EXHIBIT
4.3


Execution
Version


US$1,300,000,000
(OR EQUIVALENT)


EXTENDIBLE
REVOLVING - TERM CREDIT FACILITY





 






AMENDED
AND RESTATED CREDIT AGREEMENT


AMONG


OVINTIV
CANADA ULC

(as Borrower)


AND


OVINTIV
INC.

(as Guarantor)


AND


THE
FINANCIAL AND OTHER INSTITUTIONS NAMED HEREIN

FROM TIME TO TIME IN THEIR

CAPACITIES AS LENDERS

(as Lenders)


AND


ROYAL
BANK OF CANADA

(as Agent)


Dated
as of April 1, 2022


 





 






RBC
CAPITAL MARKETS


JPMORGAN
CHASE BANK, N.A., TORONTO BRANCH

CANADIAN IMPERIAL BANK OF COMMERCE


TD
SECURITIES


CITIBANK,
N.A., CANADIAN BRANCH

(as Joint-Lead Arrangers and Joint Bookrunners)


AND


BMO
CAPITAL MARKETS


THE
BANK OF NOVA SCOTIA


(as
Joint-Lead Arrangers)


AND


BANK
OF MONTREAL


THE
BANK OF NOVA SCOTIA


(as
Documentation Agents)








Norton Rose Fulbright Canada LLP


Blake,
Cassels & Graydon LLP


 




     


     


    

 


TABLE
OF CONTENTS


Page


	ARTICLE 1 DEFINITIONS	1
	 	1.1 	Definitions	 1
	 	1.2 	Headings and Table of Contents	 32
	 	1.3 	References	 32
	 	1.4 	Rules of Interpretation	 32
	 	1.5 	Generally Accepted Accounting Principles	 33
	 	1.6 	Changes in GAAP or Accounting Policies	 33
	 	1.7 	Schedules	 34
	 	1.8 	Certain Matters Related to Ratings Explained	 34
	 	1.9 	Amendment and Restatement	 35
	 	1.10 	Divisions	 36
	 	1.11 	Interest Rates; Benchmark Notification	36
	ARTICLE 2 REPRESENTATIONS AND WARRANTIES	 36
	 	2.1 	Representations and Warranties	 36
	 	2.2 	Deemed Representation and Warranty Upon Drawdown	 39
	 	2.3 	Deemed Representation and Warranty Upon Conversion or
    Rollover	 40
	 	2.4 	Nature of Representations and Warranties	40
	ARTICLE 3 THE CREDIT FACILITY	 40
	 	3.1 	Obligations of the Lenders	 40
	 	3.2 	Purpose/Certain Acquisitions	 40
	 	3.3 	Drawdowns	 41
	 	3.4 	Term Benchmark Loans	 42
	 	3.5 	Bankers' Acceptances	 42
	 	3.6 	Agent's Duties re Bankers' Acceptances	 44
	 	3.7 	Letters of Credit	 44
	 	3.8 	Conversion Option	 49
	 	3.9 	Rollover Option	 49
	 	3.10 	Notice and Additional Repayment Requirements	 50
	 	3.11 	Pro-Rata Treatment of Borrowings	 51
	 	3.12 	Extension of Maturity Date	 51
	 	3.13 	Increase in Credit Facility	55
	ARTICLE 4 REPAYMENT AND CANCELLATION	 56
	 	4.1 	Repayment of Borrowings	 56
	 	4.2 	Exchange Rate Fluctuations	 57
	 	4.3 	Cancellation of Syndicated Commitments	 57
	 	4.4 	Evidence of Indebtedness	58
	ARTICLE 5 PAYMENT OF INTEREST AND FEES	 58
	 	5.1 	Payment of Interest on Prime Loans	 58
	 	5.2 	Payment of Interest on USBR Loans	 58
	 	5.3 	Payment of Interest on Term Benchmark Loans	 58
	 	5.4 	Stamping Fees for Bankers' Acceptances	 59
	 	5.5 	Issuance Fees for Letters of Credit	 59
	 	5.6 	Adjustments	 59
	 	5.7 	Interest on Overdue Amounts	 60
	 	5.8 	Standby Fees	 60
	 	5.9 	Agency Fees	 60




 


    	 	- ii -	 



     


    







 





	 	5.10 	Maximum Rate Permitted by Law	60
	 	5.11 	Interest Act	 61
	 	5.12 	Nominal Rates; No Deemed Reinvestment	 61
	 	5.13 	Interest on Prepayments and Repayments	61
	ARTICLE 6 PAYMENTS	 61
	 	6.1 	Time and Place of Payment	 61
	 	6.2 	Currency of Payment	 62
	 	6.3 	Payments Free and Clear	 62
	 	6.4 	Account Debit Authorization	63
	ARTICLE 7 CONDITIONS PRECEDENT	 63
	 	7.1 	Conditions Precedent to Effectiveness	 63
	 	7.2 	Conditions Precedent to all Drawdowns	 64
	 	7.3 	Conditions Precedent to Conversion or Rollover	 65
	 	7.4 	Waiver	65
	ARTICLE 8 COVENANTS OF THE OBLIGORS	 65
	 	8.1 	Affirmative Covenants of the Obligors	 65
	 	8.2 	Negative Covenants of the Obligors	 69
	 	8.3 	Actions in Respect of Subsidiaries	74
	ARTICLE 9 EVENTS OF DEFAULT	 75
	 	9.1 	Events of Default	 75
	 	9.2 	Occurrence of an Event of Default	 77
	 	9.3 	Lenders' Right to Suspend the Borrowings	 77
	 	9.4 	Remedies Cumulative	 77
	 	9.5 	Set-Off	 78
	 	9.6 	Cash Coverage Account	 78
	 	9.7 	Application and Sharing of Payments Following Acceleration	79
	ARTICLE 10 CHANGE OF CIRCUMSTANCES	 79
	 	10.1 	Market Disruption	 79
	 	10.2 	Increased Costs or Reduced Income or Return Due to Change
    in Law	 82
	 	10.3 	Illegality	 84
	 	10.4 	Designation of Different Lending Office	 85
	 	10.5 	Benchmark Replacement Setting	85
	ARTICLE 11 PAYMENT OF EXPENSES AND INDEMNITIES	 86
	 	11.1 	Payment of Expenses	 86
	 	11.2 	General Indemnity	87
	ARTICLE 12 THE AGENT AND THE LENDERS	 88
	 	12.1 	Authorization of Agent	 88
	 	12.2 	Responsibility of Agent	 88
	 	12.3 	Acknowledgement of Lenders	 88
	 	12.4 	Rights and Obligations of Each Lender	 89
	 	12.5 	Determinations by Lenders	 89
	 	12.6 	Notices between the Lenders, the Agent and the Borrower	 89
	 	12.7 	Agent's Duty to Deliver Documents Obtained from Borrower	 89
	 	12.8 	Arrangements for Borrowings	 90
	 	12.9 	Arrangements for Repayment of Borrowings	 90
	 	12.10 	Repayment by Lenders to Agent	 90
	 	12.11 	Adjustments Among Lenders	 91
	 	12.12 	Lenders' Consents to Waivers, Amendments, etc.	 91
	 	12.13 	Reimbursement of Agent's Expenses	 92
	 	12.14 	Reliance by Agent on Notices, etc.	 94
	 	12.15 	Relations with Borrower	 94




 


    	 	- iii -	 



     


    



 


	 	12.16 	Successor Agent	 94
	 	12.17 	Change of Schedule I Reference Bank	 95
	 	12.18 	Indemnity of Agent	 95
	 	12.19 	Cash Collateral and Withholding from a Defaulting Lender	 95
	 	12.20 	Funding if there is a Defaulting Lender	 96
	 	12.21 	Erroneous Payments by the Agent	 98
	 	12.22 	Amendment to this Article 12	99
	ARTICLE 13 GUARANTEE	 99
	 	13.1 	Guarantee	 99
	 	13.2 	No Subrogation	 100
	 	13.3 	Amendments, etc. With Respect to the Obligations; Waiver
    of Rights	 100
	 	13.4 	Guarantee Absolute and Unconditional	 101
	 	13.5 	Reinstatement	 101
	 	13.6 	Not Affected by Bankruptcy	102
	ARTICLE 14 NOTICES	 102
	 	14.1 	Method of Giving Notice	 102
	 	14.2 	Change of Address	 102
	 	14.3 	Deemed Receipt	105
	ARTICLE 15 GOVERNING LAW AND JUDGMENT CURRENCY	 103
	 	15.1 	Governing Law	 103
	 	15.2 	Jurisdiction	 103
	 	15.3 	Judgment Currency	103
	ARTICLE 16 MISCELLANEOUS	 104
	 	16.1 	Exchange and Confidentiality of Information	 104
	 	16.2 	Severability	 105
	 	16.3 	Amendments and Waivers	 105
	 	16.4 	Survival of Representations	 105
	 	16.5 	Whole Agreement	 106
	 	16.6 	Term of Agreement	 106
	 	16.7 	Time of Essence	 106
	 	16.8 	Substitution of Lender	 106
	 	16.9 	Successors and Assigns	 107
	 	16.10 	AML Legislation and "Know Your Client" Requirements	108
	 	16.11 	Platform	109
	 	16.12 	Waiver of Jury Trial	109
	 	16.13 	Electronic Communications	110
	 	16.14 	Counterparts	110
	 	16.15 	Acknowledgement and Consent to Bail-In of Affected Financial
    Institutions	110
	 	16.16 	No Advisory or Fiduciary Responsibility	111





 



    	 	- iv -	 



     


    



SCHEDULES


	Schedule "A"
    -	Notice of Drawdown,
    Repayment or Cancellation of Commitment
	Schedule "B" -	Notice of Drawdown by way of
    Bankers' Acceptances
	Schedule "C" -	Notice of Conversion
	Schedule "D" -	Notice of Rollover
	Schedule "E" -	Request for Extension
	Schedule "F" -	Compliance Certificate
	 	Intentionally Deleted.
	Schedule "H" -	Power of Attorney – Bankers'
    Acceptances
	Schedule "I" -	Lender Transfer Agreement
	Schedule "J" -	Commitments



 


 


 


 



    	 	- v -	 



     


    

THIS
AMENDED AND RESTATED CREDIT AGREEMENT is dated as of April 1, 2022


AMONG:


OVINTIV
CANADA ULC, a corporation continued under the laws of the Province of British Columbia, having an office in Calgary, Alberta, Canada
(the "Borrower")


AND


 




OVINTIV
INC., a corporation incorporated under the laws of the State of Delaware, having its executive office in Denver, Colorado, United
States of America (the "Guarantor")


AND


 




each
of the financial and other institutions named on Schedule "J" from time to time, in their capacities as Lenders


AND


ROYAL
BANK OF CANADA, a Canadian chartered bank having its head office in Toronto, Ontario, Canada, in its capacity from time to time as
administrative agent of the Lenders hereunder (in such capacity, the "Agent")


WHEREAS
the Borrower, the Guarantor, certain of the Lenders and the Agent are parties to the Existing Credit Agreement;


AND
WHEREAS the Borrower has requested and the Lenders have agreed to amend and restate the Existing Credit Agreement upon the terms
and conditions, and in the form, of this Agreement;


NOW
THEREFORE, in consideration of the premises, the mutual covenants and for other good and valuable consideration, the receipt of which
is hereby acknowledged, the parties agree as follows:


ARTICLE
1

DEFINITIONS


	1.1	Definitions



In
this Agreement:


"Acceleration
Notice" has the meaning ascribed thereto in Section 9.2;


"Accounts"
means the accounts and records established by the Agent to record the Borrower's liability to each of the Lenders in respect of the Borrowings
and other Loan Indebtedness owing by the Borrower to each of the Lenders hereunder in accordance with Section 4.4;


"Additional
Compensation" has the meaning ascribed to that term in Section 10.2;


“Adjusted
Daily Simple SOFR” means an interest rate per annum equal to (a) the Daily Simple SOFR, plus (b) 0.10% per annum; provided
that if the Adjusted Daily Simple SOFR as so




     


     


    

determined
would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement;


“Adjusted
Term SOFR Rate” means, for any Interest Period, an interest rate per annum equal to (a) the Term SOFR Rate for such Interest
Period, plus (b) 0.10% per annum for all Interest Periods; provided that if the Adjusted Term SOFR Rate as so determined would be less
than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement;


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


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


"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;


"Agent"
means Royal when acting in its capacity as agent hereunder, and includes any successor agent appointed pursuant to Section 12.16;


"Agent's
Account for Payments" means:


		(i)	for
                                            all payments in Canadian Dollars, the following account maintained by the Agent at its Toronto
                                            main branch, to which payments and transfers are to be effected as follows:



Royal
Bank of Canada


Swift
Address: ROYCCAT2


Favour:
/00002-266-760-8


RBC
Agency Services Group


Toronto,
Ontario


Ref:
Ovintiv Canada ULC


 


		(ii)	for
                                            all payments in US Dollars, the following account maintained by the Agent at its Toronto
                                            main branch, to which payments and transfers are to be effected as follows:



JPMorgan
Chase Bank, New York, New York


ABA
021000021, Swift code: CHASUS33


Swift
Address: ROYCCAT2


Beneficiary:
Favour: /00002-408-919-9


RBC
Agency Services Group


Toronto,
Ontario


Ref:
Ovintiv Canada ULC


or
such other places or accounts in Canada as may be stipulated by the Agent from time to time and notified in writing to the Borrower and
the Lenders;


"Agent's
Branch of Account" means:




    	 	- 2 -	 



     


    

Royal
Bank of Canada


RBC
Agency Services Group


RBC
Centre


155
Wellington Street West


8th
Floor


Toronto,
Ontario


M5V
3K7


 


Email:
rbcmagnt@rbccm.com


Fax:
(416) 842-4023


 


or
such other office or branch of the Agent in Canada as the Agent may from time to time advise the Borrower and the Lenders in writing;


"Agreement"
or "Credit Agreement" means this agreement, including Schedules "A" to "J" inclusive, and any further
amendments or supplements to it;


"AML
Legislation" has the meaning given to it in Section 16.10;


"Anti-Corruption
Laws" means all laws, rules, and regulations of Sanctions Authorities that apply to the Borrower and its Subsidiaries from time
to time concerning or relating to bribery of government officials or public corruption;


"Applicable
Law" means, with respect to any Person, property, transaction or event, and whether or not having the force of law, all applicable
provisions of laws, statutes, regulations, rules, guidelines, by-laws, treaties, orders, policies, judgments, decrees and official directives
of Governmental/Judicial Bodies or Persons acting under the authority of any Governmental/Judicial Body;


"Applicable
Pricing Margin" means, with respect to any applicable Borrowing or the standby fees payable under Section 5.8, a rate per
annum set forth opposite the applicable Debt Rating:


	 

    

    


    Level
	

    

    Debt Rating

    (S&P/Moody's/Fitch)	Bankers'
    Acceptances / Term Benchmark Loans /

    Letters
    of Credit

    (in
    bps)
	Prime
    Loans / USBR Loans

    (in
    bps)
	

    

    Standby Fee

    (in
    bps)

	1	A/A2/A
    or higher	80	0	16
	2	A-/A3/A-	100	0	20
	3	BBB+/Baa1/BBB+	120	20	24
	4	BBB/Baa2/BBB	145	45	29
	5	BBB-/Baa3/BBB-	170	70	34
	6	Lower
    than Level 5, or unrated by each of S&P, Moody's and Fitch 	225	125	45


 


provided
that, in each case, as applicable:


		(i)	if
                                            at any time the Guarantor has three Debt Ratings and the Debt Rating assigned by any one
                                            Rating Agency is lower than the Debt Rating assigned by any other Rating





    	 	- 3 -	 



     


    




	 	 	Agency, then such
                              lowest Debt Rating (the "Disregarded Debt Rating") shall be disregarded for the purposes of this definition;
                              provided that if the Debt Rating assigned by any two Rating Agencies is the same and is lower than the
                              Debt Rating assigned by the third Rating Agency, then only one of the two lowest Debt Ratings shall be
                              treated as the Disregarded Debt Rating;
	 	 	 
		(ii)	if
                                            at any time the Guarantor has either (A) two Debt Ratings, or (B) three Debt Ratings but
                                            one is a Disregarded Debt Rating, and if at any time the Debt Rating assigned by one Rating
                                            Agency differs from the Debt Rating assigned by the other Rating Agency by only one rating
                                            subcategory, then the Applicable Pricing Margin shall be the applicable rate per annum set
                                            forth opposite the higher of the two Debt Ratings;



		(iii)	if
                                            at any time the Guarantor has either (A) two Debt Ratings, or (B) three Debt Ratings but
                                            one is a Disregarded Debt Rating, and if at any time the Debt Rating assigned by one Rating
                                            Agency differs from the Debt Rating assigned by the other Rating Agency by two or more rating
                                            subcategories, then the Applicable Pricing Margin shall be the average of the applicable
                                            rates per annum set forth opposite those two Debt Ratings; 



