notify the Agent and the U.S. Borrower, then such Requested Lender shall be deemed to have delivered such notice and shall be deemed to be a Non-Extending Lender. The determination of each U.S. Syndicated Facility Lender whether or not to extend the U.S. Syndicated Facility Maturity Date applicable to it shall be made by each individual U.S. Syndicated Facility Lender in its sole discretion.

(4)If the Extending Lenders have not less than 66⅔% of the U.S. Syndicated Facility Commitments, the U.S. Syndicated Facility Maturity Date shall be extended in accordance with the Extension Request for each of the Extending Lenders. If the Extending Lenders do not have at least 66⅔% of the U.S. Syndicated Facility Commitments, the U.S. Syndicated Facility Maturity Date shall not be extended for any of the Requested Lenders. For certainty, the U.S. Syndicated Facility Maturity Date for a Non-Extending Lender shall not be extended, regardless of whether the U.S. Syndicated Facility Maturity Date is extended for the Extending Lenders as aforesaid.

(5)If the U.S. Syndicated Facility Maturity Date has been extended in accordance with the most recent Extension Request delivered pursuant to Section 2.22(2):

(a)the U.S. Borrower may require any Non-Extending Lender to assign (for certainty, without releasing such U.S. Syndicated Facility Lender from its obligations under Section 6.10 to the U.S. Fronting Lender unless specifically agreed by the U.S. Fronting Lender in accordance herewith) its U.S. Syndicated Facility Commitment, its Rateable Portion of all Loans and other Obligations outstanding under the U.S. Syndicated Facility and all of its rights, benefits and interests under the Documents relating thereto (collectively, the “U.S. Assigned Interests”) to (i) any Extending Lenders which have agreed to increase their U.S. Syndicated Facility Commitments and purchase U.S. Assigned Interests, and (ii) to

the extent the U.S. Assigned Interests are not transferred to the Extending Lenders, financial institutions selected by the U.S. Borrower and acceptable to the Agent and the U.S. Fronting Lender, each acting reasonably. Such assignments shall be effective upon execution of assignment documentation satisfactory to the relevant Non-Extending Lender, the assignee, the U.S. Borrower, the U.S. Fronting Lender and the Agent (each acting reasonably), upon payment to the relevant Non-Extending Lender (in immediately available funds) by the relevant assignee of an amount equal to its Rateable Portion of all Obligations being assigned and all accrued but unpaid interest and fees hereunder in respect of those portions of the Loans and Commitments being assigned, upon payment by the relevant assignee to the Agent (for the Agent’s own account) of the recording fee contemplated in Section 15.6, and upon provision satisfactory to the Non-Extending Lender (acting reasonably) being made for (A) indemnity in respect of its share of outstanding Letters of Credit or release by the U.S. Fronting Lender of its obligations in respect thereof and (B) any costs, losses, premiums or expenses incurred by such Non-Extending Lender by reason of the liquidation or re-deployment of deposits or other funds in respect of SOFR Loans outstanding hereunder. Upon such assignment and transfer, the Non-Extending Lender shall have no further right, interest, benefit or obligation in respect of the U.S. Syndicated Facility (except as provided in Section 6.10) and the assignee thereof shall succeed to the position of such U.S. Syndicated Facility Lender as if the same was an original party hereto in the place and stead of such Non-Extending Lender and shall be deemed to be a Extending Lender; for such purpose, to the extent that the assignee is not already a party hereto, the assignee shall execute and deliver an Assignment Agreement and such other documentation as may be reasonably required by the Agent and the U.S. Borrower to confirm its agreement to be bound by the provisions hereof and to give effect to the foregoing; and

(b)to the extent that any Non-Extending Lender has not assigned its rights and interests to a Extending Lender or other financial institution as provided in subparagraph (a) above, the U.S. Borrower may, notwithstanding any other provision hereof, repay the Non-Extending Lender’s Rateable Portion of all Loans outstanding under the U.S. Syndicated Facility, together with all accrued but unpaid interest and fees thereon with respect to its U.S. Syndicated Facility Commitments, without making corresponding repayment to the Extending Lenders upon which the U.S. Borrower may cancel such Non-Extending Lender’s U.S. Syndicated Facility Commitment. Upon completion of the foregoing, such Non-Extending Lender shall have no further right, interest, benefit or obligation in respect of the U.S. Syndicated Facility (except as provided in Section 6.10) and the U.S. Syndicated Facility shall be reduced by the amount of such Non-Extending Lender’s cancelled U.S. Syndicated Facility Commitment.

(6)This Section shall apply from time to time to facilitate successive extensions and requests for extension of the U.S. Syndicated Facility Maturity Date. If, as of the current U.S. Syndicated Facility Maturity Date (before the extension thereof in accordance with the foregoing provisions of this Section 2.22), a Default or Event of Default exists, the U.S. Syndicated Facility Maturity Date shall not be extended, notwithstanding any other provision hereof to the contrary, for a Extending Lender unless (a) such Extending Lender has waived such Default or Event of Default in writing and (b) the Extending Lenders having not less than 66⅔% of the U.S. Syndicated Facility Commitments have waived such Default or Event of Default in writing.

(7)A Non-Extending Lender may, with the prior written consent of the U.S. Borrower, become a Extending Lender with respect to any prior extension of the U.S. Syndicated Facility Maturity Date by providing written notice to the Agent revoking the notice referred to in Section 2.22(3)(b) above provided by such U.S. Syndicated Facility Lender; such revocation shall be effective from and after receipt by the Agent of such notice from such U.S. Syndicated Facility Lender together with a copy of the U.S. Xxxxxxxx’s consent in relation thereto.

2.23 Extension of U.S. Operating Facility Maturity Date

(1)For purposes of this Section 2.23, an “Extension Request” means a written request by either Borrower to the U.S. Operating Lender to extend the U.S. Operating Facility Maturity Date by one or more years (or any portion thereof), which request shall include an Officer’s Certificate that no Default or Event of Default has occurred and is continuing.

(2)The U.S. Borrower may, once in each calendar year, by delivering to the Agent and the U.S. Operating Lender an executed U.S. Operating Facility Extension Request, request the U.S. Operating Lender to extend the U.S. Operating Facility Maturity Date by one or more years (or any portion thereof); provided that (a) such request may be made at any time but only once per calendar year and (b) the U.S. Operating Facility Maturity Date, if extended in accordance herewith and therewith, shall not be later than four years after the effective date of such extension in such calendar year.

(3)Upon receipt from the U.S. Borrower of an executed U.S. Operating Facility Extension Request, the U.S. Operating Lender shall, within 30 days after the date the Agent receives such request from the U.S. Borrower, provide to the Agent and the U.S. Borrower either: (a) written notice that the U.S. Operating Lender agrees, subject to Section 2.23(4), to the requested extension of the current U.S. Operating Facility Maturity Date or (b) written notice that the U.S. Operating Lender does not agree to such requested extension; provided that, if the U.S. Operating Lender shall fail to so notify the Agent and the U.S. Borrower, then the U.S. Operating Lender shall be deemed to have delivered a notice that the U.S. Operating Lender does not agree to such requested extension. The determination of the U.S. Operating Lender whether or not to extend the U.S. Operating Facility Maturity Date shall be made by the U.S. Operating Lender in its sole discretion.

(4)This Section shall apply from time to time to facilitate successive extensions and requests for extension of the U.S. Operating Facility Maturity Date. If, as of the current U.S. Operating Facility Maturity Date (before the extension thereof in accordance with the foregoing provisions of this Section 2.23), a Default or Event of Default exists, the U.S. Operating Facility Maturity Date shall not be extended, notwithstanding any other provision hereof to the contrary, unless the U.S. Operating Lender has waived such Default or Event of Default in writing.

2.24 Replacement of Lenders

(1)In addition to and not in limitation of or derogation from the other provisions hereof, each Borrower shall have the right, at its option, to (a) replace (by causing a Lender to assign its rights and interests under the applicable Credit Facility to additional financial institutions or to existing Lenders which have agreed to increase their Commitments) or (b) provided that no Default or Event of Default has occurred and is continuing, repay the Obligations outstanding and cancel the Commitments of (without corresponding repayment to or cancellation of the Commitments of other Lenders) or (c) do any combination thereof with respect to: (i) those Lenders which have not agreed to a consent under, waiver of or proposed amendment to the provisions of the Documents (each, a “Dissenting Lender”) requested by such Borrower, (ii) those Declining Lenders which have notified such Borrower that they have a conflict of interest in respect of a Takeover pursuant to Section 2.25, (iii) those Lenders which have notified such Borrower and the Agent of an entitlement to receive Additional Compensation under Section 12.2, (iv) those Lenders which, pursuant to Section 12.5, have declared their obligations under this Agreement in respect of any Loan to be terminated, and (v) any Defaulting Lender, and, for such purposes, the provisions of Section 2.20(5) shall apply thereto, mutatis mutandis; provided that, notwithstanding the foregoing:

(a)in the case of the replacement or repayment of a Dissenting Lender, such Borrower shall not be entitled to replace or repay a Dissenting Lender unless, after doing so, the requested consent, waiver or amendment would be approved in accordance with the Documents;

(b)such Borrower shall not be entitled to repay a Dissenting Lender (as opposed to replacing the same) and reduce the amount of any Credit Facility if, after doing so, the Credit Facilities would be reduced by more than 25% in the aggregate or such greater percentage as may be agreed to by all of the Lenders other than the Dissenting Lenders (acting reasonably);

(c)such Borrower shall not be entitled to replace or repay a Dissenting Lender unless it is concurrently repaying or replacing all other Dissenting Lenders; and

(d)the addition of new financial institutions as Lenders or the increasing of Commitments by existing Lenders shall, in the case of the Canadian Credit Facilities, require the consent of the Agent and (in the case of the Canadian Syndicated Facility) the Canadian Fronting Lender (other than a Lender being replaced), such consents not to be unreasonably withheld, and, in the case of the U.S. Credit Facilities, require the consent of the Agent and the U.S. Fronting Lender (other than the Lender being replaced), such consents not to be unreasonably withheld.

2.25 Hostile Acquisitions

(1)In the event a Borrower wishes to utilize proceeds of one or more Loans under a Credit Facility to, or to provide funds to any Subsidiary, Affiliate or other Person to, finance an offer to acquire (which shall include an offer to purchase securities, solicitation of an offer to sell securities, an acceptance of an offer to sell securities, whether or not the offer to sell was solicited, or any combination of the foregoing) outstanding securities of any Person (the “Target”) which constitutes a “take-over bid” pursuant to applicable corporate or securities legislation (in any case, a “Takeover”), then either:

(a)prior to or concurrently with delivery to the Agent of any Drawdown Notice pursuant to Section 2.7 requesting one or more Loans under the Canadian Credit Facilities or the U.S. Credit Facilities, the proceeds of which are to be used to finance such Takeover, the applicable Borrower shall provide to the Agent evidence satisfactory to the Agent (acting reasonably) that the board of directors or like body of the Target, or the holders of all of the securities of the Target, has or have approved, accepted, or recommended to security holders acceptance of, the Takeover; or

(b)the following steps shall be followed:

(i)at least five (5) Banking Days prior to the delivery to the Agent of any Drawdown Notice pursuant to Section 2.7 requesting one or more Loans intended to be used to finance such Takeover, the applicable Borrower shall advise the Agent, who shall promptly advise an appropriate officer of each Lender of the particulars of such Takeover;

(ii)within three (3) Banking Days of being so advised, each Lender shall notify the Agent of such Xxxxxx’s determination as to whether it is willing to finance such Takeover; provided that, in the event such Xxxxxx does not so notify the Agent

within such three (3) Banking Day period, such Lender shall be deemed to have notified the Agent that it is not willing to finance such Takeover; and

(iii)the Agent shall promptly notify the applicable Borrower of each such Lender’s determination,

and in the event that any Lender has notified or is deemed to have notified the Agent that it is not willing to finance such Takeover (each, a “Declining Lender”), then the Declining Lenders shall have no obligation to provide Loans to finance such Takeover, notwithstanding any other provision of this Agreement to the contrary; provided, however, that each other Lender (each, a “Financing Lender”) which has advised the Agent it is willing to finance such Takeover shall have an obligation, up to the amount of its Commitment under the relevant Credit Facility, to provide Loans to finance such Takeover, and the Loans to finance such Takeover shall be provided by each Financing Lender in accordance with the ratio, determined prior to the provision of any Loans to finance such Takeover, that the Commitment of such Financing Lender under the Credit Facility in question bears to the aggregate the Commitments of all the Financing Lenders under the Credit Facility in question.

(2)If Loans are used to finance a Takeover and there are Declining Lenders, subsequent Loans under a Credit Facility shall be funded firstly by Declining Lenders having Commitments under such Credit Facility, and subsequent repayments under such Credit Facility shall be applied firstly to Financing Lenders, in each case, until such time as the proportion that the amount of each Lender’s Outstanding Principal under such Credit Facility bears to the total Outstanding Principal under such Credit Facility is equal to such proportion which would have been in effect but for the application of this Section 2.25.

2.26 Accordion for Increase in Credit Facilities

The Borrowers may, at any time, add one or more additional financial institutions hereunder as new Lenders under any Credit Facility and/or, with the consent of the applicable Lender (other than a Defaulting Lender), increase the Commitment of such Lender under any Credit Facility and, in each case, thereby increase the Total Canadian Commitment or the Total U.S. Commitment, as the case may be, and the Total Commitment; provided that:

(1)at the time of each such increase, no Default or Event of Default has occurred and is continuing;

(2)the applicable Borrower shall have delivered to the Agent:

(a)an Officer’s Certificate of such Borrower in form and substance satisfactory to the Agent, acting reasonably, confirming the accuracy of clause (1) above and confirming (i) such Borrower’s authorization to make each such increase, (ii) the truth and accuracy of its representations and warranties contained in this Agreement as of such date, other than any such representations and warranties which expressly speak as of an earlier date, and (iii) that no consents, approvals or authorizations from any Person are required for each such increase (except as have been unconditionally obtained and are in full force and effect, unamended), each as at the effective date of each such increase and attaching a certified copy of a directors’ resolution of such Borrower authorizing each such increase; and

(b)a legal opinion from such Xxxxxxxx’s counsel with respect thereto in form and substance satisfactory to the Agent, acting reasonably;

(3)after giving effect to each such increase, the Total Commitment shall not exceed U.S.$1,400,000,000.

(4)in the case of the addition of a financial institution as an additional Revolving Syndicated Facility Lender to a Revolving Syndicated Facility, the Agent, each Lender under such affected Revolving Syndicated Facility and each relevant Fronting Lender (as applicable) under such affected Revolving Syndicated Facility shall have consented to such financial institution becoming a new Lender under such affected Syndicated Facility, such consents not to be unreasonably withheld, conditioned or delayed;

(5)in the case of the addition of a financial institution as an additional Lender to an Operating Facility, the applicable Operating Lender shall have consented to such financial intuition becoming a new Lender under such affected Operating Facility, such consent not to be unreasonably withheld, conditioned or delayed; and

(6)concurrently with the addition of a financial institution as an additional Lender under a Credit Facility or the increase of an existing Lender’s applicable Commitment(s) under any Credit Facility, such financial institution or existing Lender, as the case may be, shall purchase from each applicable Lender under such affected Credit Facility such portion of the outstanding Loans of each such Lender as is necessary to ensure that, after giving effect to such increase, each such Lender holds its Rateable Portion of each outstanding Loan under such affected Credit Facility and such new financial institution(s) and/or existing Lender(s) shall execute such documentation as is required by the Agent, acting reasonably, to document such increase and, if applicable, to add any such financial institution as a Lender hereunder; provided that any such purchase of Loans which are outstanding as Benchmark Loans shall occur only on the Conversion Date or Rollover Date applicable thereto; and

(7)if requested by any of the Borrowers, such increase may be effected by establishing an additional credit facility (each an “Incremental Facility”) which may have (i) a revolving or term loan structure and (ii) pricing, amortization or tenor which is different from the then-current pricing, amortization and tenor of the Credit Facilities; provided that:

(a)to the extent such Incremental Facility provides for non-revolving term loans, they must be fully funded on the date such Incremental Facility is made available (and any unfunded portion thereof is cancelled);

(b)the maturity of such Incremental Facility shall not be later than the latest then-current applicable Maturity Date;

(c)the Debt under any Incremental Facility is (i) guaranteed and secured pari passu, pro rata with the Credit Facilities and (ii) otherwise pari passu in right of payment with the other Secured Obligations;

(d)the Incremental Facility shall not be entitled to any additional guarantees or security, unless such additional guarantees or security are granted in respect of all Credit Facilities;

(e)the terms of the Incremental Facility would not reasonably be expected to adversely affect the rights of any Lenders which have not provided any portion of the commitments under the Incremental Facility hereunder or under any other Documents in a manner which would not have otherwise occurred if the Incremental Facility had been effected without establishing it hereunder, as determined the Agent, acting reasonably;

(f)the applicable Borrower shall not be required to drawdown rateably under any of the Credit Facilities and any Incremental Facility;

(g)the conditions precedent to drawdown for any Incremental Facility established for the purposes of an acquisition permitted by this Agreement may be subject to customary “limited conditionality” provisions; and

(h)the increase to the Total Commitment by the establishment of an Incremental Facility shall be documented pursuant to an amendment to this Agreement and the other Documents (if applicable), executed by the Borrowers, each Lender agreeing to provide such Incremental Facility, each financial institution added as an additional Lender in respect of such Incremental Facility, if any, and the Agent.

ARTICLE 3
CONDITIONS PRECEDENT TO DRAWDOWNS

3.1 Conditions Precedent to Amendment and Restatement

As conditions precedent to the effectiveness of this Agreement and the making of the Drawdowns hereunder on the Effective Date, the following conditions shall be satisfied:

(a)Loan Party Documentation: the Agent shall have received in form and substance satisfactory to the Agent, acting reasonably:

(i)a duly executed copy of this Agreement; and

(ii)confirmations from the Loan Parties (other than Baytex LuxCo) with respect to all of the existing Security previously executed and delivered by such Loan Parties to the Agent pursuant to or in connection with the Existing Credit Agreement;

(b)Certificates: the Agent shall have received the following:

(i)customary Officers’ Certificates in respect of each Borrower certifying (inter alia): (A) copies of its constating documents, shareholder agreements, and other organizational documents; (B) resolutions authorizing the Documents to which it is a party and the transactions thereunder; and (C) the incumbency of the officers, directors, members or other authorized signatory thereof signing the Documents to which it is a party; and

(ii)a certificate of status, compliance or good standing, as the case may be, of recent date in respect of each Borrower’s jurisdiction of organization;

(c)Fees and Expenses: all fees that are due and payable by any Borrowers shall have been paid to the extent then due and, in the case of any such costs and expenses, to the extent that invoices have been submitted to the Canadian Borrower at least two (2) Banking Days prior to the Effective Date (or such shorter period as may be agreed to by the Canadian Borrower).

(d)Withdrawing Letter Agreement: the Agent shall have received a duly executed withdrawal letter agreement among Fédération des caisses Xxxxxxxxxx du Québec, the Agent and the Canadian Borrower, evidencing the withdrawal by Fédération des caisses Xxxxxxxxxx du Québec as a “Lender” under and as defined in the Existing Credit Agreement, and the Canadian Borrower shall have made arrangements satisfactory to the Agent, acting

reasonably, for the repayment of all Obligations owing to Fédération des caisses Xxxxxxxxxx du Québec in such capacity.

3.2 Conditions Precedent for All Drawdowns

On or before each Drawdown hereunder, the following conditions shall be satisfied:

(a)the Agent (in the case of a Drawdown under any of the Syndicated Facilities), the Canadian Operating Lender (in the case of a Drawdown under the Canadian Operating Facility) or the U.S. Operating Lender (in the case of a Drawdown under the U.S. Operating Facility) shall have received a proper and timely Drawdown Notice from the applicable Borrower requesting such Drawdown;

(b)the representations and warranties set forth in Section 8.1 (other than those expressed to be given as of a specific date) shall be true and accurate in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the date of the requested Drawdown;

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

(d)after giving effect to the requested Drawdown, the Outstanding Principal of all Loans outstanding under the relevant Credit Facility shall not exceed the maximum amount of such Credit Facility.

3.3 Condition Subsequent

Within 90 days after the Effective Date, Baytex LuxCo shall have executed and delivered to the Agent confirmations with respect to all of the existing Security previously executed and delivered by it to the Agent pursuant to or in connection with the Existing Credit Agreement.

3.4 Waiver

The conditions set forth in Sections 3.1,3.2 and 3.3 are inserted for the sole benefit of the Lenders and the Agent and may be waived by all of the Lenders, in whole or in part (with or without terms or conditions) without prejudicing the right of the Lenders or the Agent at any time to assert such waived conditions in respect of any subsequent Drawdown.

ARTICLE 4
EVIDENCE OF DRAWDOWNS

4.1 Accounts and Records

The Agent (or, with respect to an Operating Facility, the applicable Operating Lender on behalf of the Agent) shall open and maintain books of account evidencing all Loans and all other amounts owing by a Borrower to the Lenders hereunder. The Agent (or, with respect to an Operating Facility, the applicable Operating Lender on behalf of the Agent) shall enter in the foregoing accounts details of all amounts from time to time owing, paid or repaid by the Borrowers hereunder. The information entered in the foregoing accounts shall, absent manifest error, constitute prima facie evidence of the obligations of the Borrowers to the Lenders hereunder with respect to all Loans and all other amounts owing by the Borrowers to the Lenders hereunder. After a request by a Borrower, the Agent (or, with respect to an Operating Facility, the applicable Operating Lender on behalf of the Agent) shall promptly advise such Borrower of such entries made in the Agent’s books of account.

ARTICLE 5
PAYMENTS OF INTEREST AND FEES

5.1 Interest on Canadian Prime Rate Loans

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

5.2 Interest on U.S. Base Rate Loans

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

5.3 Interest on SOFR Loans

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

5.4 Interest on Term XXXXX Loans

The Canadian Borrower shall pay interest on each Term XXXXX Loan outstanding during each Interest Period applicable thereto at a rate per annum, calculated on the basis of a 365 day year, equal to Adjusted Term XXXXX with respect to such Interest Period plus the Applicable Pricing Rate. Such interest shall accrue daily and shall be payable in arrears on each Interest Payment Date for such Loan for the period from and including the Drawdown Date or the immediately preceding Conversion Date or Interest Payment Date, as the case may be, for such Loan to and including the day preceding such Interest Payment Date and shall be calculated on the principal amount of applicable Term XXXXX Loan

outstanding during such Interest Period and on the basis of the actual number of days elapsed in a year divided by 365.

5.5 Interest on Daily Compounded XXXXX Loans

The Canadian Borrower shall pay interest on each Daily Compounded XXXXX Loan outstanding during each Interest Period applicable thereto at a rate per annum, calculated on the basis of a 365 day year, equal to Adjusted Daily Compounded XXXXX with respect to such Interest Period plus the Applicable Pricing Rate. Such interest shall accrue and compound daily and shall be payable in arrears on each Interest Payment Date for such Loan for the period from and including the Drawdown Date or the immediately preceding Conversion Date or Interest Payment Date, as the case may be, for such Loan to and including the day preceding such Interest Payment Date and shall be calculated on the principal amount of applicable Daily Compounded XXXXX Loan outstanding during such Interest Period and on the basis of the actual number of days elapsed in a year divided by 365. Changes in Daily Compounded XXXXX shall cause an immediate adjustment of the interest rate applicable to Daily Compounded XXXXX Loans without the necessity of any notice to any of the Canadian Borrower.

5.6 Interest Act (Canada); Conversion of 360-Day Rates

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

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

5.7 Nominal Rates; No Deemed Reinvestment

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

5.8 Standby Fees

(1)Each Borrower shall pay to the Agent, for the account of the relevant Lenders, and to each Operating Lender, for its own account, a standby fee in United States Dollars in respect of, in the case of payments to the Agent, the Revolving Syndicated Facilities, and, in the case of payments to an Operating Lender, the applicable Operating Facility, as the case may be, calculated at a rate per annum equal to the Applicable Pricing Rate on the amount, if any, by which the amount of the Outstanding Principal under each such Credit Facility for each day in the period of determination is less than the maximum principal amount of such Credit Facility for such day. For the purpose of determining standby fees, the Agent and the relevant Operating Lender shall determine the Outstanding Principal assuming the exchange rate for each day of any month is the Exchange Rate for conversions of United States Dollars to Canadian Dollars established by the Bank of Canada for the first day of such month. Fees determined in accordance with this Section shall accrue daily from and after the date hereof and be payable by the Borrowers

quarterly in arrears and on cancellation in full of a Credit Facility, and on the Maturity Date applicable to such Credit Facility.

(2)As of: (a) the first day of January, April, July and October in each year, (b) the date of any cancellation in full of a Canadian Credit Facility, (c) the date of any cancellation in full of a U.S. Credit Facility, and (d) the Maturity Date applicable to a Credit Facility, as the case may be, either the Agent or the relevant Operating Lender, as applicable, shall determine the standby fees under this Section 5.8 in respect of such Credit Facility, for the period from and including the date hereof or the date of the immediately preceding determination, as the case may be, to but excluding that date of determination and shall deliver to the applicable Borrower(s) a written request for payment of the standby fees so determined, as detailed therein. Each Borrower shall pay to the Agent, for the account of the relevant Lenders, and to the relevant Operating Lender, for its own account, the standby fees referred to above within five (5) Banking Days after receipt of each such written request.