		(iv)	the
                                            Applicable Pricing Margin for Bankers' Acceptances and Letters of Credit shall be determined
                                            on the date of issuance and shall be subject to adjustment in accordance with Section 5.6;
                                            



		(v)	with
                                            respect to Letters of Credit which are not characterized as Direct Credit Substitutes (as
                                            determined by the Fronting Bank, acting reasonably), the Applicable Pricing Margin shall
                                            be 662/3% of the applicable rates described above; provided that if
                                            any such Letter of Credit is determined by the Office of the Superintendent of Financial
                                            Institutions Canada to be a Direct Credit Substitute after the issuance thereof, the Applicable
                                            Pricing Margin shall be adjusted to 100% of the applicable rates described 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 shall be payable on the first Business
                                            Day of the next Fiscal Quarter; and



		(vi)	if
                                            any or all of S&P, Moody's and Fitch ceases to carry on the business of providing ratings
                                            of the long term debt of corporate borrowers based on creditworthiness assessments, then
                                            the provisions of Section 1.8 (and not Level 6 pricing) shall apply;



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


"BA
Equivalent Loan" means, in relation to a Drawdown of, Conversion into or Rollover of, Bankers' Acceptances, a Borrowing advanced
by a Non-Acceptance Lender pursuant to Section 3.5(f) as part of such Drawdown, Conversion or Rollover;


"BA
Suspension Notice" has the meaning given to it in Section 10.1(b)(ii);


“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;




    	 	- 4 -	 



     


    

“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, regulation, rule or requirement 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 Affiliates (other than
through liquidation, administration or other insolvency proceedings);


"Bankers'
Acceptance" means either a depository bill, as defined by the Depository Bills and Notes Act (Canada), or a blank non-interest
bearing bill of exchange, as defined by the Bills of Exchange Act (Canada), in either case drawn by the Borrower and accepted
by a Lender as a bankers' acceptance, as evidenced by the Lender's endorsement thereof at the request of the Borrower pursuant to Section 3.3,
3.8 or 3.9;


"basis
point" or "bp" means one one-hundredth of a percent;


“Benchmark”
means, initially, with respect to any Term Benchmark Loan, the Term SOFR Rate; provided that if a Benchmark Transition Event, and the
related Benchmark Replacement Date have occurred with respect to the Term SOFR Rate or the then-current Benchmark, then “Benchmark”
means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant
to Section 10.5(a);


“Benchmark
Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the
Agent for the applicable Benchmark Replacement Date:


	 	(1)	the Adjusted Daily
                           Simple SOFR;
	 	 	 
		(2)	the
                                            sum of: (a) the alternate benchmark rate that has been selected by the Agent and the Borrower
                                            as the replacement for the then-current Benchmark for the applicable Corresponding Tenor
                                            giving due consideration to (i) any selection or recommendation of a replacement benchmark
                                            rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii)
                                            any evolving or then-prevailing market convention for determining a benchmark rate as a replacement
                                            for the then-current Benchmark for dollar-denominated syndicated credit facilities at such
                                            time in the United States and (b) the related Benchmark Replacement Adjustment;



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


“Benchmark
Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement
for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment,
or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected
by the Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (a) any selection or recommendation
of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the
applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (b)
any evolving or then-prevailing market convention for




    	 	- 5 -	 



     


    

determining
a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the
applicable Unadjusted Benchmark Replacement for dollar-denominated syndicated credit facilities at such time;


“Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement and/or any Term Benchmark Loan, any technical,
administrative or operational changes (including changes to the definition of “US Base Rate,” the definition of “Business
Day,” the definition of “US Government Securities Business Day,” the definition of “Interest Period,” timing
and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation
notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters)
that the Agent decides in its reasonable discretion in consultation with the Borrower may be appropriate to reflect the adoption and
implementation of such Benchmark and to permit the administration thereof by the Agent in a manner substantially consistent with market
practice (or, if the Agent decides in its reasonable discretion that adoption of any portion of such market practice is not administratively
feasible or if the Agent determines in its reasonable discretion that no market practice for the administration of such Benchmark exists,
in such other manner of administration as the Agent, in consultation with the Borrower, decides is reasonably necessary in connection
with the administration of this Agreement);


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


(1)
in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public
statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published
component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such
component thereof); or


(2)
in the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the
published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator
of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness will be determined
by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark
(or such component thereof) continues to be provided on such date;


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


(1)
a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used
in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark
(or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor
administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);


(2)
a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof), the Federal Reserve Board, the NYFRB, the CME Term SOFR Administrator, an insolvency official
with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator
for such Benchmark




    	 	- 6 -	 



     


    

(or
such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or
such component), in each case, which states that the administrator of such Benchmark (or such component) has ceased or will cease to
provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the
time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such
Benchmark (or such component thereof); or


(3)
a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no
longer, or as of a specified future date will no longer be, representative.


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


“Benchmark
Unavailability Period” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark
Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced
such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 10.5 and (y) ending at
the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document
in accordance with Section 10.5;


“Beneficial
Ownership Certification” means a certification regarding beneficial ownership or control as required by the Beneficial Ownership
Regulation;


“Beneficial
Ownership Regulation” means 31 C.F.R. § 1010.230;


"Borrower"
means Ovintiv Canada ULC, an unlimited liability corporation continued under the laws of British Columbia and any successor thereto permitted
pursuant to Section 8.2(c);


"Borrower's
Accounts" means, for all payments in Canadian Dollars, account no. 100-994-3, and, for all payments in US Dollars, account
no.  400-284-6, in each case maintained by the Borrower with the Agent at the Agent's Main Branch in Calgary, Alberta, or such other
account or accounts maintained by the Borrower with the Agent as the Borrower may from time to time designate and advise the Agent in
writing;


"Borrowing"
means (i) an advance by way of Prime Loans, (ii) an advance by way of USBR Loans, (iii) an advance by way of Term Benchmark
Loans, (iv) an acceptance of drafts or Depository Bills to become Bankers' Acceptances having the same issuance and maturity dates
(or BA Equivalent Loans made in lieu thereof) or (v) an issuance of any Letter(s) of Credit, in each case made pursuant to a Notice of
Drawdown, Notice of Conversion or Notice of Rollover, or as a result of applying Section 3.4(a), 3.5(g) or 3.7(d);


"Borrowing
Conversion Date" means the date on which the Borrower has elected, pursuant to Section 3.8, or is deemed pursuant to Section 3.4(a)
or 3.5(g) to have elected, to convert a Borrowing (or a portion thereof) to another type of Borrowing;


"Borrowing
Rollover Date" means the date on which the Borrower has elected, pursuant to Section 3.9, (i) to Rollover a Term Benchmark
Loan (or a portion thereof) for a further Interest Period, (ii) to Rollover a Bankers' Acceptance (or a BA Equivalent Loan made
in lieu thereof)




    	 	- 7 -	 



     


    

(or
a portion thereof) to a new Bankers' Acceptance (or a BA Equivalent Loan in lieu thereof), or (iii) to Rollover a Letter of Credit
(or a portion thereof) to a new or extended Letter of Credit;


"Bow
Office Lease" means, collectively and individually, the Headlease, the Sublease and the Encana Indemnity and all amendments,
supplements, renewals, extensions, replacements and restatements of any of the foregoing and any other agreements entered into pursuant
to any of the foregoing relating to The Bow office tower or any properties ancillary thereto. For purposes of this definition, "Headlease"
means, collectively, the lease made as of February 7, 2007 between EDP (as landlord) and Encana Leasehold Limited Partnership ("ELLP")
(as tenant), as assigned by EDP to Centre Street Trust pursuant to an assignment and assumption agreement dated February 8, 2007 between
EDP and Centre Street Trust, as amended pursuant to letter agreements dated December 10, 2007, February 11, 2008, February 14, 2008 and
February 25, 2009 among Centre Street Trust, ELLP and EDP, and as amended by a lease amending agreement made as of April 22, 2009 among,
inter alia, Centre Street Trust and ELLP, as same may be further assigned or amended, restated, superseded, supplemented, extended, replaced
or modified from time to time; "Sublease" means the Sublease with respect to a portion of the premises located in The
Bow entered into between ELLP as sublandlord and the Borrower as subtenant dated November 29, 2009 and effective on or about November
30, 2009, as such sublease may be amended, restated, superseded, supplemented, extended, replaced or modified from time to time; and
"Encana Indemnity" means the indemnity entered into by the Borrower and Encana Developments Partnership ("EDP")
dated February 7, 2007, as assigned by EDP to Centre Street Trust pursuant to an assignment and assumption agreement dated February 8,
2007 between EDP and Centre Street Trust, as same may be amended, restated, superseded, supplemented, extended, replaced or modified
from time to time;


"Branch
of Account" means, with respect to each Lender, the branch or office of such Lender at the address set forth in such Lender's
Administrative Questionnaire provided to the Agent or such other branch or office in Canada as such Lender may from time to time advise
the Borrower and the Agent in writing; provided that, for purposes of delivering any notice required to be delivered by the Agent
to a Lender pursuant to Section 12.8 and for purposes of effecting any payments to a Lender in connection with this Agreement, a
Lender may specify to the Borrower and the Agent in writing any other branch or office of such Lender in Canada, and such branch or office
shall thereafter be the Branch of Account of such Lender for such purpose;


"Business
Day" means a day, excluding Saturday and Sunday, on which Canadian chartered banks are open for business in Calgary, Alberta,
Canada and Toronto, Ontario, Canada and, in respect of any payments in US Dollars, a day on which banking institutions are also open
for business in New York, New York, USA; provided, that, if such matter relates to any determination of the Adjusted Term SOFR
Rate or a Borrowing or payment in respect of Term Benchmark Loans, the term “Business Day” means any day that is also a US
Government Securities Business Day;


"Canadian
Dollars", "Cdn. Dollar" and the symbol "Cdn. $" each mean lawful currency of Canada;


"Capital
Adequacy Guidelines" means the capital adequacy guidelines from time to time issued by the Office of the Superintendent of Financial
Institutions Canada or any other governmental agency or regulatory authority in Canada regulating or having jurisdiction with respect
to any Lender;


"Cash
Coverage Account" means an account maintained by the Agent (i) which bears interest for the Borrower's account at the rates
prevailing at the time of deposit for deposits of similar




    	 	- 8 -	 



     


    

amounts
and for similar terms, (ii) which contains amounts received by the Agent from the Borrower pursuant to Section 3.10(c),
3.10(d), 4.2 or 9.6 and (iii) from which the Borrower shall have no withdrawal rights or other entitlement to such amounts (except
for any accrued interest thereon unless such interest is required to yield the face amount of any Bankers' Acceptances) to the extent
and for so long as such amounts may be required to satisfy any unmatured or contingent obligations or liabilities of the Borrower to
the Agent and the Lenders pursuant to the above sections or are actually used to satisfy any such obligations and liabilities pursuant
to the above sections; and, for the purposes hereof and to the foregoing extent, each such account shall be considered to be the Agent's
or Lender's account and not the Borrower's account;


"CDOR
Discontinuation Date" has the meaning given to it in Section 10.1(b);


"CDOR
One Month Rate" means, on any day, the annual rate of interest determined by the Agent as being the arithmetic average of the
"BA 1 mth" rate per annum applicable to Canadian Dollar bankers' acceptances displayed and identified as such on the "Refinitiv
Screen Canadian Dollar Offered Rate (CDOR) Page" (or any display substituted therefor) as at approximately 10:00 a.m. (Toronto
time) on such day, or if such day is not a Business Day, then on the immediately preceding Business Day (as adjusted by the Agent in
good faith after approximately 10:00 a.m. (Toronto time) to reflect any error in a posted rate or in the posted average annual rate);
provided, however, if such a rate does not appear on the Refinitiv Screen Canadian Dollar Offered Rate (CDOR) Page as contemplated,
then CDOR One Month Rate, on any day, shall be the 30 day discount rate quoted to the Agent by the Schedule I Reference Bank (determined
as of approximately 10:00 a.m. (Toronto time) on such day) which would be applicable in respect of an issue of one month Bankers'
Acceptances accepted by the Schedule I Reference Bank and in an aggregate amount of Cdn. $10,000,000, and issued on such day,
or if such day is not a Business Day, then on the immediately preceding Business Day; provided further that if and for so long
as the long term debt of the Schedule I Reference Bank is assigned a rating of A2 or lower by Moody's, the Borrower shall be entitled
to designate another Lender for the purposes of determination of CDOR One Month Rate pursuant to the preceding proviso and CDOR One Month
Rate shall be the average of (i) the rate determined in the absence of this proviso and (ii) the aforesaid rate, determined with the
designated Lender substituted for the Schedule I Reference Bank; and provided, further, that if the CDOR One Month
Rate would be less than zero on any day, then the CDOR One Month Rate will be deemed to be zero on such day;


"CDOR
Rate" means, on any day, the annual rate of interest determined by the Agent as being the arithmetic average of the annual yield
rates applicable to Canadian Dollar bankers' acceptances having identical issue and comparable maturity dates as the Bankers' Acceptances
proposed to be issued by the Borrower displayed and identified as such on the display referred to as the "Refinitiv Screen Canadian
Dollar Offered Rate (CDOR) Page" (or any display substituted therefor) as at approximately 10:00 a.m. (Toronto time) on such day,
or if such day is not a Business Day, then on the immediately preceding Business Day (as adjusted by the Agent in good faith after approximately
10:00 a.m. (Toronto time) to reflect any error in a posted rate of interest or in the posted average annual rate of interest); provided,
however, if such a rate does not appear on such Refinitiv Screen Canadian Dollar Offered Rate (CDOR) Page, then the CDOR Rate, on any
day, shall be the discount rate quoted to the Agent by the Schedule I Reference Bank (determined as of approximately 10:00 a.m. (Toronto
time) on such day) which would be applicable in respect of an issue of bankers' acceptances accepted by the Schedule I Reference Bank
in a comparable amount and with comparable maturity dates to the Bankers' Acceptances proposed to be issued by the Borrower on such day,
or if such day is not a Business Day, then on the immediately preceding Business Day; provided that if the CDOR Rate would be less than
zero on any day, then the CDOR Rate will be deemed to be zero on such day;




    	 	- 9 -	 



     


    

"Centralized
Banking Arrangements" means any centralized banking arrangements entered into by the Borrower and/or any of its Subsidiaries
with any financial institution in the ordinary course of business for the purpose of obtaining cash management services (which arrangements
may include, without limitation, the pooling and set-off of account balances between accounts belonging to different entities, the provision
of guarantees or indemnities or the assumption of joint and several liabilities by one or more entities in regard to obligations of one
or more other entities, or other similar arrangements);


“Change
in Control” means the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within
the meaning of the Securities Exchange Act of 1934 and the rules of the US Securities and Exchange Commission thereunder in effect on
the date hereof), of Voting Shares representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding
Voting Shares of the Guarantor;


“CME
Term SOFR Administrator” means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured
Overnight Financing Rate (SOFR) (or a successor administrator);


"Code"
means the United States Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated
thereunder from time to time;


"Commitment"
means, in relation to a Lender, such Lender's Syndicated Commitment or Fronting Bank Commitment, as the context may require;


"Common
Equity Securities" means the securities of a Person which are entitled to share without limitation in a distribution of the
assets of such Person upon any liquidation, dissolution or winding-up of such Person;


"Compliance
Certificate" means a compliance certificate substantially in the form attached hereto as Schedule "F" executed
by any Senior Financial Officer;


“Consolidated”
refers to the consolidation of accounts in accordance with GAAP;


"Consolidated
Assets" means the aggregate amount of assets of the Guarantor as set forth in the Guarantor's most recent Consolidated financial
statements prepared in accordance with GAAP;


"Consolidated
Capitalization" means, at the end of a Fiscal Quarter, and as determined on a Consolidated basis in accordance with GAAP, the
aggregate of:


	 	(i)	Consolidated Net Worth;
                           and
	 	 	 
		(ii)	Consolidated
                                            Debt;



"Consolidated
Debt" means, at the end of a Fiscal Quarter and as determined on a Consolidated basis in accordance with GAAP, all Financing
Debt of the Guarantor at such time but excluding any Financing Debt referred to in the proviso to the definition of Consolidated Debt
to Consolidated Capitalization Ratio;


"Consolidated
Debt to Consolidated Capitalization Ratio" means, at the end of a Fiscal Quarter, the ratio of Consolidated Debt at such date
to Consolidated Capitalization at such date; provided that, for the purposes of calculating such ratio, Consolidated Debt shall
exclude:




    	 	- 10 -	 



     


    