5.9 Agent’s Fees

From and after the date hereof, the Canadian Borrower shall pay to the Agent, for its own account, until the Credit Facilities have been fully cancelled and all Obligations hereunder have been paid in full, the non-refundable agency fees in the amounts and at the times specified in the Agency Fee Agreement.

5.10 Interest on Overdue Amounts

Notwithstanding any other provision hereof, in the event that any amount due hereunder (including any interest payment) is not paid when due (whether by acceleration or otherwise), the applicable Borrower shall pay interest on such unpaid amount (including interest on interest), if and to the fullest extent permitted by applicable law, from the date that such amount is due until the date that such amount is paid in full (but excluding the date of such payment if the payment is received for value at the required place of payment on the date of such payment prior to 1:00 p.m. (Toronto time)), and such interest shall accrue daily, be calculated and compounded monthly on the last Banking Day of each such month and be payable in the currency of the relevant Loan on demand, after as well as before maturity, default and judgment, at a rate per annum that is equal to (a) in respect of amounts due in Canadian Dollars, the rate of interest then payable on Canadian Prime Rate Loans (as set forth in Section 5.1) plus [redacted]% per annum or (b) in respect of amounts due in United States Dollars, the rate of interest then payable on U.S. Base Rate Loans (as set forth in Section 5.2) plus [redacted]% per annum.

5.11 Waiver

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

5.12 Maximum Rate Permitted by Law

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

ARTICLE 6
LETTERS OF CREDIT

6.1 Availability

Subject to the provisions hereof, the applicable Borrower may require that Letters of Credit be issued under a Credit Facility, as the case may be, in accordance with the Drawdown Notices and Rollover Notices of such Borrower; provided that: (a) the aggregate Outstanding Principal represented by all outstanding Letters of Credit under the Canadian Syndicated Facility shall not exceed U.S.$75,000,000 at any time (or the Equivalent Amount thereof in Canadian Dollars), (b) the aggregate Outstanding Principal represented by all outstanding Letters of Credit under the U.S. Syndicated Facility shall not exceed U.S.$50,000,000 at any time, and (c) the aggregate Outstanding Principal of all Fronted LCs issued by a given Fronting Lender shall not exceed the Individual Fronting Limit applicable to such Fronting Lender. The issuance of Letters of Credit shall constitute Drawdowns or Rollovers (as applicable) hereunder and shall reduce the availability of the applicable Credit Facility by the aggregate Outstanding Principal of Letters of Credit under such Credit Facility.

6.2 Currency, Type, Form and Expiry

Letters of Credit issued pursuant hereto shall be denominated in Canadian Dollars or United States Dollars and amounts payable thereunder shall be paid in the currency in which the Letter of Credit is denominated. A Letter of Credit issued hereunder shall, at the option of a Borrower (as specified in the relevant Drawdown Notice or Rollover Notice), be issued (a) by an Operating Lender under the applicable Operating Facility, (b) under the Canadian Syndicated Facility, (i) by a Canadian Fronting Lender as a Fronted LC or (ii) by the Agent on behalf of the Canadian Syndicated Facility Lenders (each as to their Rateable Portion thereof) as a POA LC or (c) under the U.S. Syndicated Facility, by the U.S. Fronting Lender as a Fronted LC. Letters of Credit shall be in a form satisfactory to the applicable Operating Lender, applicable Fronting Lender, or the Agent (as applicable), acting reasonably, and shall have an expiration date not in excess of one year from the date of issue and, in any event, with respect to Letters of Credit under the Canadian Syndicated Facility, not later than the then current Canadian Syndicated Facility Maturity Date and, with respect to Letters of Credit under the U.S. Syndicated Facility, not later than the then current U.S. Syndicated Facility Maturity Date; provided that Letters of Credit may contain customary automatic renewal provisions. On the Canadian Operating Facility Maturity Date, the U.S. Operating Facility Maturity Date, the Canadian Syndicated Facility Maturity Date or the U.S. Syndicated Facility Maturity Date, as the case may be, the applicable Borrower shall provide or cause to be provided to, with respect to a Maturity Date in respect of a Credit Facility, the Agent cash collateral or letters of credit (or any combination thereof) in accordance with the provisions of Section 2.17(2) in an amount equal to or greater than the aggregate undrawn amount of all unexpired Letters of Credit outstanding under the applicable Credit Facility; such cash collateral and letters of credit shall be held by the Agent and be applied in accordance with Section 2.17(2) in satisfaction of and security for the Obligations of such Borrower for such unexpired Letters of Credit.

6.3 No Conversion

Except as provided in Section 6.9, no Borrower may effect a Conversion of a Letter of Credit.

6.4 POA LC Provisions

(1)Each POA LC shall be issued by all Lenders as a single multi-Lender letter of credit, but the obligation of each Lender thereunder shall be several, and not joint, based upon its Rateable Portion in effect on the date of issuance of such POA LC. Each POA LC shall include the provisions contained in and shall be substantially in the form of Schedule I annexed hereto; provided that, without the prior written consent of each Lender, no POA LC shall be issued which varies the several and not joint nature of the liability of each Lender thereunder.

(2)Each POA LC shall be executed and delivered by the Agent in the name and on behalf of, and as attorney-in-fact for, each Lender party to such Letter of Credit. The Agent shall act under each POA LC as the agent of each Lender to:

(a)receive Drafts and other documents presented by the beneficiary under such POA LC;

(b)determine whether such Drafts and documents are in compliance with the terms and conditions of such POA LC; and

(c)notify such Lender and the Canadian Borrower that a valid drawing has been made and the date that the related payment under such POA LC is to be made; provided that the Agent (in such capacity) shall have no obligation or liability for any payment to be made under any POA LC, and each POA LC shall expressly so provide.

Each Lender hereby irrevocably appoints and designates the Agent as its attorney-in-fact, acting through any duly authorized officer of the Agent, to execute and deliver in the name and on behalf of such Xxxxxx each POA LC to be issued by such Lender hereunder. Promptly upon the request of the Agent, each Lender will furnish to the Agent such powers of attorney or other evidence as any beneficiary of any POA LC may reasonably request in order to demonstrate that the Agent has the power to act as attorney-in-fact for such Xxxxxx to execute and deliver such POA LC. The Canadian Borrower and the Lenders agree that each POA LC shall provide that all Drafts and other documents presented thereunder shall be delivered to the Agent and that all payments thereunder shall be made by the Lenders obligated thereon through the Agent at the branch of the Agent specified therein. Each Lender shall be severally liable under each POA LC in proportion to its Rateable Portion on the date of issuance of such POA LC and each POA LC shall specify each Lender’s share of the amount payable thereunder.

(3)The Canadian Borrower and each Lender hereby authorize the Agent to review on behalf of each Lender each Draft and other document presented under each POA LC. The determination of the Agent as to the conformity of any documents presented under a POA LC to the requirements of such POA LC shall, in the absence of the Agent’s gross negligence or wilful misconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction), be conclusive and binding on the Canadian Borrower and each Lender. The Agent shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent a demand for payment under any POA LC. The Agent shall promptly after such examination:

(a)notify each of the Lenders obligated under such POA LC and the Canadian Borrower by telephone (confirmed in writing) of such demand for payment and of each Lender’s share of such payment;

(b)deliver to each such Lender a copy of each document purporting to represent a demand for payment under such POA LC; and

(c)notify each Lender and the Canadian Borrower whether said demand for payment was properly made under such POA LC.

With respect to any drawing determined by the Agent to have been properly made under a POA LC, each Lender will make a payment under such POA LC in accordance with its liability under such POA LC and this Agreement, such payment to be made to the relevant Agent’s Canadian Facility Account or such other account of the Agent as shall have been most recently designated by it for such purpose by notice to the Lenders. The Agent will make any such payment available to the beneficiary of such POA LC by promptly crediting the amounts so received, in like funds, to the account identified by such beneficiary in connection with such demand for payment. Promptly following any payment by any Lender in respect of any POA LC, the Agent will notify the Canadian Borrower of such payment; provided that any failure to

give or delay in giving such notice shall not relieve the Canadian Borrower of its obligation to reimburse the Lenders with respect to any such payment. The responsibility of the Agent and the Lenders in connection with any Draft presented for payment under any POA LC shall, in addition to any payment obligation expressly provided for in such POA LC, be limited to determining that the documents (including each Draft) delivered under such Letter of Credit in connection with such presentment are in conformity with such POA LC. The Agent shall not be required to make any payment under a POA LC in excess of the amount received by it from the Lenders for such payment.

6.5 Fronted LC Provisions

(1)Each Fronting Lender will exercise and give the same care and attention to each Fronted LC issued by it hereunder as it gives to its other letters of credit and similar obligations, and such Fronting Lender’s, sole liability to each relevant Lender shall be to promptly return to the Agent for the account of the relevant Lenders, each such Lender’s respective Rateable Portions of any payments made to such Fronting Lender, by the applicable Borrower hereunder (other than the fees and amounts payable to such Fronting Lender for its own account) if such Borrower has made a payment to such Fronting Lender hereunder. Each Lender agrees that, in paying any drawing under a Fronted LC, the applicable Fronting Lender shall not have any responsibility to obtain any document (other than as expressly required by such Fronted LC) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any Person delivering any such document. None of the applicable Fronting Lender or any of their representatives, officers, employees or agents shall be liable to any Lender for:

(a)any action taken or omitted to be taken in connection herewith at the request or with the approval of the Lenders;

(b)any action taken or omitted to be taken in connection with any Fronted LC in the absence of gross negligence or wilful misconduct; or

(c)the execution, effectiveness, genuineness, validity, or enforceability of any Fronted LC, or any other document contemplated thereby.

None of any of the Fronting Lenders shall incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, electronic mail transmittal or similar writing) believed by it to be genuine or to be signed by the proper Person or Persons.

(2)Each Borrower and each Lender hereby authorize each applicable Fronting Lender to review on behalf of each Lender each draft and other document presented under each Fronted LC. The determination of the applicable Fronting Lender as to the conformity of any documents presented under a Fronted LC to the requirements of such Fronted LC shall, in the absence of such Fronting Lender’s gross negligence or wilful misconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction), be conclusive and binding on the applicable Borrower and each applicable Lender. Such applicable Fronting Lender or the U.S. Fronting Lender, as the case may be, shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent a demand for payment under any Fronted LC. A Fronting Lender shall promptly after such examination:

(a)notify the Agent and the Canadian Borrower or the Agent and the U.S. Borrower, as the case may be, by telephone (confirmed in writing) of such demand for payment;

(b)deliver to the Agent a copy of each document purporting to represent a demand for payment under such Fronted LC; and

(c)notify the Agent and the Canadian Borrower or the Agent and the U.S. Borrower, as the case may be, whether said demand for payment was properly made under such Fronted LC.

6.6 Letters of Credit if a Canadian Fronting Lender Ceases to be a Canadian Fronting Lender

(1)In the event that a Canadian Syndicated Facility Lender does not have the Required Rating, or in the opinion of any Canadian Fronting Lender, in its sole discretion, such Canadian Fronting Lender is not willing to or is no longer able to accept the credit risk of such Lender, then such Canadian Fronting Lender, may upon at least 30 days’ notice to the Agent (with a copy to the Canadian Borrower), elect not to issue further Fronted LCs from the effective date set forth in such notice (the “Canadian Fronting Lender Withdrawal Notice”).

(2)Notwithstanding the foregoing, all Fronted LCs outstanding under the Canadian Syndicated Facility as of the effective date of the Canadian Fronting Lender Withdrawal Notice (in this Section, the “Existing Fronted Canadian LCs”) shall continue as Fronted LCs pursuant to this Agreement, unless the beneficiary of such Fronted LC agrees that such Fronted LC may be replaced by a new Letter of Credit. The Canadian Borrower shall use reasonable commercial efforts to negotiate with such beneficiary to replace any Existing Fronted Canadian LCs with a new Fronted LC or a Letter of Credit under the Canadian Operating Facility.

6.7 Letters of Credit if a U.S. Fronting Lender Ceases to be the U.S. Fronting Lender

(1)In the event that a U.S. Syndicated Facility Lender does not have the Required Rating, or in the opinion of the U.S. Fronting Lender, in its sole discretion, it is not willing to or is no longer able to accept the credit risk of such U.S. Syndicated Facility Lender, then the U.S. Fronting Lender, may upon at least 30 days’ notice to the Agent (with a copy to the U.S. Borrower), elect not to issue further Fronted LCs from the effective date set forth in such notice (the “U.S. Fronting Lender Withdrawal Notice”).