		(i)	any
                                            Financing Debt where the Guarantor or a Subsidiary has irrevocably deposited with the proper
                                            depository in trust the necessary cash or marketable debt instruments for the defeasance,
                                            redemption or satisfaction of such Financing Debt prior to its scheduled maturity date in
                                            accordance with the provisions of the indenture, agreement or other instrument governing
                                            such Financing Debt (and such deposits shall be excluded in any calculation of the Consolidated
                                            Tangible Assets); and



		(ii)	any
                                            new Financing Debt borrowed or issued for the purpose of repaying or satisfying any existing
                                            Financing Debt prior to its maturity date provided that (A) such existing Financing Debt
                                            matures within 12 months of the date on which the new Financing Debt is borrowed or issued,
                                            (B) such new Financing Debt will only be excluded to the extent it is deposited into a segregated
                                            account of the Guarantor or the applicable Subsidiary (as certified by the President or a
                                            Senior Financial Officer of the Guarantor or the Borrower in an officer's certificate delivered
                                            to the Agent promptly after such deposit) and (C) such deposits shall be excluded in any
                                            calculation of Consolidated Tangible Assets. Any such deposit and the Guarantor’s or
                                            the applicable Subsidiary's, as the case may be, intention to repay such existing Financing
                                            Debt with such deposit shall be confirmed in each regularly scheduled Compliance Certificate
                                            which is delivered prior to repayment of such existing Financing Debt;



"Consolidated
Net Tangible Assets" means the total amount of assets of the Guarantor on a Consolidated basis (less applicable reserves and
other properly deductible items) after deducting therefrom:


(a)       all
current liabilities (excluding any Indebtedness classified as a current liability and any current liabilities which are by their terms
extendible or renewable at the option of the obligor thereon to a time more than 12 months after the time as of which the amount thereof
is being computed);


(b)       all
goodwill, trade names, trademarks, patents and other like intangibles; and


(c)       appropriate
adjustments on account of minority interests of other Persons holding shares of the Subsidiaries of the Guarantor,


and
adding back the non-cash ceiling test impairments and other changes in aggregate of $11,251,000,000 as at December 31, 2011 as a consequence
of Encana’s adoption of US GAAP, in each case, as shown on the most recent annual audited or quarterly unaudited Consolidated balance
sheet of the Guarantor computed in accordance with GAAP;


"Consolidated
Net Worth" means, at the end of a Fiscal Quarter and as determined in accordance with GAAP on a Consolidated basis for the Guarantor,
the consolidated shareholders' equity as shown on the Consolidated balance sheet of the Guarantor (including, for certainty, to the extent
included as shareholders' equity on such balance sheet, preferred securities and minority interests, but excluding all amounts included
in shareholders' equity attributable to Non-Recourse Assets and without giving effect to the non-cash ceiling test impairments and other
changes in aggregate of US$ 7,746,000,000 as at December 31, 2011 as a consequence of Encana's adoption of US GAAP);


"Consolidated
Tangible Assets" means, at the end of a Fiscal Quarter and as determined in accordance with GAAP on a Consolidated basis for
the Guarantor, the total assets of the Guarantor shown on the Consolidated balance sheet of the Guarantor ((i) excluding goodwill, trademarks,
copyrights and other similar intangible assets; (ii) excluding Non-Recourse Assets; and (iii) without giving effect to the non-cash ceiling
test impairments and other changes in aggregate of US$10,585,000,000 as at December 31, 2011 as a consequence of




    	 	- 11 -	 



     


    

Encana's
adoption of US GAAP); provided that Consolidated Tangible Assets shall not include any deposits referred to in either (A) or (B)
of the proviso to the definition of Consolidated Debt to Consolidated Capitalization Ratio;


"Conversion"
means a conversion or deemed conversion of one type of Borrowing or a portion thereof into another type of Borrowing in accordance with
the provisions of this Agreement;


“Corresponding
Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment
period having approximately the same length (disregarding business day adjustment) as such Available Tenor;


"Credit
Facility" means the credit facility established pursuant to Section 3.1;


“Daily
Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal SOFR for the day that is five
(5) US Government Securities Business Days prior to (i) if such SOFR Rate Day is a US Government Securities Business Day, such SOFR Rate
Day or (ii) if such SOFR Rate Day is not a US Government Securities Business Day, the US Government Securities Business Day immediately
preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website.
Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR
without notice to the Borrower;


"Debt
Ratings" means the ratings that have been most recently announced by S&P, Moody’s and Fitch (or, as applicable under
Section 1.8, a Substitute Rating Entity) for any class of senior unsecured non-convertible publicly-held long term debt of the Guarantor;


"Default"
means any event or circumstance which, with the giving of notice, lapse of time (or both) or the fulfillment of any other event or condition
(including, for certainty and as applicable, the making of a Borrowing) would become an Event of Default;


"Defaulting
Lender" means any Lender, as reasonably determined by the Agent:


		(i)	that
                                            has failed to fund any payment or its portion of any Borrowings required to be made by it
                                            hereunder or to purchase or fund any participation required to be purchased or funded by
                                            it hereunder in each case within one (1) Business Day after the date that such funding was
                                            required hereunder;



		(ii)	that
                                            has notified the 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;



		(iii)	that
                                            has failed, within three (3) Business Days after request by the Agent or the Borrower, to
                                            confirm that it will comply with the terms of this Agreement relating to its obligations
                                            to fund prospective Borrowings including participations in then outstanding Letters of Credit;



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



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





    	 	- 12 -	 



     


    

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



		(vii)	that
                                            becomes, or its Lender Parent has become, the subject of a Bail-In Action;



"Depository
Bill" has the meaning ascribed thereto in the Depository Bills and Notes Act (Canada);


"Direct
Credit Substitutes" has the meaning contemplated within the Capital Adequacy Guidelines;


"Director"
means a director of the Guarantor for the time being and "Directors" or "Board of Directors" means
the board of directors of the Guarantor or, if duly constituted and whenever duly empowered, the executive committee of the board of
directors of the Guarantor for the time being, and reference to action by the Directors means action by the Directors of the Guarantor
as a board or action by the said executive committee as such committee;


"Discount
Proceeds" means the net cash proceeds to the Borrower from the sale of Bankers' Acceptances at the applicable Discount Rate,
before deduction or payment of stamping fees to be paid to the Lenders pursuant to Section 5.4;


"Discount
Rate" means:


		(i)	with
                                            respect to an issue of Bankers' Acceptances accepted by a Lender that is a Schedule I
                                            Bank:



		(A)	in
                                            the case of a standard term of one (1) month, two (2) months or three (3) months, the annual
                                            rate of interest determined by the Agent as being the arithmetic average of the yield rates
                                            per annum (calculated on a year of 365 days) applicable to Canadian Dollar bankers' acceptances
                                            having identical issue and comparable maturity dates as the Bankers' Acceptances proposed
                                            to be issued by the Borrower, displayed and identified as such on the "Refinitiv Screen
                                            Canadian Dollar Offered Rate (CDOR) Page" (or any display substituted therefor) as at
                                            approximately 10:00 a.m. (Toronto time) on such day, or if such day is not a Business
                                            Day, then on the immediately preceding Business Day (as adjusted by the Agent in good faith
                                            after approximately 10:00 a.m. (Toronto time) to reflect any error in a posted rate
                                            of interest or in the posted average annual rate of interest); provided, however,
                                            if such rates do not appear on such Refinitiv Screen Canadian Dollar Offered Rate (CDOR)
                                            Page as contemplated, then the Discount Rate for purposes of this paragraph (i), on any day,
                                            shall be the discount rate quoted to the Agent by the Schedule I Reference Bank (determined
                                            as of approximately 10:00 a.m. (Toronto time) on such day) which would be applicable
                                            in respect of an issue of Canadian Dollar bankers' acceptances accepted by the Schedule I
                                            Reference Bank having comparable face values and identical issue and comparable maturity
                                            dates as the Bankers' Acceptances proposed to be issued by the Borrower, and issued on such
                                            day, or if such day is not a Business Day, then on the immediately preceding Business Day;
                                            provided further that if and for so long as the long term debt of the Schedule I
                                            Reference Bank is assigned a rating of A2 or lower by Moody's, the Borrower shall be entitled
                                            to designate another Lender for the purposes of the determination of Discount Rate pursuant
                                            to the preceding proviso and the Discount Rate for purposes of this paragraph (i) shall be
                                            the average of (A) the rate determined in the absence of the proviso and (B) the aforesaid
                                            rate,





    	 	- 13 -	 



     


    




	 	 	determined with
                              the designated Lender substituted for the Schedule I Reference Bank; and
	 	 	 
		(B)	in
                                            the case of any other term:






	 	(1)	if such term is less
                            than one (1) month, such rate of interest as may be determined by the Agent (acting reasonably); and
	 	 	 
		(2)	if
                                            such term is greater than one (1) month, such rate of interest as may be determined by the
                                            Agent (acting reasonably) in accordance with its customary practices by interpolating between
                                            the rates of interest determined in accordance with subparagraph (A) above for the immediately
                                            shorter and immediately longer standard terms; and



		(ii)	with
                                            respect to an issue of Bankers' Acceptances accepted by a Lender that is a Schedule II
                                            Bank or a Schedule III Bank, the lesser of:



		(A)	the
                                            arithmetic average of the yield rates per annum (calculated on a year of 365 days) quoted
                                            to the Agent by the Schedule II/III Reference Banks (determined as of approximately
                                            10:00 a.m. (Toronto time) on the date of determination), which rates would be applicable
                                            in respect of the purchase by the Schedule II/III Reference Banks of Canadian Dollar
                                            bankers' acceptances accepted by the Schedule II/III Reference Banks having comparable
                                            face values and identical issue dates and comparable maturity dates as the Bankers' Acceptances
                                            proposed to be issued by the Borrower, and issued on such day, or if such day is not a Business
                                            Day, then on the immediately preceding Business Day; and



		(B)	the
                                            sum of the Discount Rate, determined in accordance with paragraph (i) above, and 10 bps per
                                            annum;



provided
that if the Discount Rate as determined above is less than zero on any day, then the Discount Rate shall be deemed to be zero on
such day;


"Drawdown"
means an advance or deemed advance of funds or other extension of credit in accordance with the provisions of this Agreement, and for
certainty includes the issuance of a Letter of Credit but does not include a Conversion or a Rollover;


"Drawdown
Date" means a Business Day, at the expiration of the notice period specified pursuant to Section 3.3, on which the Borrower
obtains a Drawdown;


“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 Lender 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 clause (a) or (b) of this definition and is subject to consolidated supervision with its Lender Parent;


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




    	 	- 14 -	 



     


    

“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 on which all conditions in Section 7.1 are satisfied or waived by the Lenders;


"Encana"
means Encana Corporation, as predecessor to the Borrower;


“Environmental
Action” means any action, suit, demand, demand letter, claim, notice of non-compliance or violation, notice of liability,
proceeding, consent order or consent agreement relating in any way to any Environmental Law, Environmental Permit or Hazardous Material
or arising from alleged injury or threat of injury to health, safety or the environment, including, without limitation, (a) by any
Governmental/Judicial Body for enforcement, cleanup, removal, response, remedial or other similar actions or damages and (b) by
any Governmental/Judicial Body or any third party for damages, contribution, indemnification, cost recovery, compensation or injunctive
relief;


“Environmental
Law” means any applicable federal, state, local or foreign statute, law, ordinance, rule, regulation, code, order, judgment,
decree or judicial or agency interpretation, policy or guidance having the force or effect of law relating to pollution or protection
of the environment, health, safety or natural resources, including, without limitation, those relating to the use, handling, transportation,
treatment, storage, disposal, release or discharge of Hazardous Materials;


“Environmental
Permit” means any permit, approval, identification number, license or other authorization required under any Environmental
Law;


"Equivalent
Amount" in one currency (the “First Currency”) of an amount in another currency (the “Other Currency”)
means, as of the date of determination, the amount of the First Currency which would be required to purchase such amount of the Other
Currency at the average exchange rate quoted by the Bank of Canada at approximately the close of business on the Business Day that such
determination is required to be made (or, if such determination is required to be made before close of business on such Business Day,
then at approximately close of business on the immediately preceding Business Day); provided that, in either case, if no such
rate is quoted, it shall mean the spot rate of exchange for wholesale transactions quoted by the Agent at approximately noon (Toronto
time) on such date of determination in accordance with its normal practice or, if such date of determination is not a Business Day, on
the Business Day immediately preceding such date of determination;


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings
issued thereunder;


“ERISA
Affiliate” means any Person that for purposes of Title IV of ERISA is a member of the controlled group of the Guarantor,
or under common control with the Guarantor, within the meaning of Section 414(b), (c), (m) and (o) of the Code;


“ERISA
Event” means (a) the occurrence of a reportable event, within the meaning of Section 4043 of ERISA, with respect
to any Plan unless the 30-day notice requirement with respect to such event has been waived by the PBGC; (b) the application
for a minimum funding waiver under Section 412(c) of the Code with respect to a Plan; (c) the provision by the administrator
of any Plan of a notice of intent to terminate such Plan in a distress termination pursuant to Section 4041(a)(2) of ERISA (including
any such notice of a distress termination with respect to a plan amendment referred to in Section 4041(e) of ERISA); (d) the
cessation of




    	 	- 15 -	 



     


    

operations
at a facility of the Borrower or any ERISA Affiliate in the circumstances described in Section 4062(e) of ERISA; (e) the withdrawal
by the Borrower or any ERISA Affiliate from a Multiple Employer Plan during a plan year for which it was a substantial employer, as defined
in Section 4001(a)(2) of ERISA; (f) the conditions for the imposition of a Lien under Section 303(k) of ERISA shall have
been met with respect to any Plan; or (g) the institution by the PBGC of proceedings to terminate a Plan pursuant to Section 4042
of ERISA, or the occurrence of any event or condition described in Section 4042 of ERISA that is reasonably expected to result in
the termination of, or the appointment of a trustee to administer, a Plan;


“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" means any of the occurrences referred to in Section 9.1 if, at the time of, or during the continuance of any
such occurrence, a Borrowing is outstanding;


"Excluded
Taxes" means:


		(i)	all
                                            taxes on, based on, measured by or with respect to the Agent's or a Lender's net or gross
                                            income, gains, capital, receipts, franchises, excess profits or conduct of business (unless
                                            such taxes are in lieu of any Taxes the Borrower or a Guarantor Subsidiary would otherwise
                                            be required to pay hereunder) that are taxes imposed in a jurisdiction or any political subdivision
                                            thereof as a consequence of the Agent or applicable Lender carrying on a trade or business
                                            or having a permanent establishment in that jurisdiction or otherwise being organized under
                                            the laws of or being a resident in that jurisdiction;



		(ii)	all
                                            U.S. federal withholding Taxes imposed under FATCA, and any Taxes or penalties arising from
                                            a Lender's failure to properly comply with such Lender's obligations imposed under the Canada-United
                                            States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or the
                                            similar provisions of legislation of any other jurisdiction that has entered into an agreement
                                            with the United States of America to provide for the implementation of FATCA-based reporting
                                            in that jurisdiction; and



		(iii)	any
                                            Taxes imposed on a payment or deemed payment by reason of the recipient not dealing at arm's
                                            length (within the meaning of the Income Tax Act (Canada)) with the Borrower or being
                                            a "specified shareholder" of the Borrower (within the meaning of subsection 18(5)
                                            of the Income Tax Act (Canada)) at the time of payment or deemed payment, or by reason
                                            of such recipient not dealing at arm’s length (within the meaning of the Income
                                            Tax Act (Canada)) with the Borrower or a “specified shareholder” of the Borrower
                                            at the time of payment or deemed payment;



"Existing
Credit Agreement" means the restated credit agreement dated as of January 27, 2020 among Ovintiv Canada ULC as “Borrower”,
Ovintiv Inc. as “Guarantor”, the Existing Lenders and the Agent, as amended prior to the Effective Date;


"Existing
Lenders" means those financial and other institutions which are parties as "Lenders" to the Existing Credit Agreement;


"Extension
Date" has the meaning ascribed to that term in Section 3.12(a);


"Facilities"
means any drilling equipment, production equipment and platforms or mining equipment; pipelines, pumping stations and other pipeline
facilities; terminals, warehouses and storage facilities; bulk plants; production, separation, dehydration, extraction, treating and




    	 	- 16 -	 



     


    

processing
facilities; gasification or natural gas liquefying facilities, flares, stacks and burning towers; floatation mills, crushers and ore
handling facilities; tank cars, tankers, barges, ships, trucks, automobiles, airplanes and other marine, automotive, aeronautical and
other similar moveable facilities or equipment; computer systems and associated programs or office equipment; roads, airports, docks
(including drydocks); reservoirs and waste disposal facilities; sewers; generating plants (including power plants) and electric lines;
telephone and telegraph lines, radio and other communications facilities; townsites, housing facilities, recreation halls, stores and
other related facilities; and similar facilities and equipment of or associated with any of the foregoing;