(2)Notwithstanding the foregoing, all Fronted LCs outstanding as of the effective date of the U.S. Fronting Lender Withdrawal Notice (in this Section, the “Existing Fronted U.S. LCs”) shall continue as Fronted LCs under the U.S. Syndicated Facility pursuant to this Agreement, unless the beneficiary of such Fronted LC agrees that such Fronted LC may be replaced by a new Letter of Credit or a Letter of Credit under the U.S. Operating Facility. The U.S. Borrower shall use reasonable commercial efforts to negotiate with such beneficiary to replace any Existing Fronted U.S. LCs with a new Fronted LC or a Letter of Credit under the U.S. Operating Facility.

6.8 Records

The Agent and, if applicable, the relevant Fronting Lender, in the case of a Fronted LC, shall maintain records showing the undrawn and unexpired amount of each Letter of Credit outstanding hereunder and each Xxxxxx’s share of such amount and showing for each Letter of Credit issued hereunder:

(a)the dates of issuance and expiration thereof;

(b)the amount thereof; and

(c)the date and amount of all payments made thereunder.

The Agent and, if applicable, the applicable Fronting Lender shall make copies of such records available to the Canadian Borrower, the U.S. Borrower or any applicable Lender (as applicable) upon its request.

6.9 Reimbursement or Conversion on Presentation

On presentation of a Letter of Credit and payment thereunder by the relevant Operating Lender, in the case of a Letter of Credit issued under an Operating Facility, by the relevant Revolving Syndicated Facility Lenders, in the case of a POA LC, by a Fronting Lender, in the case of a Fronted LC issued under a Revolving Syndicated Facility, the applicable Borrower shall forthwith pay to and reimburse the Agent for the account of the relevant Operating Lender, the Lenders, the relevant Fronting Lender (as applicable) for all amounts paid pursuant to such Letter of Credit; failing such payment, such Borrower shall be deemed to have effected a Conversion of such Letter of Credit into: (a) a Canadian Prime Rate Loan, in the case of a Letter of Credit denominated in Canadian Dollars, or (b) a U.S. Base Rate Loan, in the case of a Letter of Credit denominated in United States Dollars, in each case, under the same Credit Facility as such Letter of Credit was issued and to the extent of the payment by the applicable Operating Lender, the applicable Revolving Syndicated Facility Lenders, the relevant Fronting Lender (as applicable) thereunder.

6.10 Fronting Lender Indemnity

(1)If a Fronting Lender makes payment under any Fronted LC and the applicable Borrower does not fully reimburse such Fronting Lender on or before the date of payment, then Section 6.9 shall apply to deem a Loan under the relevant Revolving Syndicated Facility to be outstanding to such Borrower under this Agreement in the manner herein set out. Each Lender shall, on request by such Fronting Lender immediately pay to such Fronting Lender an amount equal to such Xxxxxx’s Rateable Portion of the amount paid by such Fronting Lender such that each Lender is participating in the deemed Loan in accordance with its Rateable Portion and, for certainty, regardless of whether any Default or Event of Default is then outstanding or whether any other condition to the making of a Loan has been satisfied or not.

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

(3)For certainty, the obligations in this Section 6.10 shall continue as obligations of those Lenders who were Lenders at the time when each such Letter of Credit was issued notwithstanding that such Lender may assign its rights and obligations hereunder, unless each applicable Fronting Lender specifically releases such Lender from such obligations in writing.

6.11 Fees and Expenses

(1)The applicable Borrower shall pay to: (a) the applicable Operating Lender, for its own account, in the case of the issuance of a Letter of Credit under an Operating Facility, (b) all Canadian Syndicated Facility Lenders, in the case of the issuance of a Letter of Credit under the Canadian Syndicated Facility, and all U.S. Syndicated Facility Lenders, in the case of the issuance of a Letter of Credit under the U.S. Syndicated Facility, an issuance fee, payable quarterly in arrears on the first (1st) Banking Day of each calendar quarter and payable on the applicable Maturity Date or (if applicable) any earlier date on which such Credit Facility under which such Letter of Credit is issued is fully cancelled, calculated at a rate per annum equal to the Applicable Pricing Rate and on the average daily amount of each such Letter of Credit for the number of days such Letter of Credit was outstanding for the period from and including the date of issuance or the date of the immediately preceding determination of issuance fees (as the case may be) to but excluding that date of determination, in each case, in a year of 365 days; provided that the minimum issuance fee for each such Letter of Credit shall be the generally prevailing minimum issuance fee in effect from time to time of the Agent, the applicable Operating Lender, the applicable Fronting Lender (as applicable) issuing the Letter of Credit in question.

(2)The applicable Borrower shall pay (a) with respect to the Canadian Syndicated Facility, to the Agent for the account of the Canadian Fronting Lender in respect of the issuance of any Fronted LC and (b) with respect to the U.S. Syndicated Facility, to the Agent for the account of the U.S. Fronting Lender, in either case, a fronting fee, payable in arrears on the first (1st) Banking Day of each calendar quarter and payable on the applicable Maturity Date or (if applicable) any earlier date on which the applicable Revolving Syndicated Facility is fully cancelled, calculated at a rate per annum as is agreed in writing between the applicable Borrower and the applicable Fronting Lender from time to time (as advised to the Agent in writing by each such Fronting Lender from time to time) on the average daily amount of each such Fronted LC for the number of days which such Fronted LC was outstanding for the period from and including the date of issuance or the date of the immediately preceding determination of such fees (as the case may be) to but excluding that date of determination, in each case, in a year of 365 days.

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

6.12 Additional Provisions

(1)Indemnity and No Lender Liability

Each Borrower in respect of each Letter of Credit issued at its request shall indemnify and save harmless the applicable Lenders, the applicable Fronting Lenders, the applicable Operating Lenders and the Agent against all claims, losses, costs, expenses or damages to the Lenders, the Fronting Lenders, the Operating Lenders and the Agent arising out of or in connection with any Letter of Credit, the issuance thereof, any payment thereunder or any action taken by the Lenders, the Fronting Lenders, the Operating Lenders or the Agent or any other Person in connection therewith, including all costs relating to any legal process or proceeding instituted by any party restraining or seeking to restrain the issuer of a Letter of Credit or the Agent from accepting or paying any Draft or any amount under any such Letter of Credit, except as a result of the Agent’s, the Lenders’, applicable Fronting Lender’s, or the applicable Operating Lender’s (as applicable) gross negligence or wilful misconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction). Each Borrower agrees that the Lenders, the Fronting Lenders, the Operating Lenders and the Agent shall have no liability to it for any reason in respect of or in connection with any Letter of Credit, the issuance thereof, any payment thereunder or any other action taken by the Lenders, the Fronting Lenders, the Operating Lenders, the Agent or any other Person in connection therewith, except as a result of the Agent’s, Lenders’, each Fronting Lender’s, or each Operating Lender’s (as applicable) gross negligence or wilful misconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction).

(2)No Obligation to Inquire

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

Operating Lender, the relevant Fronting Lender, or Agent, as the case may be, is only obliged to determine that the Draft purports to comply with the terms and conditions of the relevant Letter of Credit.

The Operating Lenders, the Fronting Lenders, the Agent and the Lenders shall not have any responsibility or liability for or any duty to inquire into the form, sufficiency (other than to the extent provided in the preceding paragraph), authorization, execution, signature, endorsement, correctness (other than to the extent provided in the preceding paragraph), genuineness or legal effect of any Draft, certificate or other document presented to it pursuant to a Letter of Credit and the Borrowers unconditionally assumes all risks with respect to the same. Each Borrower agrees that it assumes all risks of the acts or omissions of the beneficiary of any Letter of Credit with respect to the use by such beneficiary of the relevant Letter of Credit. The Borrowers each further agree that none of the Agent nor any Lender, including the Fronting Lenders, and the Operating Lenders, nor any of their respective officers, directors or correspondents will assume liability for, or be responsible for:

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

(b)the failure of any document or instrument to bear any reference or adequate reference to any Letter of Credit;

(c)any failure to note the amount of any Draft on any Letter of Credit or on any related document or instrument;

(d)any failure of the beneficiary of any Letter of Credit to meet the obligations of such beneficiary to a Borrower or any other Person;

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

(f)any inaccuracies in the translation of any messages, directions or correspondence or for errors in the interpretation of any technical terms; or

(g)any failure by the Agent or any Lender, including any Fronting Lender, or any Operating Lender, to make payment under any Letter of Credit as a result of any law, control or restriction rightfully or wrongfully exercised or imposed by any domestic or foreign court or government or Governmental Authority or as a result of any other cause beyond the control of the Agent or any Lender, including any Fronting Lender, or any Operating Lender, or their respective officers, directors or correspondents.

(3)Obligations Unconditional

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

(4)Other Actions

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

(5)Payment of Contingent Liabilities

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

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

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

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

(b)the earlier of:

(i)the date on which either the original counterpart of such Letter of Credit is returned to the relevant Operating Lender, the relevant Fronting Lender, or the Agent, as the case may be, for cancellation or the applicable Operating Lender or the applicable Fronting Lender or the applicable Lenders, as the case may be, is

or are released by the beneficiary thereof from any other obligation in respect of such Letter of Credit to the satisfaction of such Operating Lender, such Fronting Lender, or the Agent, as the case may be, acting reasonably; and

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

(c)if an Event of Default has occurred, the payment and satisfaction of all Obligations and the cancellation or termination of the Credit Facilities.

(6)No Consequential Damages

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

(7)Uniform Customs and Practice

The Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce (the “Uniform Customs for Letters of Credit”) shall in all respects apply to each Letter of Credit that is a letter of credit unless expressly provided to the contrary therein and shall be deemed for such purpose to be part of this Agreement as if fully incorporated herein. The Uniform Rules for Demand Guarantees as most recently published by the International Chamber of Commerce (the “Uniform Customs for Letters of Guarantee”) shall in all respects apply to each Letter of Credit that is a letter of guarantee unless expressly provided to the contrary therein and shall be deemed for such purpose to be a part of this Agreement as if fully incorporated herein. In the event of any conflict or inconsistency between such uniform customs and the governing law of this Agreement, the Uniform Customs for Letters of Credit or Uniform Customs for Letters of Guarantee, as applicable, shall, to the extent permitted by applicable law, prevail to the extent necessary to remove the conflict or inconsistency.

6.13 Certain Information and Notices to the Agent with Respect to Letters of Credit

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

(2)For certainty, all Rollover Notices requesting a Rollover of a Letter of Credit shall also be delivered to the Agent (rather than only to a Fronting Lender, or an Operating Lender, as the case may be), and, in addition to the other provisions hereof applicable to such a Rollover, no Rollover of a Letter of Credit shall be made unless a Rollover Notice is given to the Agent in accordance with Section 2.7(1)(d).

ARTICLE 7
PLACE AND APPLICATION OF PAYMENTS

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

All payments of principal, interest, fees and other amounts to be made by a Borrower to the Agent, the Fronting Lenders and the Lenders pursuant to this Agreement shall be made without set-off, counterclaim, deduction or reduction of any nature or kind whatsoever (for, as applicable, the account of the Lenders, the applicable Fronting Lender, the applicable Operating Lender or its own account) in the currency in which the relevant Loan is outstanding for value by 12:00 noon (Calgary time) on the day such amount is due, and if such day is not a Banking Day on the Banking Day next following, by deposit or transfer thereof to the relevant Agent’s Canadian Facility Account, the Agent’s U.S. Facility Account or the

Canadian Operating Lender’s Account or the U.S. Operating Lender’s Account, as the case may be, or at such other place as the applicable Borrower and the Agent or the applicable Operating Lender may from time to time agree. Notwithstanding anything to the contrary expressed or implied in this Agreement, the receipt by the Agent in accordance with this Agreement of any payment made by a Borrower under a Syndicated Facility for the account of any of the Lenders shall, insofar as such Borrower’s obligations to the relevant Lenders are concerned, be deemed also to be receipt by such Lenders and such Borrower shall have no liability in respect of any failure or delay on the part of the Agent in disbursing and/or accounting to the relevant Lenders in regard thereto.

7.2 Designated Accounts of the Lenders

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

7.3 Funds

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

7.4 Application of Payments

Except as otherwise agreed in writing by all of the Lenders, if any Event of Default shall occur and be continuing, all payments made by a Borrower to the Agent and the applicable Lenders shall be applied in the following order:

(a)to amounts due hereunder as fees other than issuance fees for Letters of Credit;

(b)to amounts due hereunder as costs and expenses;

(c)to amounts due hereunder as default interest;

(d)to amounts due hereunder as interest or issuance fees for Letters of Credit; and

(e)to amounts due hereunder as principal (including reimbursement obligations in respect of Letters of Credit).

7.5 Payments Clear of Taxes; FATCA

(1)Canadian Borrower

(a)Subject to Section 7.5(1)(b), any and all payments by the Canadian Borrower to the Agent or the Lenders on account of any obligation of the Canadian Borrower shall be made free and clear of, and without deduction or withholding for or on account of, any and all present or future Taxes and all liabilities with respect thereto imposed, levied, collected, withheld or assessed by any Governmental Authority or under the laws of any

international tax authority imposed on the Agent or the Lenders, or by or on behalf of the foregoing, other than any U.S. federal withholding Taxes imposed under FATCA. In addition, the Canadian Borrower agrees to pay any present or future stamp, transfer, registration, excise, issue, documentary or other taxes, charges or similar levies which arise from any payment made under this Agreement or the Loans or in respect of the execution, delivery or registration or the compliance with this Agreement or the other Documents contemplated hereunder. The Canadian Borrower shall indemnify and hold harmless the Agent and the Lenders for the full amount of all of the foregoing Taxes or other amounts paid or payable by the Agent or the Lenders and any liability (including penalties, interest, additions to tax and reasonable out-of-pocket expenses) resulting therefrom or with respect thereto.

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

(c)Each Lender shall use reasonable efforts to contest (to the extent contestation is reasonable) such imposition or assertion of such Taxes and shall reimburse to the applicable Borrower the amount of any reduction of Taxes, to the extent of amounts that have been paid by such Borrower in respect of such Taxes in accordance with this Agreement, as a result of such contestation; provided that no Lender shall have any obligation to expend its own funds, suffer any economic hardship or take any action detrimental to its interests (as determined by the relevant Lender in its sole discretion, acting reasonably) in connection therewith unless it shall have received from the applicable Borrower payment therefor or an indemnity with respect thereto, satisfactory to it.

(2)U.S. Borrower

(a)Any and all payments by or on account of any obligation of the U.S. Borrower under any Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Laws. If any Applicable Laws (as determined in the good faith discretion of the U.S. Borrower or the Agent, as applicable) requires the deduction or withholding of any Tax from any such payment by either the U.S. Borrower or the Agent, then the U.S. Borrower or the Agent, as the case may be, shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Laws and, if such Tax is

an Indemnified Tax, then the sum payable by the U.S. Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholding applicable to additional sums payable under this Section 7.5(2)(a)) the Agent or applicable U.S. Facility Lender, as the case may be, receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b)The U.S. Borrower shall timely pay to the relevant Governmental Authority in accordance with Applicable Laws, or at the option of the Agent timely reimburse it for the payment of, any Other Taxes.

(c)The U.S. Borrower shall indemnify the Agent and each U.S. Facility Lender, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 7.5(2)) payable or paid by the Agent or such U.S. Facility Lender, as the case may be, or required to be withheld or deducted from a payment to the Agent or such U.S. Facility Lender, as the case may be, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the U.S. Borrower by a U.S. Facility Lender (with a copy to the Agent), or by the Agent on its own behalf or on behalf of a U.S. Facility Lender, shall be presumed correct absent manifest error.

(d)Each U.S. Facility Lender shall severally indemnify the Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such U.S. Facility Lender (but only to the extent that the U.S. Borrower has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the U.S. Borrower to do so), (ii) any Taxes attributable to such U.S. Facility Lender’s failure to comply with the provisions of Section 15.7 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such U.S. Facility Lender, in each case, that are payable or paid by the Agent in connection with any Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any U.S. Facility Lender by the Agent shall be presumed correct absent manifest error. Each U.S. Facility Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such U.S. Facility Lender under any Document or otherwise payable by the Agent to the U.S. Facility Lender from any other source against any amount due to the Agent under this Section 7.5(2)(d).

(3)(a) Any U.S. Facility Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Document shall deliver to the U.S. Borrower and the Agent, at the time or times reasonably requested by the U.S. Borrower or the Agent, such properly completed and executed documentation reasonably requested by the U.S. Borrower or the Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any U.S. Facility Lender, if reasonably requested by the U.S. Borrower or the Agent, shall deliver such other documentation prescribed by Applicable Laws reasonably requested by the U.S. Borrower or the Agent as will enable the U.S. Borrower or the Agent to determine whether or not such U.S. Facility Lender is subject to United States of America backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 7.5(3)(b) and Section 7.5(5)below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such U.S. Facility Lender to any material

unreimbursed cost or expense or would materially prejudice the legal or commercial position of such U.S. Facility Lender.

(b) Without limiting the generality of the foregoing, (i) any U.S. Facility Lender that is a U.S. Person shall deliver to the U.S. Borrower and the Agent on or prior to the date on which such U.S. Facility Lender becomes a U.S. Facility Lender under this Agreement (and from time to time thereafter upon the reasonable request of the U.S. Borrower or the Agent), executed originals of IRS Form W-9 (or any successor form) certifying that such U.S. Facility Lender is exempt from United States of America federal backup withholding Tax; and (ii) any U.S. Facility Lender that is a Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the U.S. Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a U.S. Facility Lender under this Agreement (and from time to time thereafter upon the reasonable request of the U.S. Borrower or the Agent), whichever of the following is applicable: (A) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States of America is a party (x) with respect to payments of interest under any Document, executed originals of IRS Form W-8BEN (or any successor form, including IRS Form W-8BEN-E) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Document, IRS Form W-8BEN (or any successor form, including IRS Form W-8BEN-E) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (B) executed originals of IRS Form W-8ECI (or any successor form); (C) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Schedule K-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the U.S. Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN (or any successor form, including IRS Form W-8BEN-E); or (D) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY (or any successor form), accompanied by IRS Form W-8ECI (or any successor form), IRS Form W-8BEN (or any successor form, including IRS Form W-8BEN-E), a U.S. Tax Compliance Certificate substantially in the form of Schedule K-2 or Schedule K-3, IRS Form W-9 (or any successor form), and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Schedule K-4 on behalf of each such direct and indirect partner.

(4)Any U.S. Facility Lender that is a Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the U.S. Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a U.S. Facility Lender under this Agreement (and from time to time thereafter upon the reasonable request of the U.S. Borrower or the Agent), executed originals of any other form prescribed by Applicable Laws as a basis for claiming exemption from or a reduction in United States of America federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Laws to permit the U.S. Borrower or the Agent to determine the United States of America withholding or deduction required to be made.

(5)If a payment made to a Lender under any Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the

Code, as applicable, or the Income Tax Act (Canada)), such Lender shall deliver to the applicable Borrower and/or the Agent (as applicable) at the time or times prescribed by Applicable Laws and at such time or times reasonably requested by such applicable Borrower or the Agent such documentation prescribed by Applicable Laws (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by such applicable Borrower or the Agent as may be necessary for such applicable Borrower and the Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or the Income Tax Act (Canada) or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 7.5(5), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

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

(7)If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to Section 7.5(2) (including by the payment of additional amounts pursuant to Section 7.5(2)), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under Section 7.5(2) with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this Section 7.5(7) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 7.5(7), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 7.5(7) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section 7.5(7) shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(8)Each party’s obligations under this Section 7.5 shall survive the resignation or replacement of the Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all Obligations.

7.6 Set-Off

(1)In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of an Event of Default which remains unremedied (whether or not the Loans have been accelerated hereunder), the Agent and each Lender shall have the right (and are hereby authorized by the Borrowers) at any time and from time to time to combine all or any of a Borrower’s accounts with the Agent or the Lender, as the case may be, and to set-off and to appropriate and to apply any and all deposits (general or special, term or demand) including, but not limited to, indebtedness evidenced by certificates of deposit whether matured or unmatured, and any other indebtedness at any time held by such Borrower or owing by such Lender or the Agent, as the case may be, to or for the credit or account of such Borrower against and towards the satisfaction of any Obligations owing by such Borrower, and may do so notwithstanding that the balances of such accounts and the liabilities are expressed in different currencies, and the Agent and each Lender are hereby authorized to

effect any necessary currency conversions at the noon spot rate of exchange announced by the Bank of Canada on the Banking Day before the day of conversion.

(2)The Agent or the applicable Lender, as the case may be, shall notify the Canadian Borrower of any such set-off from a Borrower’s accounts within a reasonable period of time thereafter, although the Agent or the Lender, as the case may be, shall not be liable to any Borrower for its failure to so notify.

7.7 Margin Changes; Adjustments for Margin Changes

Changes in the Applicable Pricing Rate for the Credit Facilities shall be effective (without the necessity of any notice to any of the Borrowers) from and as of the day upon which the Canadian Borrower delivers a Compliance Certificate pursuant to Section 9.1(e)(iv) which evidences a change in the Senior Secured Debt to EBITDA Ratio that would result in a change in the level in the table set out in the definition of Applicable Pricing Rate that is applicable to the Credit Facilities; provided that, in the case of Benchmark Loans, such change will not be effective until the next Rollover or Conversion thereof after such change.

ARTICLE 8
REPRESENTATIONS AND WARRANTIES

8.1 Representations and Warranties

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

(a)Existence and Good Standing

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

(b)Authority

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

(c)Valid Authorization and Execution

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

(d)Non-Conflict; Enforceability of Documents; Validity of Security

(i)None of the authorization, execution or delivery of this Agreement or performance of any obligation pursuant thereto requires or will require, pursuant to applicable law now in effect, any approval or consent of any Governmental Authority having jurisdiction (except such as has already been obtained and are in full force and effect) nor is in conflict with or contravention of (A) the Canadian Borrower’s or any of its Subsidiary’s articles, by laws or other constating documents or any resolutions of directors or shareholders or partners, as applicable, or the provisions of its partnership agreement or declaration of trust or trust indenture (as applicable) or (B) the provisions of any other indenture, instrument, undertaking or other agreement to which the Canadian Borrower or any of its Subsidiaries is a party or by which they or their properties or assets are bound, the contravention of which would have or would reasonably be expected to have a Material Adverse Effect.

(ii)The Documents when executed and delivered will constitute valid and legally binding obligations of the Canadian Borrower and each of its Subsidiaries which is a party thereto enforceable against each such party in accordance with their respective terms, subject to applicable bankruptcy, insolvency and other laws of general application limiting the enforceability of creditors’ rights and to the fact that equitable remedies are only available in the discretion of the court.

(iii)The Security which has been executed and delivered by each Loan Party creates a valid Security Interest in the assets of such Loan Party in favour of the Agent (for the benefit of the Lenders, the Hedging Affiliates, the Cash Managers and the Agent).

(e)Ownership of Property

Subject to Permitted Encumbrances, the Canadian Borrower and each of its Subsidiaries has good and marketable title to its P&NG Rights and P&NG Leases and to its other material property, except to the extent that failure to have such title would not have or would not reasonably be expected to have a Material Adverse Effect.

(f)Encumbrances

Neither the Canadian Borrower nor any of its Subsidiaries has created, incurred, assumed, suffered to exist, or entered into any contract, instrument or undertaking pursuant to which, any Person may have or be entitled to any Security Interest on or in respect of its property and assets or any part thereof except for Permitted Encumbrances.

(g)No Material Adverse Effect

No event, circumstance or condition has occurred or is continuing which has had, or would reasonably be expected to have, a Material Adverse Effect, except to the extent the Canadian Borrower has previously advised the Agent in writing of the same, including the particulars of such event, circumstance or condition.

(h)No Omissions

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

(i)No Default

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

(j)Financial Condition

(i)The audited and unaudited consolidated financial statements of the Canadian Borrower delivered to the Lenders and the Agent pursuant hereto present fairly, in all material respects, the consolidated financial condition of the Canadian Borrower as at the date thereof and the results of the consolidated operations thereof for the fiscal year or fiscal quarter (as applicable) then ending, all in accordance with GAAP consistently applied.

(ii)Except as has been disclosed to the Agent by written notice in accordance with the provisions of this Agreement, no filing is imminent of a report of a material change as required to be filed by the Canadian Borrower or any Subsidiary with any securities commission or exchange or with any Governmental Authority having jurisdiction over the issuance and sale of securities of the Canadian Borrower or any Subsidiary and which material change would have or would reasonably be expected to have a Material Adverse Effect.

(k)Information Provided

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

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

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

(l)Absence of Litigation

Except as has been disclosed to the Agent by written notice in accordance with the provisions of this Agreement, there are no actions, suits or proceedings pending or, to the knowledge of any Borrower, threatened against or affecting the Canadian Borrower or any of its Subsidiaries, their respective property or any of their respective undertakings and assets, at law, in equity or before any arbitrator or before or by any Governmental Authority having jurisdiction in the premises in respect of which there is a reasonable possibility of a determination adverse to the Canadian Borrower or any of its Subsidiaries and which, if determined adversely, would have or would reasonably be expected to have a Material Adverse Effect.