"FATCA"
means Sections 1471 through 1474 of the Code, as of the Effective Date (or any amended or successor version that is substantively comparable
and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements
entered into pursuant to Section 1471(b)(1) of the Code or any fiscal or regulatory legislation, rules or practices adopted pursuant
to any intergovernmental agreement, treaty or convention entered into in connection with the implementation of such Sections of the Code;


"Fed
Funds Rate" means, for any day, the rate per annum calculated by the NYFRB, based on such day’s federal funds transactions
by depositary institutions, as determined in such manner as the NYFRB shall set forth on its public website from time to time and as
published on the next succeeding Business Day by the NYFRB as the federal funds effective rate, provided that if the Fed Funds
Rate would be less than zero on any day, then the Fed Funds Rate shall be deemed to be zero on such day;


“Federal
Reserve Board” means the Board of Governors of the Federal Reserve System of the United States of America;


"Finance
Co." means Encana Holdings Finance Corp., an unlimited liability company incorporated under the laws of Nova Scotia, and any
successor thereto;


"Finance
Lease" means, at any time, any finance lease or other arrangement providing for the right of the lessee thereunder to use property,
real or personal, moveable or immovable (whether or not such lease or other arrangement is intended as security), and in respect of which
the present value of the minimum rental commitment or other amounts payable by the lessee thereunder would, in accordance with GAAP,
be accounted for as a finance lease on a balance sheet of the lessee thereunder; provided that any real property leases (including
the Bow Office Lease) and any other leases (whether entered into before or after December 31, 2021) that are or would be characterized
as operating leases under GAAP as at December 31, 2021 shall be deemed to be operating leases and shall be excluded from this definition;


"Financial
Instrument Obligations" means obligations arising under:


		(i)	interest
                                            rate swap agreements, forward rate agreements, floor, cap or collar agreements, futures or
                                            options, insurance or other similar agreements or arrangements, or any combination thereof,
                                            entered into by a Person relating to interest rates or pursuant to which the price, value
                                            or amount payable thereunder is dependent or based upon interest rates in effect from time
                                            to time or fluctuations in interest rates occurring from time to time (but, for certainty,
                                            excluding conventional floating rate debt);



		(ii)	currency
                                            swap agreements, cross-currency agreements, forward agreements, floor, cap or collar agreements,
                                            futures or options, insurance or other similar agreements or arrangements, or any combination
                                            thereof, entered into by a Person relating to currency exchange rates or pursuant to which
                                            the price, value or amount payable





    	 	- 17 -	 



     


    




	 	 	thereunder is dependent
                              or based upon currency exchange rates in effect from time to time or fluctuations in currency exchange
                              rates occurring from time to time; and
	 	 	 
		(iii)	commodity
                                            swap or hedging agreements, floor, cap or collar agreements, commodity futures or options
                                            or other similar agreements or arrangements, or any combination thereof, entered into by
                                            a Person relating to one or more commodities or pursuant to which the price, value or amount
                                            payable thereunder is dependent or based upon the price of one or more commodities in effect
                                            from time to time or fluctuations in the price of one or more commodities occurring from
                                            time to time;



"Financing
Debt" means, with respect to any Person and at any time, all indebtedness for borrowed money of such Person at such time and
specifically includes (without duplication):


		(i)	indebtedness
                                            of such Person arising pursuant to bankers' acceptance facilities, note purchase facilities
                                            and commercial paper programs;



		(ii)	indebtedness
                                            of such Person for borrowed money evidenced by and owed under a bond, note, debenture or
                                            similar instrument;



		(iii)	all
                                            indebtedness of such Person representing the deferred purchase price of any property which,
                                            in accordance with its terms is, or after giving effect to any renewal or extension provisions
                                            of such arrangements may be, payable by such Person more than 12 months after the date of
                                            acquisition;



		(iv)	the
                                            amounts under Finance Leases under which such Person is the lessee which, in accordance with
                                            GAAP, are capitalized on the balance sheet of such Person;



		(v)	indebtedness
                                            of such Person arising pursuant to letters of credit or letters of guarantee securing or
                                            supporting any indebtedness referred to in the foregoing parts of this definition and in
                                            paragraph (vi) of this definition; and



		(vi)	(y)
                                            obligations of such Person under guarantees, indemnities or other contingent obligations
                                            securing or supporting any indebtedness or other obligations of any other Person referred
                                            to in the foregoing parts of this definition, and (z) all other obligations of such
                                            Person incurred for the purpose of or having the effect of providing financial assistance
                                            to another Person to secure or support any indebtedness or other obligations of any other
                                            Person referred to in the foregoing parts of this definition, including endorsements with
                                            recourse of bills of exchange constituting or evidencing any such indebtedness or obligations
                                            (other than for collection or deposit in the ordinary course of business);



provided
that Financing Debt of a Person shall not include (A) any Non-Recourse Debt of such Person, (B) indebtedness under any real property
leases (including the Bow Office Lease) and any other leases (whether entered into before or after December 31, 2021) that are or would
be characterized as operating leases under GAAP as at December 31, 2021 and (C) where such Person is a Wholly-Owned Subsidiary, any of
the foregoing which is owed to the Guarantor, the Borrower or another Wholly-Owned Subsidiary or owed by the Guarantor or the Borrower
to a Wholly-Owned Subsidiary;


"Fiscal
Quarter" means the first three (3) months of a Fiscal Year, and each successive period of three (3) months in such Fiscal Year;




    	 	- 18 -	 



     


    

"Fiscal
Year" means the fiscal year as adopted by the Guarantor from time to time and which is currently the one year period commencing
on January 1 of each year and ending on December 31 of such year;


“Fitch”
means Fitch Ratings Inc., its Affiliates and their respective successors;


“Floor”
means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification,
amendment or renewal of this Agreement or otherwise) with respect to the Adjusted Term SOFR Rate. For the avoidance of doubt the initial
Floor for each of Adjusted Term SOFR Rate shall be 0.00%;


"Fronting
Bank Commitment" means, in relation to a Fronting Bank, the amount set forth opposite such Fronting Bank's name in the second
column on Schedule "J" from time to time, as such Fronting Bank Commitment may hereafter be increased, cancelled, reduced
or terminated from time to time pursuant to this Agreement;


"Fronting
Banks" means, from time to time, any Lenders selected by the Borrower and the Agent which have agreed to act as a fronting bank
to issue Letters of Credit up to their respective Fronting Bank Commitments; provided that with respect to any particular Letter
of Credit issued hereunder, "Fronting Bank" shall mean the Lender which issued that Letter of Credit;


"GAAP"
means, with respect to any Person at any time, generally accepted accounting principles in the United States of America which are in
effect from time to time, unless such Person’s most recent audited annual or unaudited interim financial statements are not prepared
in accordance with generally accepted accounting principles in the United States, in which case GAAP shall mean generally accepted accounting
principles in Canada in effect from time to time;


"Governmental/Judicial
Body" means:


		(i)	any
                                            government, parliament or legislature, any regulatory or administrative authority, agency,
                                            commission or board (including any board having jurisdiction in respect of pipelines or the
                                            oil and gas industry generally) and any other statute, rule or regulation making entity having
                                            jurisdiction in the relevant circumstances;



		(ii)	any
                                            Person to whom a government, parliament or legislature, any regulatory or administrative
                                            authority, agency, commission or board or any other statute, rule or regulation making entity
                                            referred to in paragraph (i) has delegated power or authority under a statute, rule or regulation
                                            thereof; and



		(iii)	any
                                            judicial, administrative or arbitral court, authority, tribunal or commission having jurisdiction
                                            in the relevant circumstances;



"Guarantor"
means Ovintiv Inc., a corporation incorporated under the laws of the State of Delaware and any successor thereto, in its capacity as
covenantor and guarantor under this Agreement;


"Guarantor
Subsidiary" means, at any time, a Subsidiary which is then guaranteeing the Obligations pursuant to a guarantee in a form acceptable
to the Agent (acting reasonably);


“Hazardous
Material” means any waste, material or substance that is defined as hazardous in or pursuant to any Environmental Law or which
is subject to regulation or control pursuant thereto;




    	 	- 19 -	 



     


    

"Indebtedness"
means indebtedness created, issued or assumed for borrowed funds, or for the unpaid purchase price of property of the Guarantor or a
Restricted Subsidiary, and includes such indebtedness guaranteed by the Guarantor or a Restricted Subsidiary;


"Interest
Date" means, in respect of Borrowings by way of Prime Loans and USBR Loans, the first Business Day of each Fiscal Quarter;


“Interest
Period” means, in respect of a Borrowing by way of a Term Benchmark Loan, a period of one, three or six months (in each case,
subject to the market availability thereof), with respect to such Term Benchmark Loan, selected by the Borrower upon giving to the Agent
a Notice of Drawdown or Notice of Conversion, as applicable; provided that (i) the Interest Period shall commence on the date of a Drawdown
of or a Conversion to a Term Benchmark Loan and, in the case of immediately successive Interest Periods, each successive Interest Period
shall commence on the date on which the next preceding Interest Period expires; (ii) if any Interest Period would otherwise expire on
a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day; provided, that if any Interest
Period with respect to a Term Benchmark Loan would otherwise expire on a day that is not a Business Day but is a day of the month after
which no further Business Day occurs in such month, such Interest Period shall expire on the next preceding Business Day; (iii) any Interest
Period with respect to a Term Benchmark Loan that begins on the last Business Day of a calendar month (or on a day for which there is
not numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the
relevant calendar month at the end of such Interest Period; (iv) no Interest Period shall extend beyond the Maturity Date; and (v) no
tenor that has been removed from this definition pursuant to Section 10.5(d) shall be available for specification in such Notice of Drawdown,
Notice of Conversion or interest election;


"Investment
Grade" means a Debt Rating from at least two Rating Agencies of not lower than BBB- from S&P, Baa3 from Moody's and BBB-
from Fitch (or, if applicable, an equivalent Debt Rating from a Substitute Rating Entity);


"LC
Draft" means any draft, bill of exchange, receipt, acceptance, demand or other request for payment presented to a bank as provided
in a Letter of Credit;


“Lead
Arrangers” means RBC Capital Markets, JPMorgan Chase Bank, N.A., Toronto Branch, Canadian Imperial Bank of Commerce, TD Securities,
Citibank, N.A., Canadian Branch, BMO Capital Markets and The Bank of Nova Scotia;


"Lender
Distress Event" means, in respect of a given Lender, such Lender or its Lender Parent is subject to a forced liquidation, merger,
sale or other change of control supported in whole or in part by guarantees or other support (including, without limitation, the nationalization
or assumption of ownership or operating control by the Government of the United States, Canada or any other Governmental/Judicial Body)
or is otherwise adjudicated as, or determined by any Governmental/Judicial Body having regulatory authority over such Lender or Lender
Parent or their respective assets to be, insolvent or bankrupt or deficient in meeting any capital adequacy or liquidity standard of
any such Governmental/Judicial Body; provided that a Lender shall not become a Defaulting Lender solely as the result of the acquisition
or maintenance of an ownership interest in such Lender or its Lender Parent (including the exercise of control over such Lender or its
Lender Parent through such ownership interest) by a Governmental/Judicial Body or an instrumentality thereof;


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




    	 	- 20 -	 



     


    




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



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



		(iv)	(A)
                                            institutes, or has instituted against it by a regulator, supervisor or any similar Governmental/Judicial
                                            Body 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, (x)
                                            a proceeding pursuant to which such Governmental/Judicial Body takes control of such Lender’s
                                            or Lender Parent’s assets, (y) 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 (z) a petition is presented for its winding-up or liquidation
                                            by it or such regulator, supervisor or similar Governmental/Judicial Body; or (B) 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 (A)
                                            above and either (x) 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 (y) is
                                            not dismissed, discharged, stayed or restrained in each case within fifteen (15) days of
                                            the institution or presentation thereof;



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



		(vi)	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;



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



		(viii)	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 (i) to (vii) above,
                                            inclusive; or



		(ix)	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;


"Lender's
Proportion" means, at any time and from time to time with respect to each Lender:




    	 	- 21 -	 



     


    

		(i)	if
                                            there has been delivered an Acceleration Notice, or during the continuance of an Event of
                                            Default specified in Section 9.1(b) or 9.1(c), in each such case at a time during which
                                            there are Outstandings, the proportion that the amount of such Lender's Outstandings at such
                                            time bears to the amount of the total Outstandings of all Lenders at such time; and



		(ii)	at
                                            any other time, the proportion that the amount of such Lender's Syndicated Commitment at
                                            such time bears to the Total Syndicated Commitment;



"Lenders"
means each of the financial and other institutions named on Schedule "J" hereto as a Lender which has executed this Agreement
or, as a Permitted Assignee, an agreement substantially in the form of Schedule "I", and includes Royal in its capacity
as a Lender, but excludes any such financial or other institution, the Commitment of which has been reduced to zero, and also excludes
the Agent in its capacity as the Agent; and "Lender" means any one of such Lenders, as applicable;


"Letter
of Credit" means a performance, standby or documentary letter of credit issued by the Fronting Bank at the request of the Borrower
pursuant to Section 3.7;


“Lien”
means any lien, security interest, mortgage, hypothecation or other charge or encumbrance of any kind;


"Loan
Documents" means this Agreement (including Schedules "H" and "J"), the letter agreements referred to
in Sections 3.7(g) and 5.9 and, when executed and delivered, Schedules "A", "B", "C", "D", "E",
"F" and "I";


"Loan
Indebtedness" means the aggregate, at any time, of:


	 	(i)	all Outstandings;
                           and
	 	 	 
		(ii)	all
                                            interest, fees and other amounts payable by the Borrower hereunder or under the other Loan
                                            Documents,



but,
for certainty, shall not include contingent obligations under the Loan Documents not then due or owing, including such obligations under
indemnities contained therein;


"Loans"
means Prime Loans, USBR Loans and Term Benchmark Loans;


"Majority
Lenders" means any Lender or group of Lenders having Lender's Proportions, in aggregate, of 50.1% or more;


“Margin
Stock” has the meaning specified in Regulation U of the Board of Governors of the Federal Reserve Board, as in effect from
time to time;


"Material
Adverse Effect" means any act, event or condition that has a material adverse effect on (i) the consolidated financial condition
and operations of the Guarantor and its Subsidiaries, taken as a whole, (ii) the ability of the Guarantor to pay any amounts owing from
time to time under this Agreement or (iii) the validity or enforceability of this Agreement, provided that in no event shall fluctuations
in commodity prices for oil and/or natural gas be regarded as an act, event or condition that in and of itself has a Material Adverse
Effect;


"Material
Subsidiary" means from time to time (i) the Borrower, (ii) any other Subsidiary of the Guarantor which, on a Consolidated basis
for such Subsidiary and its Subsidiaries, has assets which have a value, as reflected on the Consolidated balance sheet of the Guarantor




    	 	- 22 -	 



     


    

most
recently delivered to the Lenders hereunder, in excess of 10% of the value of the Consolidated Assets of the Guarantor as reflected therein
(without giving effect to the non-cash ceiling test impairments and other changes as at December 31, 2011 as a consequence of Encana's
adoption of US GAAP) and (iii) any other Subsidiary so designated by the Borrower;


"Maturity
Date" means, with respect to a Commitment, July 15, 2026, as such date may, from time to time, be extended pursuant to Section 3.12
in respect of such Commitment;


"Moody's"
means Moody's Investors Service, Inc., its Affiliates and their respective successors;


“Multiemployer
Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which the Guarantor or any ERISA Affiliate
is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation
to make contributions;


“Multiple
Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for
employees of the Guarantor or any ERISA Affiliate and at least one Person other than the Guarantor and the ERISA Affiliates or (b) was
so maintained and in respect of which the Guarantor or any ERISA Affiliate could have liability under Section 4064 or 4069 of ERISA
in the event such plan has been or were to be terminated;


"Non-Acceptance
Discount Rate" means, for any day, the simple average of the Discount Rate in paragraph (i) of the definition of Discount Rate
and the Discount Rate in paragraph (ii) of such definition;


"Non-Acceptance
Lender" means a Lender which does not accept bankers’ acceptances in the ordinary course of its business;


"Non-Defaulting
Lender" means a Lender that is not a Defaulting Lender;


"Non-Guarantor
Subsidiary" means, at any time, a Subsidiary which is not then a Guarantor Subsidiary;