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

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

(n)Required Permits in Effect

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

(o)Remittances Up to Date

All of the material remittances required to be made by the Canadian Borrower and each of its Subsidiaries to Governmental Authorities have been made, are currently up to date and there are no outstanding arrears, other than those which are being contested by Permitted Contest.

(p)Environmental

(i)To the best of the knowledge and belief of each Borrower, after due inquiry, the Canadian Borrower, its Subsidiaries and their respective properties, assets and undertakings taken as a whole comply in all respects and the businesses, activities and operations of same and the use of such properties, assets and undertakings and the processes and undertakings performed thereon comply in all respects with all Environmental Laws except, in each case, to the extent that failure to so comply would not have and would not reasonably be expected to have a Material Adverse Effect; further, the Canadian Borrower does not know, and has no reasonable grounds to know, of any facts which result in or constitute or are likely to give rise to non-compliance with any Environmental Laws, which facts or non-compliance have or would reasonably be expected to have a Material Adverse Effect.

(ii)The Canadian Borrower and its Subsidiaries have not received written notice and, except as previously disclosed to the Agent in writing, have no knowledge after due inquiry, of any facts which could give rise to any notice of non-compliance with any Environmental Laws, which non-compliance has or would reasonably be expected to have a Material Adverse Effect and have not received any notice that the Canadian Borrower or any of its Subsidiaries is a potentially responsible party for a federal, provincial, regional, municipal or local clean up or corrective action in connection with their respective properties, assets and undertakings where such clean up or corrective action has or would reasonably be expected to have a Material Adverse Effect.

(q)Taxes

The Canadian Borrower and each of its Subsidiaries has duly filed on a timely basis all tax returns required to be filed and have paid all material Taxes which are due and payable, and have paid all material assessments and reassessments, and all other material Taxes, governmental charges, governmental royalties, penalties, interest and fines claimed against them, other than those which are

being contested by them by Permitted Contest; they have made adequate provision for, and all required instalment payments have been made in respect of, Taxes payable for the current period for which returns are not yet required to be filed; there are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any tax return by them or the payment of any Taxes; there are no actions or proceedings being taken by any taxation authority in any jurisdictions where the Canadian Borrower or any of its Subsidiaries carries on business to enforce the payment of any Taxes by them other than those which are being contested by them by Permitted Contest.

(r)Subsidiaries

(i)As of the date hereof, set forth on Schedule J annexed hereto is a complete and accurate list of (A) each Subsidiary of the Canadian Borrower, (B) the jurisdiction of formation of each Subsidiary of the Canadian Borrower and (C) whether such Subsidiary of the Canadian Borrower is a Material Subsidiary.

(ii)Subject to Sections 10.1(1), all Material Subsidiaries of the Canadian Borrower are Wholly-Owned Subsidiaries which have provided Security for the Credit Facilities in accordance with the Documents.

(s)Investment Company Act

None of the Canadian Borrower nor any of its Subsidiaries is an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940 (United States).

(t)Compliance with Regulations T, U and X

None of the Canadian Borrower nor any of its Subsidiaries is engaged, principally or as one of their important activities, in the business of extending credit directly or indirectly for the purpose of purchasing or carrying directly or indirectly margin stock (within the meaning of Regulation U). No proceeds of any Drawdown will be used to purchase or carry any margin stock in violation of Regulation T, U or X.

(u)Pension Plans

All Plans are in compliance in all material respects with all applicable provisions of ERISA. No ERISA Event has occurred with respect to any Plan that has had, or would reasonably be expected to have, a Material Adverse Effect, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code. No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred with respect to any Plan that has had, or would reasonably be expected to have, a Material Adverse Effect, and there has been no material excise tax imposed under Section 4971 of the Code with respect to any Plan. To the knowledge of each Borrower, no reportable event under Section 4043 of ERISA and the regulations issued thereunder has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in all material respects with applicable provisions of ERISA and the Code. The aggregate actuarial present value of all benefits vested under all Plans (based on the assumptions used to fund such Plans) did not, in the aggregate, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plans allocable to such vested benefits by more than U.S.$10,000,000. Neither any Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any withdrawal liability that would have or would reasonably be expected to have a Material Adverse Effect. As of the most recent valuation date applicable thereto, neither any Borrower nor any member of the Controlled Group would become subject to any material liability under ERISA if any Borrower or any member of the Controlled Group has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of

this Agreement and current factual circumstances, the Borrowers have no reason to believe that the annual cost during the term of this Agreement to any Borrower or any member of the Controlled Group for post-retirement benefits to be provided to the current and former employees of any Borrower or any member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) would have, in the aggregate, or would reasonably be expected to have, in the aggregate, a Material Adverse Effect.

(v)Anti-Terrorism Laws; Anti-Money Laundering Laws

(i)No part of the proceeds of any Drawdown nor drawings under any Letter of Credit will be used to fund any operations in, finance any investments or activities in, or make any payments to, a Sanctioned Person in any manner that would result in any violation by any Person (including any Lender and the Agent) of (A) any Sanctions or (B) applicable regulations, rules and executive orders administered by any Sanctions Authority.

(ii)None of the Canadian Borrower nor any of its Subsidiaries (A) is, or will become, a Sanctioned Person or (B) engages or will engage in any dealings or transactions, or is or will be otherwise associated, with any Sanctioned Person that would result in any violation of (x) any Sanctions or (y) applicable regulations, rules and executive orders administered by any Sanctions Authority.

(iii)The Canadian Borrower and each of its Subsidiaries is in compliance in all material respects with any laws relating to money laundering or terrorist financing, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada); the Bank Secrecy Act, 31 U.S.C. sections 5301 et seq.; the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56 (a/k/a the USA Patriot Act); Laundering of Monetary Instruments, 18 U.S.C. section 1956; Engaging in Monetary Transactions in Property Derived from Specified Unlawful Activity, 18 U.S.C. section 1957; the Financial Recordkeeping and Reporting of Currency and Foreign Transactions Regulations, 31 C.F.R. Chapter X (Parts 1000 et. seq.); and any similar laws or regulations currently in force or hereafter enacted.

(iv)The Canadian Borrower and its Subsidiaries, to each Borrower’s knowledge, are not the subject of any investigation, inquiry or enforcement proceedings by any Governmental Authority regarding any offense or alleged offense under any anti-corruption, anti-terrorism, or anti-money laundering laws in which there is a reasonable possibility of an adverse decision which would reasonably be expected to have a Material Adverse Effect or affect the legality, validity or enforceability of the Documents, and no such investigation, inquiry or proceeding is pending or, to the knowledge of any Borrower, has been threatened.

(v)Each of the Canadian Borrower and its Subsidiaries has conducted its business in compliance in all material respects with all applicable anti-corruption laws, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the UK Bribery Act and the FCPA. No part of the proceeds of any Drawdown or any drawings under any Letter of Credit has been used or will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in a governmental capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the FCPA, the UK Bribery Act, or any similar law or regulation to which the any Borrower, any

Subsidiary, any Lender or the Agent is subject, in all cases, to the extent that such laws apply to the any Borrower, any Subsidiary, any Lender or the Agent.

8.2 Deemed Repetition

(1)On the date of delivery by a Borrower of a Drawdown Notice to the Agent, and again on the date of any Drawdown made by such Borrower pursuant thereto (including, for clarity, the Drawdown(s) made on the Effective Date; provided that, for clarity, any inaccuracy of any such representations and warranties shall not be a condition precedent to the making of any Drawdown(s) on the Effective Date):

(a)except those representations and warranties which the applicable Borrower has notified the Agent in writing cannot be repeated for such Drawdown and in respect of which all of the Lenders have waived in writing (with or without terms or conditions) the application of the condition precedent in Section 3.2(b) for such Drawdown, each of the representations and warranties of each of the Borrowers contained in Section 8.1 shall be deemed to be repeated; and

(b)each Borrower shall be deemed to have represented to the Agent and the Lenders that, except as has otherwise been notified to the Agent in writing and has been waived in accordance herewith, no event has occurred and remains outstanding which would constitute a Default or an Event of Default nor will any such event occur as a result of the aforementioned Drawdown.

(2)On the date of delivery by a Borrower of a Conversion Notice or Rollover Notice to the Agent, and again on the date of any Conversion or Rollover (except in respect of a deemed or mandatory Conversion contemplated by the last paragraph of Sections 6.9, 11.3, 12.1 and 12.2), such Borrower shall be deemed to have represented and warranted to the Agent and the Lenders that no event has occurred and remains outstanding which would constitute a Default or an Event of Default nor will any such event occur as a result of the aforementioned Conversion or Rollover, as the case may be.

8.3 Other Documents

All representations, warranties, certifications and statements of the Borrowers or any Subsidiary thereof contained in any other Document delivered pursuant hereto or thereto shall be deemed to constitute representations and warranties made by the Borrowers to the Agent and the Lenders under Section 8.1 of this Agreement.

8.4 Effective Time of Repetition

All representations and warranties, when repeated or deemed to be repeated hereunder, shall be construed with reference to the facts and circumstances existing at the time of repetition, unless they are stated herein to be made as at the date hereof or as at another date.

8.5 Nature of Representations and Warranties

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

ARTICLE 9
GENERAL COVENANTS

9.1 Affirmative Covenants

So long as any Obligation is outstanding or any Credit Facility is available hereunder, each Borrower covenants and agrees with each of the Lenders and the Agent that, unless (subject to Section 15.10) a Majority of the Lenders otherwise consent in writing:

(a)Punctual Payment and Performance

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

(b)Books and Records

Each Borrower shall, and shall cause each Subsidiary to, keep proper books of record and account in which complete and correct entries will be made of its transactions in accordance with GAAP.

(c)Maintenance and Operation

Each Borrower shall, and shall cause each Subsidiary to, do or cause to be done, all things necessary or required to have all its properties, assets and operations owned, operated and maintained in accordance with sound, diligent and prudent industry practice and Applicable Laws except to the extent that the failure to do or cause to be done the same would not have and would not reasonably be expected to have a Material Adverse Effect, and at all times cause the same to be owned, operated, maintained and used in compliance with all terms of any applicable insurance policy.

(d)Compliance with Legislation Generally; Required Permits

Except as otherwise permitted by Sections 9.2(c) and 9.2(j), each Borrower shall, and shall cause each Subsidiary to, preserve and maintain its corporate, partnership or trust existence (as the case may be) as a corporation, partnership or trust existing under the laws of the jurisdiction of its formation. Each Borrower shall do or cause to be done, and shall cause each Subsidiary to do or cause to be done, all acts necessary or desirable to comply with all Applicable Laws and all agreements or instruments to which it is a party or by which its property or assets are bound, except where such failure to comply does not and would not reasonably be expected to have a Material Adverse Effect, and to maintain and keep in full force and effect all Required Permits and all other franchises, licences, rights, privileges, permits and Governmental Authorizations necessary to enable the Canadian Borrower and each of its Subsidiaries to operate and conduct its respective businesses in accordance with prudent industry practice, except to the extent that the failure to maintain and keep in full force and effect any of the same does not and would not reasonably be expected to have a Material Adverse Effect.

(e)Budgets, Financial Statements, Engineering Reports and Other Information

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

(i)Annual Capital and Operating Budgets - as soon as available and, in any event, within 120 days after the end of each of its fiscal years, its annual consolidated

capital budget and operating budget for the next fiscal year (approved by its board of directors);

(ii)Annual Financials - as soon as available and, in any event, within 120 days after the end of each of its fiscal years, the Canadian Borrower’s audited annual financial statements on a consolidated basis, consisting of a balance sheet, statement of income, statement of cash flows and statement of shareholders’ equity for each such year, together with the notes thereto prepared in accordance with GAAP consistently applied, together with a report of the Canadian Borrower’s auditors thereon;

(iii)Quarterly Financials - as soon as available and, in any event within 60 days after the end of each of its first, second and third fiscal quarters, the Canadian Borrower’s unaudited quarterly financial statements on a consolidated basis, in each case consisting of a balance sheet, statement of income, statement of cash flows and statement of shareholders’ equity for each such period all in reasonable detail and stating in comparative form the figures for the corresponding date and period in the previous fiscal year, all prepared in accordance with GAAP consistently applied;

(iv)Compliance Certificate - concurrently with furnishing the financial statements pursuant to Sections 9.1(e)(ii) and 9.1(e)(iii), a Compliance Certificate signed by any one of the president, chief financial officer, vice president finance or treasurer of the Canadian Borrower and stating that, inter alia, the representations and warranties in Section 8.1 are true and accurate in all respects (or, if applicable, specifying those that are not), that the Canadian Borrower and its Subsidiaries are not in default under the terms and conditions of this Agreement and the other Documents and that no Default or Event of Default has occurred and is continuing (or, if applicable, specifying those defaults or events notified in accordance with Section 9.1(h) below);

(v)Financial Instruments - concurrently with furnishing the financial statements pursuant to Sections 9.1(e)(ii) and 9.1(e)(iii), a report on the status of all outstanding Financial Instruments, such report to be in a form and containing such information as may be required by the Lenders, acting reasonably;

(vi)Annual Independent Engineering Report - within 90 days after the end of each of the Canadian Borrower’s fiscal years, an Engineering Report, effective as of the immediately preceding December 31, prepared by an Independent Engineer; and

(vii)Other - at the request of the Agent, such other information, reports, engineering data, certificates, projections of income and cash flow or other matters affecting the business, affairs, financial condition, property or assets of the Canadian Borrower or its Subsidiaries as the Agent may reasonably request.