"Non-Recourse
Assets" means the Guarantor’s proportion (determined on a Consolidated basis in accordance with GAAP) of assets owned
directly or indirectly by the Guarantor or any Subsidiary which meet all of the following conditions: (i) the assets represent a specific
Project, whether alone or in association with others, (ii) debt for borrowed money is owed to one or more Non-Recourse Creditor(s), was
incurred for the purpose of financing the costs of such Project and the recourse of such creditors in relation to such debt is limited
to the assets of such Project (including equity interests and investments in any Non-Recourse Subsidiary), and (iii) neither the
Guarantor nor any Subsidiary is liable or has issued a guarantee in respect of any such debt, other than any such debt or any such guarantee
in respect of which the recourse thereunder is limited to the assets of such Project (including equity interests and investments in any
Non-Recourse Subsidiary); provided that upon all such debt to all such creditors in respect of any such assets being repaid, such
assets shall then cease to be Non-Recourse Assets;


"Non-Recourse
Creditor" means an arm's length creditor whose recourse is limited to Non-Recourse Assets, to the exclusion of any and all other
recourse, whether directly or indirectly, by way of guarantees or otherwise, against the Guarantor or any Subsidiary in respect of any
such debt or liability referred to in the definition of Non-Recourse Assets except for non-recourse guarantees and/or non-recourse pledges
which are limited in recourse to equity interests and investments in any Non-Recourse Subsidiary;




    	 	- 23 -	 



     


    

"Non-Recourse
Debt" means debt incurred for the purpose of financing the costs of a specific Project and due or otherwise owing to a Non-Recourse
Creditor;


"Non-Recourse
Subsidiary" means a Subsidiary whose material assets are Non-Recourse Assets;


"Notice
of Conversion" means a notice substantially in the form of Schedule "C" to this Agreement, duly completed with
all information necessary to effect a Conversion, given or to be given by the Borrower to the Agent pursuant to this Agreement;


"Notice
of Drawdown" means a notice substantially in the form of Schedule "A" or, in the case of a Drawdown by way of
Bankers' Acceptances (or BA Equivalent Loans in lieu thereof), Schedule "B" to this Agreement, duly completed with all
information necessary to effect a Drawdown, given or to be given by the Borrower to the Agent pursuant to this Agreement;


"Notice
of Extension" means a written notice by the Agent, on behalf of some or all of the Lenders for a period of not more than five
(5) years from the Extension Date, to the Borrower pursuant to Section 3.12 extending the then current Maturity Date in respect
of the Commitments of such Lenders;


"Notice
of Rollover" means a notice substantially in the form of Schedule "D" to this Agreement, duly completed with
all information necessary to effect a Rollover, given or to be given by the Borrower to the Agent pursuant to this Agreement;


“NYFRB”
means Federal Reserve Bank of New York;


“NYFRB
Rate” means, for any day, the greater of (a) the Fed Funds Rate in effect on such day and (b) the Overnight Bank Funding Rate
in effect on such day; provided, that if any of the aforesaid rates shall be less than zero, such rate shall be deemed to zero
for the purposes of calculating such rate;


"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 Borrower to the Agent and the Lenders under, pursuant or relating to this Agreement and
the other Loan Documents and including all Outstandings and all interest, commissions, legal and other costs, charges and expenses payable
by the Borrower under this Agreement and such other Loan Documents, whether the same are from time to time reduced and thereafter increased
or entirely extinguished and thereafter incurred again;


"Obligors"
means, collectively, the Borrower and the Guarantor and "Obligor" means either of them;


"OFAC"
means the Office of Foreign Assets Control of the United States Treasury Department;


"Outstanding
Principal" means, at any time, the Equivalent Amount in US Dollars of the Outstandings at such time disregarding any due and
unpaid interest;


"Outstandings"
at any time means the aggregate at such time of:


		(i)	the
                                            principal amounts outstanding of, and all due and unpaid interest in respect of, Prime Loans;



		(ii)	the
                                            principal amounts outstanding of, and all due and unpaid interest in respect of, USBR Loans
                                            and Term Benchmark Loans;





    	 	- 24 -	 



     


    

		(iii)	the
                                            amounts payable at maturity of all outstanding Bankers’ Acceptances and BA Equivalent
                                            Loans; and



		(iv)	the
                                            aggregate undrawn face amount of all outstanding Letters of Credit;



provided
that (A) for the purpose of calculating the Outstandings owing to any Lender at any time, such Lender shall be deemed to have issued
its Lender's Proportion of all outstanding Letters of Credit for which it has a reimbursement or indemnification obligation in the circumstances
contemplated in Section 3.7(d) and (B) where the context requires, the Outstandings shall mean only those Outstandings owing to
a particular Lender;


“Overnight
Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight eurodollar transactions
denominated in US Dollars by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the
NYFRB as set forth on its public website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight
bank funding rate (from and after such date as the NYFRB shall commence to publish such composite rate);


“Patriot
Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
(USA Patriot Act of 2001);


“PBGC”
means the Pension Benefit Guaranty Corporation (or any successor);


"Permitted
Assignee" has the meaning ascribed thereto in Section 16.9(a);


"Person"
means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint
venture, limited liability company or other entity, or a government or any political subdivision or agency thereof;


“Plan”
means a Single Employer Plan or a Multiple Employer Plan, in each case that is subject to ERISA;


"Prime
Loans" means the loans made available by the Lenders to the Borrower pursuant to Section 3.3, 3.8 or 3.9 with respect to
which the Borrower has agreed to pay interest thereon in accordance with Section 5.1 or which are made available to the Borrower
by the Lenders as a result of applying Section 3.5(g) or 3.7(d);


"Prime
Rate" means, with respect to outstanding Prime Loans, on any day, the greater of:


		(i)	the
                                            annual rate of interest most recently announced from time to time by the Schedule I
                                            Reference Bank (and, if not the Agent, notified to the Agent) as being its reference rate
                                            then in effect for determining interest rates on Canadian Dollar denominated commercial loans
                                            made by the Schedule I Reference Bank in Canada; and



		(ii)	the
                                            annual rate of interest equal to the aggregate of CDOR One Month Rate and 0.75% per annum;



provided
that, (x) if all such rates are equal, then the "Prime Rate" shall be the rate specified in (i) above and (y) if the Prime
Rate as determined above would be less than zero on any day, then the Prime Rate shall be deemed to be zero on such day;


"Project"
means the acquisition, construction and development of previously undeveloped or newly acquired assets forming an economic unit capable
of generating sufficient cash flow, on




    	 	- 25 -	 



     


    

the
basis of reasonable initial assumptions, to cover the operating costs and debt service required to finance the undertaking relating to
such assets over a period of time which is less than the projected economic life of the assets, and includes any commercial operation
for which such assets were so acquired, constructed or developed and which is subsequently carried on with such assets by such economic
unit and, for certainty, includes each such Project which exists at the Effective Date or which is acquired, created or comes into existence
after the Effective Date;


"Public
Material Subsidiary" means any Material Subsidiary whose Common Equity Securities have been listed on any stock exchange at
all times since such Material Subsidiary first became a Material Subsidiary;


“Publicly
Traded Securities” means (a) securities of a corporation which are listed on any stock exchange and are entitled to share without
limitation in a distribution of the assets of such corporation upon any liquidation, dissolution or winding-up of such corporation and
includes any securities convertible or exchangeable into such securities; and (b) with respect to a partnership, limited liability company
or other entity, means securities of such partnership, limited liability company or other entity which are listed on any stock exchange
and represent income interests or capital interests in such partnership, limited liability company or other entity and includes any securities
convertible or exchangeable into such securities;


"Purchase
Money Mortgage" means any mortgage, hypothecation, charge or other encumbrance on property or assets created, issued or assumed
to secure a Purchase Money Obligation in respect of such property or assets and also means any agreement or other instrument entered
into for the acquisition of or right to acquire any property or assets or any interest therein in which agreement or instrument there
is reserved or which obligates the Guarantor or a Restricted Subsidiary to pay a royalty, rent or percentage of profits or proceeds won
from such property or assets and which charges or secures such property or assets or interest therein or the lands containing the same
with the payment thereof and includes any extension, renewal, refunding or refinancing thereof so long as the principal amount outstanding
immediately prior to the date of such extension, renewal, refunding or refinancing is not increased; provided, however,
that such mortgage, hypothecation, charge, encumbrance, agreement or other instrument is created, issued or assumed prior to, concurrently
with or within 180 days following the acquisition of such property or assets, except in the case of property or assets on which improvements
are constructed, installed or added, in which case the same shall be created or issued within a period of 180 days after Substantial
Completion of such improvements;


"Purchase
Money Obligation" means any Indebtedness assumed as, or issued and incurred to provide funds to pay, all or part of (i) the
purchase price (which shall be deemed to include any costs of construction or installation) of any property or assets acquired after
the date of this Agreement or (ii) the cost of improvements made after the date of this Agreement to any property or assets;


“Reference
Time” with respect to any setting of the then-current Benchmark means (i) if such Benchmark is the Term SOFR Rate or Daily
Simple SOFR, 5:00 a.m. (Chicago time) on the day that is two Business Days preceding the date of such setting or (ii) if such Benchmark
is none of the Term SOFR Rate or Daily Simple SOFR, the time determined by the Agent in its reasonable discretion;


“Release”
means a releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, disposing, spraying,
abandonment, depositing, seeping, placing or dumping;




    	 	- 26 -	 



     


    

“Relevant
Governmental Body” means the Federal Reserve Board and/or the NYFRB, or a committee officially endorsed or convened by the
Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto;


"Request
for Extension" means a written request by the Borrower to the Agent on behalf of some or all of the Lenders pursuant to Section 3.12
requesting such Lenders to issue a Notice of Extension in respect of the Commitments of such Lenders, in the form attached as Schedule "E";


“Relevant
Subsidiary” means, on any date, any corporation or other Person of which Voting Shares or other interests carrying more than
50% of the voting rights attached to all outstanding Voting Shares or other interests are owned, directly or indirectly, by or for the
Guarantor and/or by or for any corporation in like relation to the Guarantor and includes any corporation in like relation to a Relevant
Subsidiary; provided, however, such term shall not include any corporations or other Persons (or their respective Relevant
Subsidiaries) which have Publicly Traded Securities where the aggregate amount of assets of all such corporations or other Persons does
not exceed 20% of the Consolidated Assets of the Guarantor at the time and from time to time;


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


“Restricted
Property” means any oil, gas or mineral property of a primary nature located in Canada or the United States and any facilities
located in Canada or the United States directly related to the mining, processing or manufacture of hydrocarbons or minerals, or any
of the constituents thereof or the derivatives therefrom and includes Voting Shares or other interests of a corporation or other Person
which owns such property or facilities, but does not include (i) any property or facilities used in connection with or necessarily incidental
to the purchase, sale, storage, transportation or distribution of Restricted Property, (ii) any property which, in the opinion of the
Board of Directors of the Guarantor, is not materially important to the total business conducted by the Guarantor and its Subsidiaries
as an entirety, or (iii) any portion of a particular property which, in the opinion of the Board of Directors of the Guarantor, is not
materially important to the use or operation of such property;


"Restricted
Subsidiary" means, on any date, any Relevant Subsidiary which owns at the time Restricted Property; provided, however,
such term shall not include a Relevant Subsidiary of the Guarantor if the amount of the Guarantor’s share of Shareholders’
Equity of such Subsidiary constitutes, at the time of determination, less than 2% of the Consolidated Net Tangible Assets of the Guarantor;


"Rollover"
means:


		(i)	with
                                            respect to any Term Benchmark Loan, the continuation of all or a portion of such Loan for
                                            an additional Interest Period subsequent to the initial or any subsequent Interest Period
                                            applicable thereto; 



		(ii)	with
                                            respect to any Bankers' Acceptance (or BA Equivalent Loan made in lieu thereof), the issuance
                                            of new Bankers' Acceptances (or making of new BA Equivalent Loans) in respect of all or any
                                            portion of such Bankers' Acceptance (or BA Equivalent Loans made in lieu thereof) on the
                                            maturity date thereof; and



		(iii)	with
                                            respect to any Letter of Credit, the extension or replacement of an existing Letter of Credit
                                            in respect of all or any portion of such Letter of Credit effective on the expiry date thereof
                                            including, for certainty, any extension referred to in the proviso in





    	 	- 27 -	 



     


    

Section 3.9(c);
provided that the beneficiary thereof (including any successor 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;


all
in accordance with the provisions of this Agreement;


"Royal"
means Royal Bank of Canada, a Canadian chartered bank;


"Sanctioned
Country" means, at any time, a country or territory which is the subject or target of any Sanctions;


"Sanctioned
Person" means, at any time, any Person listed in any Sanctions-specific list of designated Persons maintained by OFAC, the United
States Department of State, or by the United Nations Security Council, in all cases, to the extent not inconsistent with Applicable Law
in Canada;


"Sanctions"
means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by a Sanctions Authority
that are applicable to the Borrower or its Subsidiaries; provided that, with respect to economic or financial sanctions or trade
embargoes imposed, administered or enforced from time to time by the United Nations Security Council, to the extent such sanctions or
trade embargoes are not inconsistent with Applicable Law in Canada;


"Sanctions
Authority" means any of: (a) the federal government of Canada; (b) the federal government of the United States of America; (c)
the United Nations Security Council (to the extent not inconsistent with Applicable Law in Canada); or (d) the respective governmental
institutions, departments and agencies of any of the foregoing, including OFAC and the United States Department of State; and "Sanctions
Authorities" means all of the foregoing Sanctions Authorities, collectively;


"Schedule I
Bank" means a bank under Schedule I of the Bank Act (Canada);


"Schedule I
Reference Bank" means Royal, or such other Lender as may from time to time be appointed as the Schedule I Reference Bank
pursuant to Section 12.17;


"Schedule II
Bank" means a bank under Schedule II of the Bank Act (Canada);


"Schedule II/III
Reference Banks" means, other than Bank of America, N.A., Canada Branch, (i) any two or more Lenders which are Schedule II
Banks or Schedule III Banks, as selected from time to time by the Agent and approved by the Borrower, each acting reasonably, and shall
include any other Lender that is a Schedule II Bank or Schedule III Bank selected from time to time by the Agent and approved by
the Borrower, each acting reasonably, in substitution for or replacement of any then existing Schedule II/III Reference Banks, or
(ii) if there is only one Schedule II Bank or Schedule III Bank that is a Lender, that Lender alone;


"Schedule III
Bank" means an authorized foreign bank under Schedule III of the Bank Act (Canada);


"Senior
Financial Officer" means the Chief Financial Officer, Chief Accounting Officer, Vice-President Finance, Comptroller, Assistant
Comptroller, Treasurer or Assistant Treasurer or any other officer of the Guarantor and/or the Borrower, as applicable, having a similar
title or position;




    	 	- 28 -	 



     


    

"Shareholders’
Equity" means the aggregate amount of shareholders’ equity (including but not limited to share capital, contributed surplus
and retained earnings) of a Person as shown on the most recent annual audited or unaudited interim Consolidated balance sheet of such
Person and computed in accordance with GAAP;


“Similar
Business” means any business, the majority of whose revenues are derived from (i) business or activities conducted by
the Guarantor and its Subsidiaries on the Effective Date, (ii) any business that is a natural outgrowth or reasonable extension,
development or expansion of any such business or any business similar, reasonably related, incidental, complementary or ancillary to
any of the foregoing or (iii) any business that in the Borrower’s good faith business judgment constitutes a reasonable diversification
of businesses conducted by the Guarantor and the Subsidiaries;


“Single
Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for
employees of the Guarantor or any ERISA Affiliate and no Person other than the Guarantor and the ERISA Affiliates or (b) was so
maintained and in respect of which the Guarantor or any ERISA Affiliate could have liability under Section 4069 of ERISA in the
event such plan has been or were to be terminated;


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


“SOFR
Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate);


“SOFR
Administrator’s Website” means the NYFRB’s website, currently at http://www.newyorkfed.org, or any successor source
for the secured overnight financing rate identified as such by the SOFR Administrator from time to time;


"S&P"
means S&P Global Ratings, a division of S&P Global Inc., its Affiliates and their respective successors;


“Subsidiary”
of any Person means: (a) any corporation of which Voting Shares issued by such corporation and carrying more than 50% of the voting
rights attached to all outstanding Voting Shares issued by such corporation are owned, directly or indirectly, by or for such Person
and/or by or for any corporation in like relation to such Person and includes any corporation in like relation to a Subsidiary; and (b) any
partnership, limited liability company or other business entity of which at least a majority of the outstanding income interest or capital
interests are at the time directly, indirectly or beneficially owned or controlled by such Person or one or more of its Subsidiaries
or by such Person and one or more of its Subsidiaries;


"Substantial
Completion" means, with respect to an improvement, the point at which the improvement is ready for use or is being used for
the purpose for which it was intended;


"Substitute
Rating Entity" has the meaning assigned thereto in Section 1.8(b)(i);


"Syndicated
Borrowings" means Borrowings made available by the Syndicated Lenders pursuant to the Syndicated Commitments;