(f)Rights of Inspection

At any reasonable time and from time to time upon reasonable prior notice, each Borrower shall permit, and shall cause its Subsidiaries to permit, the Agent or any representative thereof (at the expense of the Borrowers during the continuance of a Default or Event of Default and, otherwise, at the expense of the Agent) to (i) examine and make copies of and abstracts from the records and books of account of the Canadian Borrower or any of its Subsidiaries, (ii) visit and inspect the premises and properties of the Canadian Borrower or any of its Subsidiaries (in each case at the risk of the Borrowers, except for the gross negligence or wilful misconduct of the inspecting party or the failure of any such

inspecting party to comply with Applicable Laws (in each case as determined by a final non-appealable judgment of a court of competent jurisdiction)) or the Canadian Borrower’s or any such Subsidiary’s health and safety requirements, as advised to such inspecting party, and (iii) discuss the affairs, operations, finances and accounts of the Canadian Borrower or any of its Subsidiary with any of the officers of the Canadian Borrower or any of its Subsidiaries.

(g)Notice of Material Litigation

The Canadian Borrower shall promptly give written notice to the Agent of any litigation, proceeding or dispute affecting the Canadian Borrower or any of its Subsidiaries in respect of a demand or claim in respect of which there is a reasonable possibility of an adverse determination and which if adversely determined would reasonably be expected either to result in a liability, obligation or judgment in excess of U.S.$20,000,000 (or the Equivalent Amount thereof in Canadian Dollars or the equivalent thereof in any other currency) or to have a Material Adverse Effect, and shall from time to time furnish to the Agent all reasonable information requested by the Agent concerning the status of any such litigation, proceeding or dispute.

(h)Notice of Default or Event of Default

The Canadian Borrower shall, as soon as reasonably practicable, promptly deliver to the Agent, upon becoming aware of a Default or the occurrence of an Event of Default, an Officer’s Certificate describing in detail such Default or such Event of Default and specifying the steps, if any, being taken to cure or remedy the same.

(i)Notice of Material Adverse Effect

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

(j)Notice of New Subsidiaries

The Canadian Borrower shall promptly give written notice to the Agent of the acquisition, creation or existence of each new Subsidiary after the date hereof.

(k)Securities Disclosure

The Canadian Borrower shall, and shall cause its Subsidiaries to, promptly furnish to the Agent copies of all reports, material change reports, notices and other non-confidential information that any Borrower is required by applicable law or stock exchange requirements to file with any securities commission or stock exchange, furnish to its shareholders or publicly disclose (whether by way by advertisement or otherwise), except for insider reports and other filings which are of an administrative nature and do not contain any material information with respect to the business, affairs or financial condition of the Canadian Borrower and its Subsidiaries. The Canadian Borrower shall be deemed to have satisfied its obligations under this Section (k) if and to the extent any of the foregoing shall have been filed with the Canadian Securities Administrators (and are accessible to the Agent) in the SEDAR filing system at xxx.xxxxx.xxx and the Canadian Borrower shall have notified the Agent of such filing.

(l)Payment of Royalties, Taxes, Withholdings, etc.

Each Borrower shall, and shall cause each of Subsidiary to, from time to time pay or cause to be paid all royalties, rents, Taxes, rates, levies or assessments, ordinary or extraordinary, governmental fees or dues, and to make and remit all withholdings, lawfully levied, assessed or imposed upon the Canadian Borrower or any of its Subsidiaries or any of the assets of the Canadian Borrower or

any of its Subsidiaries, as and when the same become due and payable, except when and so long as the validity of any such royalties, rents, Taxes, rates, levies, assessments, fees, dues or withholdings is being contested by the Canadian Borrower or any of its Subsidiaries by a Permitted Contest.

(m)Payment of Preferred Claims

Each Borrower shall, and shall cause each Subsidiary to, from time to time pay when due or cause to be paid when due all amounts related to wages, workers’ compensation obligations, government royalties or pension fund obligations and any other amount which may result in Security Interest or similar encumbrance against the assets of the Canadian Borrower or any such Subsidiary arising under statute or regulation, except when and so long as the validity of any such amounts or other obligations is being contested by the Canadian Borrower or its Subsidiaries by a Permitted Contest.

(n)Environmental Covenants

(i)Without limiting the generality of Section 9.1(d) above, each Borrower shall, and shall cause each Subsidiary and any other party acting under their direction to, conduct their business and operations so as to comply at all times with all Environmental Laws if the consequence of a failure to comply, either alone or in conjunction with any other such non-compliances, would have or would reasonably be expected to have a Material Adverse Effect.

(ii)If the Canadian Borrower or any of its Subsidiaries shall:

(A)receive or give any notice that a violation of any Environmental Law has or may have been committed or is about to be committed by the same, and if such violation has or would reasonably be expected to have a Material Adverse Effect;

(B)receive any notice that a complaint, proceeding or order has been filed or is about to be filed against the same alleging a violation of any Environmental Law, and if such violation would reasonably be expected to have a Material Adverse Effect; or

(C)receive any notice requiring the Canadian Borrower or any Subsidiary, as the case may be, to take any action in connection with the release of Hazardous Materials into the environment or alleging that the Canadian Borrower or such Subsidiary may be liable or responsible for costs associated with a response to or to clean up a Release of Hazardous Materials into the environment or any damages caused thereby, and if such action or liability has or would reasonably be expected to have a Material Adverse Effect,

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

(o)Use of Loans

Each Borrower shall use all Loans and the proceeds thereof solely for the purposes set forth in Section 2.3 hereof. No Borrower shall, nor or shall it permit any Subsidiary or other Person acting on its or a Subsidiary’s behalf to, take any action which would or would reasonably be expected to cause any of the Documents to violate Regulation T, U or X or to violate Section 7 of the Securities Exchange Act of 1934 (United States) or any rule or regulation thereunder, in each case as now in effect or as the

same may hereinafter be in effect, including, without limitation, the use of the proceeds of any Drawdown or Letters of Credit to purchase or carry any margin stock in violation of Regulation T, U or X.

(p)Required Insurance

Each Borrower shall, and shall cause each Subsidiary to, maintain, in full force and effect with financially sound and reputable insurers, insurance with respect to their respective properties and business and against such casualties and contingencies and in such types and such amounts as shall be in accordance with prudent business practices for corporations or other entities of the size and type of business and operations as the Canadian Borrower and its Subsidiaries.

(q)Compliance With P&NG Leases

Each Borrower shall, and shall cause each Subsidiary to, comply in all material respects with the P&NG Leases relating to P&NG Rights, taken as a whole, and if a notice of termination or default in respect of any such P&NG Lease is given to the Canadian Borrower or any of its Subsidiaries by any other party thereto, the Canadian Borrower shall forthwith provide a copy of such notice to the Agent and shall advise the Agent as to what steps and actions the Canadian Borrower and its Subsidiaries are taking to remedy the default in question and/or to avoid the termination of such P&NG Lease.

(r)Anti-Terrorism Laws; Anti-Money Laundering Laws; Anti-Corruption Laws Representations Continue to be True

Each Borrower shall, and shall cause each Subsidiary to, conduct its respective business operations such that the representations and warranties in Section 8.1(v) are true and correct at all times that this Agreement is in effect (and not just at, and as of, the times such representations and warranties are made or deemed to be made).

(s)Termination of Plans

Promptly, and in any event within twenty (20) Banking Days after receipt thereof by a Borrower or any member of the Controlled Group from the PBGC, the Canadian Borrower shall provide to the Agent copies of each notice received by such Borrower or any such member of the Controlled Group of the PBGC’s intention to terminate any Plan, in each case, that would have or would reasonably be expected to have a Material Adverse Effect.

(t)Other ERISA Notice

(i)Promptly, and in any event within twenty (20) Banking Days after receipt thereof by any Borrower or any member of the Controlled Group from a Multiemployer Plan sponsor, the Canadian Borrower shall provide to the Agent a copy of each notice received by such Borrower or any member of the Controlled Group concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA that would have or would reasonably be expected to cause a Material Adverse Effect.

(ii)Promptly, and in any event within twenty (20) Banking Days after any Borrower or any member of the Controlled Group knows that an ERISA Event has occurred, the Canadian Borrower shall provide to the Agent a statement describing the ERISA Event and the action, if any, which such Borrower or a member of the Controlled Group proposes to take with respect thereto.

(u)Notices in Respect of Second Lien Debt

The Canadian Borrower shall provide to the Agent:

(i)as soon as reasonably practicable, and in any event not less than ten (10) Banking Days prior written notice of the Canadian Borrower’s intention to create, incur or issue any Second Lien Debt, together with an Officer’s Certificate attaching a true and complete copy of any Second Lien Financing Agreement which the Canadian Borrower is intending to enter into in connection therewith;

(ii)as soon as reasonably practicable, and in any event no later than three (3) Banking Days after becoming actually aware of a default, event of default or other similar condition or event (however described) under, pursuant or relating to the Second Lien Financing Agreement, an Officer’s Certificate describing in detail such default, event of default or other similar condition or event (however described) and specifying the steps, if any, being taken to cure or remedy the same;

(iii)not less than ten (10) Banking Days’ prior written notice of any proposed material alteration, amendment, modification or supplement to, or restatement of, the Second Lien Financing Agreement or any ancillary document, instrument or agreement related thereto (or any waiver or consent to like effect), which notice shall include a copy of such proposed alteration, amendment, modification, supplement, restatement, waiver or consent; and

(iv)promptly, and in any event not less than five (5) Banking Days after entering into any Second Lien Financing Agreement or any ancillary document, instrument or agreement related thereto or any agreement providing for any material alteration, amendment, modification or supplement to, or restatement of, any of the foregoing (or any waiver or consent to like effect), an Officer’s Certificate attaching a true and complete executed copy of the same.

(v)ARO Reporting

(i)The Canadian Borrower shall deliver to the Agent, within 120 days after the end of each of its fiscal years, an annual Abandonment and Reclamation Report together with a summary of all letters of credit and other forms of security provided to each applicable Energy Regulator related to abandonment and reclamation obligations and liabilities of any one or more of the Borrowers and the Material Subsidiaries (excluding any security which is mandatorily required to be provided by producers without regard to any Liability Management Rating deficiency or similar abandonment and reclamation obligation deficiency construct).

(ii)The Canadian Borrower shall deliver to the Agent, promptly following receipt thereof by it or any Material Subsidiary, copies of any Abandonment/Reclamation Orders (and any amendments, supplements or other modifications thereto) or other material notices or communications related to any directives, rules, regulations or other orders issued by any applicable Energy Regulator to any of the Canadian Borrower and the Material Subsidiaries or otherwise affecting any of the assets of any of them relating to any non-compliance by any of the Canadian Borrower and the Material Subsidiaries with any applicable Environmental Laws, including liability assessments, potential or designated problem site notices, requirement to post security deposits and operator

insolvency notices; provided that the aggregate estimated cost of compliance with all such orders, notices or communications would reasonably be expected to exceed the Threshold Amount.

(iii)The Canadian Borrower shall deliver to the Agent, promptly following delivery of such letters of credit or security, notice to the Agent if any letters of credit or other forms of security are issued on its or any Material Subsidiary’s behalf to any applicable Energy Regulator if the Liability Management Rating of the Canadian Borrower or any Material Subsidiary is less than 2.0 in any Primary Jurisdiction (or if such Liability Management Rating would have been below any such threshold absent such letter of credit or security having been delivered to the applicable Energy Regulator).

(w)Change of Name, Chief Executive Office and Jurisdiction of Formation

Each Borrower shall, and shall cause each Material Subsidiary to, notify the Agent at least 15 days (or such shorter period as may be agreed may to by the Agent) in advance of any change in: (A) its name or the location of its chief executive office, as such term is utilized in the Personal Property Security Act (Alberta) and (B) its jurisdiction of incorporation, amalgamation, organization or formation.