"Syndicated
Commitment" means, in relation to a Syndicated Lender, the amount set forth opposite such Syndicated Lender's name in the first
column on Schedule "J" from time to time, as such Syndicated Commitment may hereafter be increased, cancelled, reduced
or terminated from time to time pursuant to this Agreement;




    	 	- 29 -	 



     


    

"Syndicated
Lenders" means, from time to time, those Lenders then providing Syndicated Commitments;


"Tax"
means all present and future taxes, levies, duties, imposts, stamp and documentary taxes, deductions, charges or withholdings imposed
by any Governmental/Judicial Body, and all liabilities with respect thereto, including all income taxes, capital taxes, excise taxes,
financial institution duties, debit taxes and similar levies, and any interest, additions to tax and penalties imposed with respect to
any of the foregoing;


“Term
Benchmark” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing,
bear interest at a rate determined by reference to the Adjusted Term SOFR Rate;


“Term
Benchmark Interest Date” means:


(i)
the last day of each Interest Period; and


(ii)
if the Borrower selects an Interest Period for a period longer than three (3) months, the dates falling every three (3) months after
the beginning of such Interest Period and on the last day of such Interest Period;


“Term
Benchmark Loans” means the loans made available by the Lenders to the Borrower pursuant to Sections 3.3, 3.8 or 3.9, which
the Borrower has elected to denominate in US Dollars and has agreed to pay interest thereon in accordance with Section 5.3;


“Term
SOFR Rate” means, with respect to any Borrowing in respect of any Term Benchmark Loans denominated in US Dollars for any tenor
comparable to the applicable Interest Period, the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, two US Government
Securities Business Days prior to the commencement of such tenor comparable to the applicable Interest Period, as such rate is published
by the CME Term SOFR Administrator;


“Term
SOFR Reference Rate” means, for any day and time (such day, the “Term SOFR Determination Day”), with respect
to any Borrowing in respect of any Term Benchmark Loans denominated in US Dollars and for any tenor comparable to the applicable Interest
Period, the rate per annum published by the CME Term SOFR Administrator and identified by the Agent as the forward-looking term rate
based on SOFR. If by 5:00 pm (New York City time) on such Term SOFR Determination Day, the “Term SOFR Reference Rate”
for the applicable tenor has not been published by the CME Term SOFR Administrator and a Benchmark Replacement Date with respect to the
Term SOFR Rate has not occurred, then the Term SOFR Reference Rate for such Term SOFR Determination Day will be the Term SOFR Reference
Rate as published in respect of the first preceding US Government Securities Business Day for which such Term SOFR Reference Rate was
published by the CME Term SOFR Administrator, so long as such first preceding Business Day is not more than five (5) Business Days prior
to such Term SOFR Determination Day;


"Total
Syndicated Commitment" means, at any time, an amount equal to the aggregate of all of the Syndicated Commitments at such time;


“UK
Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from 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;




    	 	- 30 -	 



     


    

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


“Unadjusted
Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment; provided that,
if the Unadjusted Benchmark Replacement as so determined would be less than zero, the Unadjusted Benchmark Replacement will be deemed
to be zero for the purposes of this Agreement;


"US
Base Rate" means, with respect to outstanding USBR Loans, on any day, the greatest of:


		(i)	the
                                            annual rate of interest most recently announced from time to time by the Schedule I
                                            Reference Bank (and, if not the Agent, notified to the Agent) as being its reference rate
                                            then in effect for determining interest rates on US Dollar denominated commercial loans made
                                            by the Schedule I Reference Bank in Canada;



		(ii)	the
                                            annual rate of interest equal to the aggregate of the Fed Funds Rate and 0.75% per annum;
                                            and



		(iii)	the
                                            annual rate of interest equal to the aggregate of the one month Adjusted Term SOFR Rate as
                                            published two US Government Securities Business Days prior to such day (or if such day is
                                            not a Business Day, the immediately preceding Business Day) and 1.00% per annum; 



provided
that for the purpose of this definition, the Adjusted Term SOFR Rate for any US Government Securities Business Day shall be based
on the Term SOFR Reference Rate at approximately 5:00 a.m. Chicago time on such day (or any amended publication time for the Term SOFR
Reference Rate, as specified by the CME Term SOFR Administrator in the Term SOFR Reference Rate methodology); provided further that,
(x) if all such rates of interest are equal, then the "US Base Rate" shall be the rate specified in (i) above and (y) if the
US Base Rate as determined above would be less than zero on any day, then the US Base Rate shall be deemed to be zero on such day;


"USBR
Loans" means the loans made available by the Lenders to the Borrower pursuant to Section 3.3, 3.8 or 3.9 with respect to
which the Borrower has agreed to pay interest thereon in accordance with Section 5.2 or which are made available to the Borrower
by the Lenders as a result of applying Section 3.4(a), 3.7(d) or 10.1;


"US
Dollars" and the symbol "US $" each mean lawful currency of the United States of America;


"US
GAAP" means generally accepted accounting principles in the United States of America in effect from time to time;


“US
Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) 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;


"Value"
means:


		(i)	United
                                            States or Canadian dollar funds or debt instruments of the Government of the United States
                                            or any of its states or Canada or any of its provinces maturing within 12 months; and





    	 	- 31 -	 



     


    

		(ii)	in
                                            respect of any other assets of the Guarantor, the fair market value of such assets as determined
                                            by the Board of Directors of the Guarantor;



“Voting
Shares” means shares of any class of any corporation carrying voting rights under all circumstances, provided that,
for the purposes of this definition, shares which only carry the right to vote conditionally on the happening of an event shall not be
considered Voting Shares, nor shall any shares be deemed to cease to be Voting Shares solely by reason of a right to vote accruing to
shares of another class or classes by reason of the happening of such an event, or solely because the right to vote may not be exercisable
under the charter of the corporation;


"Wholly-Owned
Subsidiary" means (i) any corporation of which 100% of the outstanding shares having by the terms thereof ordinary voting
power to vote with respect to the election 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 so long as it continues) is at the time directly, indirectly or beneficially owned or controlled by the
Guarantor or one or more of its Wholly-Owned Subsidiaries or by the Guarantor and one or more of its Wholly-Owned Subsidiaries, or (ii) any
partnership or other entity of which 100% of the outstanding income interests and capital interests is at the time directly, indirectly
or beneficially owned or controlled by the Guarantor or one or more of its Wholly-Owned Subsidiaries or by the Guarantor and one or more
of its Wholly-Owned Subsidiaries;


“Withdrawal
Liability” has the meaning specified in Part I of Subtitle E of Title IV of ERISA; and


“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
                                            and Table of Contents



The
headings, the table of contents, and the Article and Section titles are inserted for convenience only and are to be ignored in construing
this Agreement.


	1.3	References



All
references to Sections, Articles and Schedules are to Sections, Articles and Schedules to this Agreement. The words "hereto",
"herein", "hereof", "hereunder", "this Agreement" and similar expressions mean and refer to this
Agreement as hereafter supplemented or amended.


	1.4	Rules
                                            of Interpretation



The
singular includes the plural and vice versa; "month" means calendar month; and "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, telex or telegraph.




    	 	- 32 -	 



     


    

	1.5	Generally
                                            Accepted Accounting Principles



		(a)	Unless
                                            otherwise defined, each accounting term used in this Agreement has the meaning assigned to
                                            it under GAAP.



		(b)	In
                                            calculating the financial tests set forth in Sections 8.1(j) and 8.2(e), such calculations
                                            shall be based upon the Guarantor's consolidated financial statements for the relevant period.



	1.6	Changes
                                            in GAAP or Accounting Policies



		(a)	If:



		(i)	there
                                            occurs a material change in GAAP after the date hereof, including as a result of any future
                                            conversion by the Guarantor from generally accepted accounting principles in the United States
                                            to generally accepted accounting principles in Canada (or vice versa); or



		(ii)	the
                                            Guarantor or any of its Subsidiaries adopts a material change in an accounting policy in
                                            order to more appropriately present events or transactions in its financial statements;



and
the above change would require disclosure under GAAP in the consolidated financial statements of the Guarantor and would cause an amount
required to be determined for the purposes of any financial test in Section 8.1(j) or 8.2(e) or any financial term or threshold
used in Section 2.1(c), 8.2(a), 8.2(f), 9.1 or elsewhere in this Agreement (each a "Financial Covenant/Term") to be
materially different than the amount that would be determined without giving effect to such change, the Guarantor shall notify the Agent
of such change (an "Accounting Change"). Such notice (an "Accounting Change Notice") shall describe
the nature of the Accounting Change, its effect on the current and immediately prior year's financial statements in accordance with GAAP
and state whether the Guarantor desires to revise the method of calculating one or more of the Financial Covenants/Terms (including the
revision of any of the defined terms used in the determination of such Financial Covenant/Term) in order that amounts determined after
giving effect to such Accounting Change and the revised method of calculating such Financial Covenant/Term will approximate the amount
that would be determined without giving effect to such Accounting Change and without giving effect to the revised method of calculating
such Financial Covenant/Term. The Accounting Change Notice shall be delivered to the Agent within sixty (60) days after the end of the
Fiscal Quarter in which the Accounting Change is implemented or, if such Accounting Change is implemented in the fourth Fiscal Quarter
or in respect of an entire Fiscal Year, within 120 days after the end of such period.


		(b)	If,
                                            pursuant to the Accounting Change Notice, the Guarantor does not indicate that it desires
                                            to revise the method of calculating one or more of the Financial Covenants/Terms, the Majority
                                            Lenders may within thirty (30) days after receipt of the Accounting Change Notice notify
                                            the Guarantor that they wish to revise the method of calculating one or more of the Financial
                                            Covenants/Terms in the manner described above.



		(c)	If
                                            either the Guarantor or the Majority Lenders so indicate that they wish to revise the method
                                            of calculating one or more of the Financial Covenants/Terms, the Guarantor and the Majority
                                            Lenders shall in good faith attempt to agree on a revised method of calculating such Financial
                                            Covenants/Terms so as to reflect equitably such Accounting Change with the desired result
                                            that the result of the evaluation of the Guarantor's financial condition shall be substantially
                                            the same after such Accounting Change as if such Accounting Change had not been made. Until
                                            the Guarantor and the Majority Lenders have reached agreement in writing on such revised





    	 	- 33 -	 



     


    

method
of calculation, all amounts to be determined hereunder shall continue to be determined without giving effect to the Accounting Change.
For greater certainty, if no notice of a desire to revise the method of calculating the Financial Covenants/Terms in respect of an Accounting
Change is given by either the Guarantor or the Majority Lenders within the applicable time period described above, then the method of
calculating the Financial Covenants/Terms shall not be revised in response to such Accounting Change and all amounts to be determined
pursuant to the Financial Covenants/Terms shall be determined after giving effect to such Accounting Change.


		(d)	If
                                            a Compliance Certificate is delivered in respect of a Fiscal Quarter or Fiscal Year in which
                                            an Accounting Change is implemented without giving effect to any revised method of calculating
                                            any of the Financial Covenants/Terms, and subsequently, as provided above, the method of
                                            calculating one or more of the Financial Covenants/Terms is revised in response to such Accounting
                                            Change, the Borrower shall deliver a revised Compliance Certificate. Any Event of Default
                                            which arises as a result of the Accounting Change and which is cured by this Section 1.6
                                            shall be deemed to have never occurred.



	1.7	Schedules



Schedules
"A" to "J" are attached to and constitute part of the terms and conditions of this Agreement.


	1.8	Certain
                                            Matters Related to Ratings Explained



For
the purposes hereof:


		(a)	the
                                            long term debt of the Guarantor shall not be considered to be "not rated" (or to
                                            like effect) by S&P, Moody's or Fitch (each, a "Rating Agency") by reason
                                            of such Rating Agency ceasing to carry on the business of providing ratings of the long term
                                            debt of corporate borrowers based on creditworthiness assessments. If two of the Rating Agencies
                                            cease carrying on the business of providing ratings of the long term debt of corporate borrowers
                                            based on creditworthiness assessments, then for purposes of calculating "Applicable
                                            Pricing Margin" and the definition of "Investment Grade", the rating of the
                                            remaining Rating Agency only shall be utilized;



		(b)	if
                                            all of the Rating Agencies cease carrying on the business of providing ratings of the long
                                            term debt of corporate borrowers based on creditworthiness assessments, then:



		(i)	the
                                            Borrower and the Lenders shall attempt in good faith for a period of 30 days thereafter
                                            to determine substitute definitions for or amendments to the Applicable Pricing Margin and
                                            Investment Grade, which may include attempting to agree on some other entity (which may include
                                            a debt rating agency or a nationally recognized securities dealer) (a "Substitute
                                            Rating Entity") to assign a rating to the long term debt of the Guarantor as contemplated
                                            in the following paragraph (ii) and to agree, if necessary, on the ratings of such Substitute
                                            Rating Entity which most closely correspond to those in the definitions of Applicable Pricing
                                            Margin and Investment Grade, as applicable ("Equivalent Ratings"); and



		(ii)	if
                                            by the end of such 30 day period the Borrower and the Lenders have not agreed upon substitute
                                            definitions for or amendments to the Applicable Pricing Margin and Investment Grade, as applicable,
                                            pursuant to the preceding paragraph (i), then during a period of 60 days thereafter, the
                                            Borrower and the Lenders shall, if such has not already been accomplished, continue to attempt
                                            in good faith to agree on a Substitute Rating Entity and, if applicable, Equivalent Ratings
                                            and, if a Substitute Rating Entity





    	 	- 34 -	 



     


    

has
been agreed on, the Guarantor shall attempt to obtain from the Substitute Rating Entity a rating ("Substitute Rating")
for the long term debt of the Guarantor;


it
being agreed that:


		(iii)	during
                                            the 30 day and 60 day periods contemplated in the preceding paragraphs (i) and (ii), or such
                                            part thereof which elapses before an alternate approach is finally established as contemplated
                                            in such paragraphs (i) and (ii), the rates applicable from time to time in accordance with
                                            the Applicable Pricing Margin and based on the rating applicable to the long term debt of
                                            the Guarantor immediately before the commencement of the 30 day period contemplated in the
                                            preceding paragraph (i) shall apply;



		(iv)	if
                                            a Substitute Rating Entity and, if applicable, Equivalent Ratings have been agreed on and
                                            the Substitute Rating Entity has established a Substitute Rating for the long term debt of
                                            the Guarantor by or before the expiration of the 60 day period contemplated in the preceding
                                            paragraph (ii), then thereupon and thereafter the same shall apply and, if applicable, the
                                            Applicable Pricing Margin and the definition of Investment Grade shall be deemed to have
                                            been amended to incorporate the Equivalent Ratings in place of the ratings referred to in
                                            the Applicable Pricing Margin and the definition of Investment Grade; provided the Substitute
                                            Rating shall be subject to review by the Substitute Rating Entity from time to time (but
                                            not more often than once in any 12 month period) at the request of either the Borrower or
                                            the Agent given in writing to the other (any such review to determine whether the Substitute
                                            Rating should change to another rating category or, if applicable, Equivalent Rating for
                                            the long term debt of the Guarantor) and if any such review results in a change in the Substitute
                                            Rating, then thereupon and thereafter (subject to further reviews as aforesaid) the same
                                            shall apply; and



		(v)	if
                                            an alternate approach has not been finally established as contemplated in the preceding paragraphs
                                            (i) and (ii) by the expiration of the 60 day period referred to in the preceding paragraph
                                            (ii), then the rates applicable from time to time in accordance with the Applicable Pricing
                                            Margin and based on the rating applicable to the long term debt of the Guarantor immediately
                                            before the commencement of the 30 day period contemplated in the preceding paragraph (i)
                                            shall continue to apply;



		(c)	a
                                            rating assigned by a Rating Agency (or, as applicable, Substitute Rating Entity) shall be,
                                            as applicable, considered to be "lower" than another rating assigned by such Rating
                                            Agency (or, as applicable, Substitute Rating Entity) or by the other Rating Agency if it
                                            denotes a poorer creditworthiness assessment (for instance, "B" is lower than "A");



		(d)	the
                                            rating categories and ratings of any Rating Agency or Substitute Rating Entity referred to
                                            herein shall include any equivalent rating category or rating of such Rating Agency or Substitute
                                            Rating Entity which replaces the same; and



		(e)	any
                                            reference in this Section 1.8 to the long term debt of the Guarantor (or to like effect)
                                            shall be deemed to be a reference to the senior unsecured non-convertible publicly-held long
                                            term debt of the Guarantor.



	1.9	Amendment
                                            and Restatement



The
Borrower, the Guarantor, the Agent and the Lenders acknowledge and agree that as of the Effective Date:




    	 	- 35 -	 



     


    

		(a)	the
                                            provisions of the Existing Credit Agreement are amended, modified and restated in their entirety
                                            on the terms and conditions, and in the form, of this Agreement and, as so amended, modified
                                            and restated, are ratified and confirmed; and



		(b)	all
                                            rights, obligations and indebtedness which have arisen and remain outstanding under the Existing
                                            Credit Agreement as of the Effective Date including, without limitation, all "Outstandings"
                                            as defined in the Existing Credit Agreement and all accrued and unpaid interest thereon,
                                            fees and other amounts owing thereunder shall, subject only to the effect of the amendments
                                            and modifications to the Existing Credit Agreement effected by this Agreement, continue in
                                            full force and effect as rights, obligations and indebtedness under this Agreement, all in
                                            accordance with and subject to the provisions herein set forth; provided that nothing
                                            in this Agreement shall constitute a new loan or loans or the provision of new credit or
                                            the effective repayment and readvance or replacement of such "Outstandings" as
                                            of the Effective Date, and the liability of the Borrower in respect of such "Outstandings"
                                            shall be and be deemed to be continued under and governed by this Agreement from and after
                                            the Effective Date.



	1.10	Divisions



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


	1.11	Interest
                                            Rates; Benchmark Notification



The
interest rate on a Loan denominated in US Dollars 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, Section 10.5 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, the administration, submission, performance or any other matter related to any interest rate used
in this Agreement, or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation,
whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce
the same value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity as did any
existing interest rate prior to its discontinuance or unavailability. The Agent and its affiliates and/or other related entities may
engage in transactions that affect the calculation of any interest rate used in this Agreement or any alternative, successor or alternative
rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower.
The Agent may select information sources or services in its reasonable discretion to ascertain any interest rate used in this Agreement,
any component thereof, or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall
have no liability to the Borrower, any Lender or any other Person or entity for damages of any kind, including direct or indirect, special,
punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or
in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.



    	 	- 36 -	 



     


    




ARTICLE
2

REPRESENTATIONS AND WARRANTIES


	2.1	Representations
                                            and Warranties



Each
of the Guarantor (without any limitation) and the Borrower (whose representations and warranties will be limited to only Sections 2.1(a),
(b), (c) and (d) below) represents and warrants to each of the Lenders and the Agent that:


		(a)	Corporate
                                            Existence and Authority: Each Obligor and each Material Subsidiary (i) is a Person duly
                                            organized, formed, incorporated oramalgamated, validly existing and in good standing under
                                            the laws of the jurisdiction of its organization, formation or incorporation, (ii) is duly
                                            qualified to carry on business in all jurisdictions in which it carries on any business,
                                            except to the extent the failure to be so qualified would not have a Material Adverse Effect,
                                            and (iii) has full power and authority to own its properties and conduct its business as
                                            presently conducted;



		(b)	Necessary
                                            Approvals: No authorization or approval or other action by, and no notice to or filing
                                            with, any Governmental/Judicial Body or any other third party is required for the due execution,
                                            delivery and performance by each Obligor of each Loan Document to which it is a party;



		(c)	Authorization
                                            and Constating Documents: The execution, delivery and performance by each Obligor of
                                            each Loan Document to which it is a party and the consummation of the transactions contemplated
                                            thereby, are within each Obligor’s corporate powers, have been duly authorized by all
                                            necessary corporate action, and do not contravene (i) the articles or by-laws of such Obligor
                                            or (ii) Applicable Law or any contractual restriction binding on or affecting such Obligor:



		(d)	Enforceability
                                            of Agreement: This Agreement has been duly executed by each of the Guarantor and the
                                            Borrower. This Agreement is, and each other Loan Document is the legal, valid and binding
                                            obligation of the Obligor(s) party thereto, enforceable against such Obligor(s) in accordance
                                            with its terms, except to the extent that such enforceability may be limited by any applicable
                                            bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’
                                            rights generally from time to time in effect and may be subject to the discretion of courts
                                            with respect to granting of equitable remedies and to thepowers of courts to stay proceedings
                                            for the execution of judgments;



		(e)	Compliance
                                            with Applicable Law: The Guarantor and each Material Subsidiary and their respective
                                            operations and properties comply in all material respects with all Applicable Laws, except
                                            where the failure to comply could not reasonably be expected to have, individually or in
                                            the aggregate, a Material Adverse Effect;



		(f)	Litigation
                                            and Administrative Proceeding: Except as has been disclosed to the Agent in writing,
                                            there is no action, suit, litigation or proceeding affecting the Guarantor or any of its
                                            Subsidiaries, including any Environmental Action, pending or, to the best of the Guarantor’s
                                            knowledge after reasonable investigation, overtly threatened, before any court, Governmental/Judicial
                                            Body that (i) is reasonably likely to be determined adversely, and if determined adversely,
                                            would have a Material Adverse Effect or (ii) purports to affect adversely the legality, validity
                                            or enforceability of this Agreement or any of the other Loan Documents or the consummation
                                            of the transactions contemplated thereby;



		(g)	[Intentionally
                                            Deleted.]





    	 	- 37 -	 



     


    

		(h)	Taxes:
                                            The Guarantor and each of its Subsidiaries have filed, have caused to be filed or have
                                            been included in all tax returns (federal, state, local and foreign) required to be filed
                                            or, in the case of income taxes, required to be filed and where the failure to do so would
                                            cause the imposition of a penalty or interest, and in each case have paid all taxes shown
                                            thereon to be due, together with applicable interest and penalties other than taxes that
                                            are being contested in good faith and by proper proceedings and as to which appropriate reserves
                                            are being maintained, except where the failure to do so could not reasonably be expected
                                            to have, individually or in the aggregate, a Material Adverse Effect;



		(i)	Financial
                                            Statements: (i) The Consolidated balance sheet of the Guarantor and its Subsidiaries
                                            as at December 31, 2021, and the related Consolidated statements of earnings and cash
                                            flows of the Guarantor and its Subsidiaries for the fiscal year then ended, accompanied by
                                            an opinion of the Guarantor’s auditors thereon, copies of which have been furnished
                                            to the Agent, fairly present the Consolidated financial condition of the Guarantor and its
                                            Subsidiaries as at such date and the Consolidated results of the operations of the Guarantor
                                            and its Subsidiaries for the period ended on such date, all in accordance with GAAP consistently
                                            applied. (ii) Since December 31, 2021, there has been no Material Adverse Effect;



		(j)	Affected
                                            Financial Institutions: No Obligor is an Affected Financial Institution;



		(k)	ERISA:
                                            Except as could not reasonably be expected to have, individually or in the aggregate,
                                            a Material Adverse Effect,



		(i)	No
                                            ERISA Event has occurred or is reasonably expected to occur with respect to any Plan;



		(ii)	Schedule SB
                                            (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan,
                                            copies of which have been filed with the Internal Revenue Service and furnished to the Agent
                                            to the extent required under Section 8.1(h)(vi)(C), is complete and accurate and fairly presents
                                            the funding status of such Plan, and since the date of such Schedule SB there has been
                                            no material adverse change in such funding status;



		(iii)	Neither
                                            the Guarantor nor any ERISA Affiliate has incurred or is reasonably expected to incur any
                                            Withdrawal Liability to any Multiemployer Plan;



		(iv)	Neither
                                            the Guarantor nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer
                                            Plan that such Multiemployer Plan is in reorganization or has been terminated, within the
                                            meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be
                                            in reorganization or to be terminated, within the meaning of Title IV of ERISA;



		(v)	With
                                            respect to each scheme or arrangement mandated by a government other than the United States
                                            (a “Foreign Government Scheme or Arrangement”) and with respect to each
                                            employee benefit plan maintained or contributed to by the Guarantor or any Subsidiary of
                                            the Guarantor that is not subject to United States law (a “Foreign Plan”):



		(A)	Any
                                            employer and employee contributions required by law or by the terms of any Foreign Government
                                            Scheme or Arrangement or any Foreign Plan have been made, or, if applicable, accrued, in
                                            accordance with normal accounting practices.





    	 	- 38 -	 



     


    

		(B)	The
                                            fair market value of the assets of each funded Foreign Plan, the liability of each insurer
                                            for any Foreign Plan funded through insurance or the book reserve established for any Foreign
                                            Plan, together with any accrued contributions, is sufficient to procure or provide for the
                                            accrued benefit obligations, as of the date hereof, with respect to all current and former
                                            participants in such Foreign Plan according to the actuarial assumptions and valuations most
                                            recently used to account for such obligations in accordance with applicable GAAP.



		(C)	Each
                                            Foreign Plan required to be registered has been registered and has been maintained in good
                                            standing with applicable regulatory authorities;



		(l)	No
                                            Default: No Default or Event of Default has occurred and is continuing;



		(m)	Accuracy
                                            of Information: To the knowledge of the Guarantor, all information, materials and documents
                                            (other than any information expressly disclaimed by any Obligor and projections and forecasts)
                                            prepared by any Obligor and delivered to the Agent in connection with this Agreement are
                                            true and accurate in all material respects as of the Effective Date except to the extent
                                            that any inaccuracy would not have a Material Adverse Effect; 



		(n)	Anti-Corruption
                                            Laws and Sanctions:



		(i)	None
                                            of the Guarantor or its Material Subsidiaries is a Sanctioned Person or permanently located,
                                            organized or ordinarily resident in a Sanctioned Country;



		(ii)	No
                                            part of the proceeds of a Drawdown will be knowingly (as determined at the date of such Drawdown)
                                            used (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment
                                            or giving of money, or anything else of value, to any Person known by the Guarantor to be
                                            in violation of any Anti-Corruption Laws, except to the extent that any such violation would
                                            not have a Material Adverse Effect or adversely affect the Agent or any Lender in any material
                                            respect, (B) for the purpose of funding, financing or facilitating any activities or, business
                                            or transaction of or with any Person known to the Guarantor to be a Sanctioned Person, or
                                            in any country known to the Guarantor to be a Sanctioned Country, or (C) in any manner that
                                            would result in the violation of any Sanctions applicable to the Guarantor or its Material
                                            Subsidiaries, except to the extent that any such violation would not have a Material Adverse
                                            Effect or adversely affect the Agent or any Lender in any material respect; and



		(iii)	Where
                                            used in this Section 2.1(n), references to "knowingly" or "known" means
                                            the actual knowledge of the chief executive officer, chief financial officer, treasurer or
                                            assistant treasurer of the Guarantor;



		(o)	Investment
                                            Company: None of the Guarantor or any of its Subsidiaries is an “investment company”,
                                            as such term is defined in the Investment Company Act of 1940, as amended; and



		(p)	Margin
                                            Stock: Neither the Guarantor nor any of its Subsidiaries is engaged in the business of
                                            extending credit for the purpose of purchasing or carrying Margin Stock. No proceeds of a
                                            Drawdown will be used for a purpose which violates Regulations T, U or X of the Board of
                                            Governors of the Federal Reserve System.



	2.2	Deemed
                                            Representation and Warranty Upon Drawdown



Each
Notice of Drawdown given by the Borrower to the Agent shall be deemed to be a representation and warranty by the Guarantor (with respect
to all of the representations and warranties in




    	 	- 39 -	 



     


    

Section
2.1) and the Borrower (with respect to only those representations and warranties in Sections 2.1(a), (b), (c) and (d)) to each of the
Lenders and the Agent that the representations and warranties contained in Section 2.1 (other than Sections 2.1(f)(i) and 2.1(i)(ii)
which are intended to apply only as of the Effective Date) are, as of the date of such notice, and will be, as of the applicable Drawdown
Date, true and correct in all material respects as of each such date.


	2.3	Deemed
                                            Representation and Warranty Upon Conversion or Rollover



Except
as expressly stated otherwise therein (in which case Section 9.3 shall apply), each Notice of Conversion and Notice of Rollover
given by the Borrower to the Agent shall be deemed to be a representation and warranty by the Guarantor to each of the Lenders and the
Agent that the representation and warranty contained in Section 2.1(l) is, as of the date of such notice, and will be, as of the
applicable Borrowing Conversion Date or Borrowing Rollover Date, true and correct in all material respects as of such date.


	2.4	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, Conversion and Rollover hereunder, notwithstanding any investigations or examinations
which may be made by the Agent, the Lenders or their legal counsel. Such representations and warranties shall survive until this Agreement
has been terminated and all Loan Indebtedness then owing by the Borrower hereunder have been repaid in full.


ARTICLE
3

THE CREDIT FACILITY


	3.1	Obligations
                                            of the Lenders



Relying
on each of the representations and warranties set out in Article 2 and subject to the terms and conditions of this Agreement, each
Lender agrees to make Borrowings available to the Borrower in respect of such Lender's Commitments at the Agent's Account for Payments
up to an aggregate principal amount at any time outstanding not in excess of the amount of its respective Commitments.


	3.2	Purpose/Certain
                                            Acquisitions



		(a)	Subject
                                            to Section 3.2(b), the Borrower covenants and agrees it will use the Borrowings only
                                            for general corporate purposes (domestic and international), including, without limitation,
                                            to support the issuance of commercial paper, acquisitions and working capital, all in accordance
                                            with the provisions of this Agreement.



		(b)	In
                                            the event the Borrower wishes to utilize proceeds of one or more Borrowings to, or to provide
                                            funds to any Subsidiary 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 securities legislation
                                            (a "Take-over"), then either:



		(i)	prior
                                            to or concurrently with delivery to the Agent of any Notice of Drawdown or Notices of Drawdown
                                            pursuant to Section 3.3 requesting one or more Borrowings, the proceeds of which are
                                            to be used to finance such Take-over, the 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 the requisite number of securities of the Target as are required to approve
                                            such Take-over to ensure the successful completion of such Take-over under Applicable Law,
                                            has or have





    	 	- 40 -	 



     


    

approved,
accepted, or recommended to security holders acceptance of, the Take-over; or


		(ii)	the
                                            following steps shall be followed:



		(A)	at
                                            least five (5) Business Days prior to the delivery to the Agent of any Notice of Drawdown
                                            or Notices of Drawdown pursuant to Section 3.3 requesting one or more Borrowings intended
                                            to be used to finance such Take-over, the President or a Senior Financial Officer of the
                                            Borrower shall advise the Agent, who shall promptly advise an appropriate officer of each
                                            Lender of the particulars of such Take-over in sufficient detail to enable each such Lender
                                            to determine whether it has a conflict of interest if Borrowings from such Lender are used
                                            by the Borrower to finance such Take-over;



		(B)	within
                                            three (3) Business Days of being so advised, each such Lender shall notify the Agent of such
                                            Lender's determination as to whether such a conflict of interest exists (such determination
                                            to be made by such Lender in the exercise of its sole discretion, having regard to such considerations
                                            as it deems appropriate); provided that in the event such Lender does not so notify
                                            the Agent within such three (3) Business Day period, such Lender shall be deemed to have
                                            notified the Agent that it has no such conflict of interest; and



		(C)	the
                                            Agent shall promptly notify the President or a Senior Financial Officer of the Borrower of
                                            each such Lender's determination;



and
in the event that any such Lender has such a conflict of interest (an "Affected Lender"), then upon the Agent so notifying
the Borrower, the Affected Lender shall have no obligation to provide Borrowings to finance such Take-over, notwithstanding any other
provision of this Agreement to the contrary; provided however that each other relevant Lender which has, or is deemed to have,
no such conflict of interest (a "Non-Affected Lender") shall have an obligation, up to the amount of its Commitment,
to provide Borrowings to finance such Take-over, and Borrowings to finance such Take-over shall be provided by each Non-Affected Lender
in accordance with the ratio, determined prior to the provision of any Borrowings to finance such Take-over, that the Commitment of such
Non-Affected Lender bears to the aggregate of the Commitments of all the Non-Affected Lenders.


		(c)	If
                                            Borrowings are used to finance a Take-over and there are Affected Lenders, subsequent Borrowings
                                            shall be funded firstly by Affected Lenders, and subsequent repayments shall be applied firstly
                                            to Non-Affected Lenders, in each case, until such time as the proportion that the amount
                                            of each Non-Affected Lender's Outstandings bears to the amount of the total Outstandings
                                            of all Lenders is equal to such proportion which would have been in effect but for the application
                                            of this Section 3.2.



	3.3	Drawdowns



Subject
to the provisions of this Agreement, prior to the Maturity Date the Borrower may, upon delivery of a Notice of Drawdown to the Agent
in accordance with the provisions of this Agreement, borrow from, repay to, and reborrow from the Lenders by way of Borrowings up to
an amount at any time outstanding not in excess of the amount of the Total Syndicated Commitment from time to time in effect, by way
of:


		(a)	Prime
                                            Loans in minimum amounts of Cdn. $10,000,000 and multiples of Cdn. $1,000,000,
                                            upon at least same day prior notice;





    	 	- 41 -	 



     


    

		(b)	acceptance
                                            of drafts or Depository Bills to constitute Bankers' Acceptances (or making BA Equivalent
                                            Loans in lieu thereof) in minimum amounts of Cdn. $10,000,000 and multiples of Cdn. $1,000,000,
                                            upon at least one (1) Business Day's prior notice;



		(c)	USBR
                                            Loans in minimum amounts of US$10,000,000 and multiples of US$1,000,000, upon at least same
                                            day prior notice;



		(d)	Term
                                            Benchmark Loans in minimum amounts of US$10,000,000 and multiples of US$1,000,000, upon at
                                            least three (3) Business Days' prior notice; and



		(e)	Letters
                                            of Credit in accordance with the provisions of Section 3.7.