(x)Flood Hazard Diligence and Deliveries

If a mortgage, deed of trust or other encumbrance on any real property of any Borrower or any Material Subsidiary located in the United States of America is requested or required pursuant to the terms of this Agreement or any other Document where such real property contains any Building or Manufactured (Mobile) Home (as such terms are defined in the applicable U.S. Flood Insurance Laws) and such Building or Manufactured (Mobile) Home is not carved out of such mortgage, deed of trust or other encumbrance, each Borrower shall, and shall cause each applicable Material Subsidiary to, deliver to each affected Lender (i) all relevant address information, including a “metes and bounds” legal description of such real property if available, so as to allow each affected Lender to procure a flood determination certificate issued by the appropriate Governmental Authority or authorized third party indicating whether such property is designated as a “flood hazard area” and (ii) if such real property is designated to be in a “flood hazard area”, evidence of flood insurance on such real property obtained by the applicable Borrower or applicable Material Subsidiary, in such total amount as required under applicable U.S. Flood Insurance Laws and otherwise in compliance with the U.S. Flood Insurance Laws. All diligence in this Section 9.1(x) must be completed and approved prior to the execution of any mortgage, deed of trust or other encumbrance instrument with respect to such real property.

9.2 Negative Covenants

(a)Change of Business

No Borrower shall, nor shall it permit any Subsidiary to, change in any material respect the nature of its business or operations from the types of businesses and operations carried on by it and its Subsidiaries on the date hereof.

(b)Negative Pledge

No Borrower shall, nor shall it permit any Subsidiary to, create, issue, incur, assume or permit to exist any Security Interests on any of their property, undertakings or assets other than Permitted Encumbrances.

(c)No Dissolution

Except as permitted by Section 9.2(j), no Borrower shall, nor shall it permit any Subsidiary to, liquidate, dissolve or wind up or take any steps or proceedings in connection therewith except, in the case of Subsidiaries, where the successor thereto or transferee thereof is the Canadian Borrower or a Wholly-Owned Subsidiary.

(d)Limit on Sale of Assets

Except for Permitted Dispositions, the Borrowers shall not, and shall not permit any Subsidiaries to, sell, transfer or otherwise dispose of any property or assets (i) during the continuance of a Default or Event of Default or (ii) in any calendar year, where the aggregate fair market value thereof, whether in one transaction or a series of transactions, exceeds the greater of (A) U.S.$250,000,000 and (B) 5% of Consolidated Tangible Assets; provided that, in each case, for certainty, a sale, transfer or other disposition of property or assets to a Person at arm’s length from the Canadian Borrower and its Subsidiaries shall constitute prima facie evidence of the fair market value of such property or assets being sold, transferred or disposed of.

(e)Limitation on Non-Material Subsidiary Debt

The Borrowers shall not permit any Subsidiaries which have not provided Security to incur, assume or otherwise become liable for, or permit to exist, Debt which, in the aggregate at any time, exceeds the Threshold Amount.

(f)Limit on Investment

Except for Investments in the Canadian Borrower or any Material Subsidiary which has previously granted Security to the Agent on behalf of the Lenders, the Borrowers shall not, nor shall they permit any Subsidiaries to, make Investments in excess, in the aggregate in any calendar year, of U.S.$50,000,000 in or relating to (A) P&NG Rights which are located in countries which are not members of the OECD, or (B) any Person (x) whose property, assets or undertakings are principally located in countries which are not members of the OECD or (y) whose business is other than the exploration, development and production of Petroleum Substances from P&NG Rights located in countries which are members of the OECD.

(g)Limits on Distributions

In addition to and without derogating from Section 9.2(m) in respect of any Distributions referred to in paragraph (b) of the definition thereof, the Borrowers shall not make, nor shall they permit any Subsidiaries to, make any Distributions which would have or would reasonably be expected to have a Material Adverse Effect or would adversely affect or impair the ability or capacity of the Canadian Borrower or a Subsidiary to pay or fulfill any of the Secured Obligations under any Lender Financial Instruments.

Notwithstanding the foregoing or any other provision of the Documents to the contrary and in addition thereto, no Borrower shall, nor shall it permit any Subsidiary to, make any Distributions during the continuance of a Default or Event of Default.

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(h)Financial Instruments

No Borrower shall enter into, transact or have outstanding, or permit any Subsidiary to enter into, transact or have outstanding, any Financial Instruments or Financial Instrument Obligations for speculative purposes or in contravention of the prevailing hedging policies of the board of directors of any Borrower.

(i)Non Arm’s Length Transactions

No Borrower shall, nor shall it permit any Subsidiary to, enter into any contract, agreement or transaction whatsoever, including, for the sale, purchase, lease or other dealing in any material property other than at a consideration which equals the fair market value of such property or other than at a fair market rental as regards leased property except in respect of transactions between or among any Borrower and/or one or more Wholly-Owned Subsidiaries.

(j)No Merger, Amalgamation, etc.

No Borrower shall, nor shall it permit any Subsidiary to, enter into any transaction (other than any transaction where the same only involves Subsidiaries which are not Material Subsidiaries) whereby all or substantially all of its undertaking, property and assets would become the property of any other Person (herein called a “Successor”) whether by way of reconstruction, reorganization, recapitalization, consolidation, amalgamation, merger, transfer, sale or otherwise (each, a “Fundamental Transaction”), unless:

(i)in the case of the Canadian Borrower, the Successor is a corporation and incorporated under the federal laws of Canada or the laws of any province of Canada or the Successor is a partnership duly established under the laws of any province of Canada or, in the case of the U.S. Borrower, the Successor is a corporation and incorporated under the laws of any State in the United States of America, the Successor is a limited liability company and formed under the laws of any State in the United States of America, or the Successor is a partnership duly established under the laws of any State in the United States of America;

(ii)prior to or contemporaneously with the consummation of such Fundamental Transaction the Successor and, as applicable, each of the Canadian Borrower and its Subsidiaries shall have executed and delivered or caused to be executed and delivered to the Agent such instruments and done such things as, in the reasonable opinion of Xxxxxxx’ Counsel, are necessary or advisable to establish that upon the consummation of such Fundamental Transaction:

(A)the Successor will have assumed (by operation of law or otherwise) all the covenants and obligations of the Canadian Borrower or a Subsidiary, as applicable, under all Documents to which the Canadian Borrower or such Subsidiary, as applicable, is a party; and

(B)this Agreement and the other applicable Documents, as the case may be, will be valid and binding obligations of the Successor and each of the Canadian Borrower and its Subsidiaries which is a party thereto, entitling the Lenders and the Agent to exercise all their rights under this Agreement and the other applicable Documents against each of them;

(iii)such Fundamental Transaction shall be on such terms and shall be carried out in such manner as to preserve and not to impair any of the rights and powers of the Lenders and the Agent hereunder or pursuant to the other Documents;

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(iv)such Fundamental Transaction shall not result in the assets of the Successor being subject to any Security Interests other than Permitted Encumbrances; and

(v)no Event of Default or Default shall have occurred and be continuing, or will occur as a result of such Fundamental Transaction, or shall exist immediately after the consummation of such Fundamental Transaction.

(k)Compliance with ERISA

No Borrower shall, nor shall it permit any Subsidiary to, directly or indirectly:

(i)engage in any transaction in connection with which a Borrower or any Controlled Group member could be subjected to either a material civil penalty assessed pursuant to section 502(c), (i) or (l) of ERISA or a material tax imposed by Chapter 43 of Subtitle D of the Code;

(ii)terminate any Plan in a manner, or take any other action with respect to any Plan, which could result in any liability to a Borrower or any Controlled Group member to the PBGC that would or would reasonably be expected to have a Material Adverse Effect;

(iii)fail to make full payment when due of all amounts which, under the provisions of any Plan, agreement relating thereto or applicable law, a Borrower or any Controlled Group member is required to pay as contributions thereto if such failure would have or would reasonably be expected to have a Material Adverse Effect;

(iv)permit to exist any failure to satisfy the minimum funding standards under Section 302 of ERISA or section 412 of the Code, whether or not waived, with respect to any Plan which would have or would reasonably be expected to have a Material Adverse Effect;

(v)permit the actuarial present value of the benefit liabilities (as “actuarial present value of the benefit liabilities” shall have the meaning specified in section 4041 of ERISA) under all Plans maintained by a Borrower and all Controlled Group members which are regulated under Title IV of ERISA to materially exceed the current actuarial value of all assets of such Plans;

(vi)assume an obligation to contribute to any Multiemployer Plan that would have or would reasonably be expected to have a Material Adverse Effect;

(vii)acquire an 80% or greater interest in any Person if such Person sponsors, maintains or contributes to, or at any time in the six-year period preceding such acquisition has sponsored, maintained, or contributed to, (A) any Multiemployer Plan, or (B) any other Plan that is subject to Title IV of ERISA, and in either case, the actuarial present value of the benefit liabilities under such Plan materially exceeds the current value of the assets (computed on a plan termination basis in accordance with Title IV of ERISA) of such Plan allocable to such benefit liabilities, and the withdrawal liability, if assessed, or termination liability would have or would reasonably be expected to have a Material Adverse Effect;

(viii)incur a material liability to or on account of a Plan under sections 515, 4062, 4063, 4064, 4201 or 4204 of ERISA;

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(ix)assume an obligation to contribute to any employee welfare benefit plan, as defined in section 3(1) of ERISA, including, without limitation, any such plan maintained to provide benefits to former employees of such entities, that may not be terminated by such entities in their sole discretion without any material liability;

(x)amend a Plan resulting in an increase in current liability such that a Borrower or any Controlled Group member is required to provide material security to such Plan under section 401(a)(29) of the Code; or

(xi)permit to exist any occurrence of any reportable event (as defined in Title IV of ERISA), or any other event or condition, which presents a material (in the opinion of a Majority of the Lenders) risk of such a termination by the PBGC of any Plan that would have or would reasonably be expected to have a Material Adverse Effect.

(l)No-Hoarding

No Borrower shall, nor shall it permit any Subsidiary to, use the proceeds of any Loan to accumulate or maintain cash or cash equivalents in one or more accounts (including, for certainty, any depository, investment or securities account) maintained by the Canadian Borrower or any of its Subsidiaries in an amount, in the aggregate, greater than [redacted] (or the Equivalent Amount thereof in Canadian Dollars or the equivalent thereof in any other currency), but excluding therefrom amounts accumulated or maintained therein in the ordinary course of business, and (for certainty) the Lenders may refuse to make any requested Drawdown which the Lenders, acting reasonably, determine would result in a contravention of this Section 9.2(l).

(m)Restriction on Redemptions and Repurchases of Junior Capital

No Borrower shall, nor shall it permit any Subsidiary to, redeem, retire, defease, purchase, prepay or otherwise acquire for value any Equity, Notes and Other Unsecured Debt or Second Lien Debt unless funded or effected in compliance with one or more of the following (as applicable):

(i)in the case of Notes and Other Unsecured Debt or Second Lien Debt, from the proceeds of the issuance or incurrence of Junior Refinancing Debt, Convertible Debentures or Equity (provided that the terms of such Equity do not provide for redemption or repayment thereof other than at the option of the issuer prior to two (2) months after the then latest Maturity Date in effect);

(ii)from the proceeds of the issuance of common shares in the capital of the Canadian Borrower or subscriptions proceeds received by the Canadian Borrower from the issuance of common shares in the capital of the Canadian Borrower; or

(iii)if, after giving pro forma effect to such purchase, redemption, retirement, defeasement, prepayment or other acquisition:

(A)the Senior Secured Debt to EBITDA Ratio will not exceed 2.50:1.00; and

(B)no Material Adverse Effect, Default or Event of Default has occurred and is continuing, or would reasonably be expected to occur as a result of such purchase, redemption, retirement, defeasement, prepayment or other acquisition.

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9.3 Financial Covenants

So long as any Obligation is outstanding or any Credit Facility is available hereunder, the Borrowers covenant and agree with each of the Lenders and the Agent that, unless (subject to Section 15.10) a Majority of the Lenders otherwise consent in writing:

(a)Interest Coverage Ratio

The Borrowers shall not, as at each Quarter End, permit the Interest Coverage Ratio to be less than 3.50:1.00.

(b)Senior Secured Debt to EBITDA Ratio

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FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Among BAYTEX ENERGY CORP. as Canadian Borrower - and - BAYTEX ENERGY USA, INC. as U.S. Borrower - and - THE FINANCIAL INSTITUTIONS AND OTHER PERSONS NAMED FROM TIME TO TIME HEREIN AS LENDERS as Lenders -...