Any
Notice of Drawdown to be given by the Borrower pursuant to this Section 3.3 shall be delivered to the Agent at the Agent's Branch
of Account at or prior to 12:00 noon (Toronto time) on the last day on which such notice can be given. Such Notice of Drawdown shall
be substantially in the form of Schedule "A", in the case of Prime Loans, USBR Loans, Term Benchmark Loans and Letters
of Credit, and shall be substantially in the form of Schedule "B", in the case of Bankers’ Acceptances and BA Equivalent
Loans. Subject to the provisions of this Agreement, the Lenders shall make Borrowings available to the Borrower in accordance with Section 12.8.


	3.4	Term
                                            Benchmark Loans



		(a)	Deemed
                                            Conversion of Term Benchmark Loans: If, with respect to any outstanding Borrowing by
                                            way of Term Benchmark Loans, the Borrower has not, by 12:00 noon (Toronto time) on the last
                                            day of the Interest Period applicable thereto, (i) duly elected to convert such Borrowing
                                            to another basis of Borrowing under Section 3.8, (ii) duly elected to Rollover such
                                            Borrowing under Section 3.9, or (iii) duly given notice of repayment of such Borrowing
                                            under Section 3.10, the Borrower shall be deemed to have elected to convert such Term
                                            Benchmark Loans to USBR Loans on the last day of the Interest Period applicable thereto pursuant
                                            to Section 3.8.



		(b)	Other
                                            Terms: Each Term Benchmark Loan shall:



		(i)	subject
                                            to availability, have an Interest Period selected by the Borrower of one (1) month, three
                                            (3) months or six (6) months, or such other period as is agreed to by all Lenders from time
                                            to time; and



		(ii)	begin
                                            and end on a Business Day and not extend beyond the earliest then applicable Maturity Date.



	3.5	Bankers'
                                            Acceptances



		(a)	Acceptance
                                            and Purchase of Bankers' Acceptances: Subject to the terms and conditions of this Agreement,
                                            each Lender agrees to either (i) accept Bankers' Acceptances issued by the Borrower and requested
                                            pursuant to Section 3.3, 3.8 or 3.9 and purchase such Bankers' Acceptances in accordance
                                            with Section 12.8; or, (ii) if such Lender is a Non-Acceptance Lender, make BA Equivalent
                                            Loans in accordance with Sections 3.5(f) and 12.8.



		(b)	Payment:
                                            The Borrower agrees to pay the applicable Lender the face amount of each Bankers' Acceptance
                                            accepted by such Lender on its maturity date and hereby waives presentment for payment of
                                            such Bankers' Acceptance by such Lender and agrees not to claim from such Lender any days
                                            of grace for the payment at maturity of such Bankers' Acceptance, notwithstanding that (if
                                            such should be the case) any such Banker's Acceptance has been unlawfully issued or used
                                            or put into circulation fraudulently or without authority, and the Borrower shall indemnify
                                            such Lender against any loss, cost, damage, expense or claim





    	 	- 42 -	 



     


    

regardless
of by whomsoever made, that such Lender may suffer or incur by reason of any fraudulent, unauthorized or unlawful issue or use of any
such bankers' acceptance form, except any fraudulent, unauthorized or unlawful issue or use of any such bankers' acceptance form which
is caused by the negligence or wilful act or omission of such Lender or any of its officers, employees, agents or representatives or
which occurs as a result of such Lender or any of its officers, employees, agents or representatives failing to use the same standard
of care in the custody of such bankers' acceptance form as it uses in the custody of its own property of a similar nature.


		(c)	Other
                                            Terms: Each Bankers' Acceptance shall:



		(i)	subject
                                            to availability, have a term selected by the Borrower of not less than one (1) month and
                                            not more than three (3) months, or such other period as is agreed to by all Lenders under
                                            the Credit Facility from time to time;



		(ii)	have
                                            a maturity date which shall be on a Business Day and not later than the earliest then applicable
                                            Maturity Date; and



		(iii)	be
                                            in a form satisfactory to the applicable Lender.



		(d)	Power
                                            of Attorney Respecting Bankers' Acceptances: As a condition precedent to each Lender's
                                            obligation to accept Bankers' Acceptances hereunder, the Borrower agrees to the power of
                                            attorney annexed hereto as Schedule "H", enabling such Lender to execute and
                                            deliver Bankers' Acceptances for and on behalf of the Borrower.



		(e)	Applicability
                                            of DBNA: It is the intention of the parties that all Bankers' Acceptances accepted by
                                            the Lenders (other than a Lender which elects to accept Bankers' Acceptances in the form
                                            of bills of exchange instead of Depository Bills) under this Agreement shall be issued in
                                            the form of a Depository Bill, be deposited with and be made payable to a "clearing
                                            house" (as defined in the Depository Bills and Notes Act (Canada)). The Agent
                                            and the Lenders shall effect the following practices and procedures and, subject to the approval
                                            of the Majority Lenders, establish and notify the Borrower and the Lenders of any additional
                                            procedures, consistent with the terms of this Agreement and the requirements of the Depository
                                            Bills and Notes Act (Canada), as are reasonably necessary to accomplish such intention:



		(i)	each
                                            Bankers' Acceptance accepted and purchased by a Lender hereunder shall have marked prominently
                                            and legibly on its face and within its text, at or before the time of issue, the words "This
                                            is a depository bill subject to the Depository Bills and Notes Act";



		(ii)	any
                                            reference to authentication of such Bankers' Acceptance will be removed; and



		(iii)	such
                                            Bankers' Acceptance shall not be marked with any words prohibiting negotiation, transfer
                                            or assignment of it or of an interest in it.



		(f)	BA
                                            Equivalent Loans: Notwithstanding the foregoing provisions of this Section 3.5,
                                            a Non-Acceptance Lender shall, in lieu of accepting and purchasing Bankers' Acceptances,
                                            make a BA Equivalent Loan. The amount of each BA Equivalent Loan shall be equal to the Discount
                                            Proceeds which would be realized from a hypothetical sale of those Bankers' Acceptances which
                                            such Lender would otherwise be required to accept and purchase as part of a Drawdown, Conversion
                                            or Rollover of Bankers' Acceptances. To determine the amount of such Discount Proceeds, the
                                            hypothetical sale shall be deemed to take place at the Non-Acceptance Discount Rate for such
                                            Borrowing. Any BA Equivalent Loan shall be made on the relevant Drawdown Date, Borrowing
                                            Conversion Date or Borrowing Rollover Date, as the case





    	 	- 43 -	 



     


    

may
be, and shall remain outstanding for the term of the relevant Drawdown of, Conversion into or Rollover of, Bankers' Acceptances. Concurrently
with the making of a BA Equivalent Loan, a Non-Acceptance Lender shall be entitled to deduct therefrom an amount equal to the stamping
fees which such Lender would otherwise be entitled to receive pursuant to Section 5.4 as part of such
Borrowing if such Borrowing was a Bankers' Acceptance, based on the amount payable (including interest) on the maturity date of such
BA Equivalent Loan. Upon the maturity date for such Bankers' Acceptances, the Borrower shall pay to each Non-Acceptance Lender in respect
of that Non-Acceptance Lender's BA Equivalent Loan an amount equal to the face amount of the Bankers' Acceptances which that Non-Acceptance
Lender would have accepted and purchased at the Non-Acceptance Discount Rate for such Borrowing had that Non-Acceptance Lender been a
Schedule I Bank, Schedule II Bank or Schedule III Bank. All references in this Agreement to "Borrowings" and "Bankers'
Acceptances" shall, unless otherwise expressly provided herein or unless the context otherwise requires, be deemed to include BA
Equivalent Loans made by a Non-Acceptance Lender as part of a Drawdown of, Conversion into or Rollover of Bankers' Acceptances.


		(g)	Deemed
                                            Conversion of Bankers' Acceptances: If the Borrower fails to pay the applicable Lender
                                            the face amount of each Bankers' Acceptance accepted by such Lender on its maturity date
                                            as required by Section 3.5(b), or, in the case of a Non-Acceptance Lender which has
                                            made a BA Equivalent Loan, to pay that Non-Acceptance Lender the amount of its BA Equivalent
                                            Loan plus interest on the maturity date of that loan as required by Section 3.5(f),
                                            then the Agent shall effect a Conversion of that Borrowing into a Prime Loan of the entire
                                            amount of such Borrowing, including all interest due in the case of BA Equivalent Loans,
                                            as if the Borrower had given a Notice of Conversion to the Agent to that effect in accordance
                                            with Section 3.8.



	3.6	Agent's
                                            Duties re Bankers' Acceptances



		(a)	Advice
                                            to the Lenders: The Agent, promptly following receipt from the Borrower of a Notice of
                                            Drawdown by way of Bankers' Acceptances, a Notice of Conversion where a Borrowing of another
                                            type is to be converted into a Borrowing by way of Bankers' Acceptances (or BA Equivalent
                                            Loans in lieu thereof) or a Notice of Rollover in respect of a Borrowing by way of Bankers'
                                            Acceptances (or BA Equivalent Loans made in lieu thereof), shall compute the funding details
                                            of such Drawdown, Conversion or Rollover (in compliance with Section 3.11(a)) and shall
                                            advise each applicable Lender forthwith of the amount of each issue of Bankers' Acceptances
                                            to be accepted and purchased (or the amount of the BA Equivalent Loans to be made in lieu
                                            thereof) by such Lender. Prior to 12:00 noon (Toronto time) on the Drawdown Date, Borrowing
                                            Conversion Date or Borrowing Rollover Date, as applicable, the Agent shall provide advice
                                            by facsimile to the Borrower and each applicable Lender of the face amount of each issue
                                            of Bankers’ Acceptances, the Discount Rate, the Discount Proceeds of sale deliverable
                                            in respect thereof and the term thereof, which term in respect of each Borrowing shall be
                                            identical for all applicable Lenders.



		(b)	Completion
                                            of Bankers' Acceptance: Upon receipt of the advice pursuant to Section 3.6(a), each
                                            applicable Lender, other than a Non-Acceptance Lender, is thereupon authorized to execute
                                            bankers' acceptances as the duly authorized attorney of the Borrower, in accordance with
                                            the particulars so advised by the Agent.



	3.7	Letters
                                            of Credit



		(a)	Availability:
                                            Subject to the provisions hereof, the relevant Fronting Bank shall issue Letters of Credit
                                            in accordance with Section 3.7(c); provided that, subject to Section 4.2,
                                            at no time shall the Equivalent Amount in US Dollars of the aggregate undrawn face amount
                                            of all outstanding Letters of Credit issued by all Fronting Banks exceed US$500,000,000,
                                            and at no time shall





    	 	- 44 -	 



     


    

the
Equivalent Amount in US Dollars of the aggregate undrawn face amount of all Letters of Credit issued by the same Fronting Bank exceed
its Fronting Bank Commitment. The issuance of each Letter of Credit shall constitute a Drawdown hereunder and shall reduce the availability
of the Credit Facility by the undrawn face amount of such Letter of Credit.


		(b)	Currency
                                            and Form: Each Letter of Credit issued pursuant hereto shall be denominated in Cdn. Dollars
                                            or US Dollars and amounts payable thereunder shall be paid in the currency in which such
                                            Letter of Credit is denominated. Each Letter of Credit shall have an expiration date not
                                            in excess of one year from the date of issue and not later than the earliest then applicable
                                            Maturity Date. Each Letter of Credit issued hereunder shall be in a form satisfactory to
                                            the Fronting Bank, acting reasonably and in accordance with its usual and customary practices
                                            and shall, unless agreed otherwise by the Fronting Bank, the Borrower and the Agent with
                                            respect to letters of credit, be issued subject to the Uniform Customs & Practice for
                                            Documentary Credits, International Chamber of Commerce, Publication No. 600 (the "UCP")
                                            (or any replacement thereof) or the International Standby Practices ISP, International Chamber
                                            of Commerce Publication No. 590 (the "ISP98") (or any replacement thereof),
                                            as selected by the Borrower in the Notice of Drawdown (or subject to the UCP if no election
                                            is made), and shall, unless agreed otherwise by the Fronting Bank, the Borrower and the Agent
                                            with respect to letters of guarantee, be issued subject to Uniform Rules for Demand Guarantees,
                                            International Chamber of Commerce, Publication No. 458 (or any replacement thereof).
                                            If so requested by the Borrower, any Letter of Credit may have customary automatic extension
                                            provisions automatically extending, without amendment, for one (1) year periods from the
                                            expiration date of such Letter of Credit, or any future expiration date, unless, not more
                                            than sixty (60) days and not less than thirty (30) days (or such other period of time as
                                            may be agreed upon by the Fronting Bank and the Borrower, each acting reasonably) prior to
                                            any expiration date, the Fronting Bank shall notify the beneficiary of such Letter of Credit
                                            by registered mail that such Letter of Credit will not be extended for any such additional
                                            period; provided that in no event shall any such extended expiration date be later
                                            than the earliest then applicable Maturity Date.



		(c)	Procedure
                                            for Issuance and Rollover of Letters of Credit



		(i)	The
                                            Borrower may request that the Fronting Bank issue a Letter of Credit pursuant to this Section 3.7
                                            by delivering a Notice of Drawdown to the Agent pursuant to Section 3.3 and by delivering
                                            to the Fronting Bank at the Fronting Bank's Branch of Account a copy of such Notice of Drawdown
                                            together with a letter of credit application and indemnity in the Fronting Bank's then customary
                                            form (as such form may be modified from time to time, the "Letter of Credit Application"),
                                            completed to the satisfaction of the Fronting Bank, acting reasonably, together with the
                                            proposed form of such Letter of Credit (which shall comply with the applicable requirements
                                            set forth herein) and such other certificates, documents and other papers and information
                                            as the Fronting Bank may reasonably request; provided that the terms of the Letter
                                            of Credit Application shall be in addition to and shall not derogate from the terms of this
                                            Agreement and provided further that in the event of a conflict between this Agreement
                                            and the Letter of Credit Application, this Agreement shall govern with respect to such conflict
                                            (it being acknowledged that a conflict shall not be deemed to exist by reason only that the
                                            Letter of Credit Application provides for a matter which this Agreement does not).



		(ii)	Within
                                            two (2) Business Days (or such longer period as may be required by the Fronting Bank, acting
                                            reasonably, but in any event not longer than five (5) Business Days) following the date on
                                            which the Fronting Bank shall have received the Notice of Drawdown and the Letter of Credit
                                            Application including the proposed form of the Letter of Credit and such additional certificates,
                                            documents and other papers and





    	 	- 45 -	 



     


    

information
as the Fronting Bank may have reasonably requested in satisfaction of all conditions to the issuance thereof, the Fronting Bank shall
issue such Letter of Credit, provided that all other conditions precedent contained in this Agreement shall have been met as required
thereby. Alternatively, the Fronting Bank may, with the Borrower's consent (which consent shall not be unreasonably withheld), in accordance
with its customary practices, in lieu of issuing the requested performance, standby or documentary letter of credit or letter of guarantee,
cause another bank to issue same against the Fronting Bank's Letter of Credit which shall be a counter guarantee or protective letter
of credit.


		(iii)	The
                                            Borrower may request a Rollover of an existing Letter of Credit by giving a Notice of Rollover
                                            to the Fronting Bank at the Fronting Bank's Branch of Account at least two (2) Business Days
                                            prior to the then current expiry date of such Letter of Credit (provided that the
                                            Fronting Bank may accommodate such Rollovers on shorter notice in its reasonable discretion
                                            and a Notice of Rollover shall not be required in the circumstances contemplated in the proviso
                                            in Section 3.9(c)). If all conditions precedent contained in this Agreement shall have
                                            been met as required thereby, the Fronting Bank shall promptly issue such extension or replacement
                                            of such existing Letter of Credit.



		(d)	Reimbursement
                                            or Conversion of Letters of Credit on Presentation; Fronting Bank Indemnity:



		(i)	Upon
                                            presentation of a Letter of Credit and payment thereunder by the Fronting Bank, the Fronting
                                            Bank shall forthwith notify the Borrower and the Agent of such presentation and payment and
                                            the Borrower shall forthwith pay to and reimburse the Fronting Bank for all amounts paid
                                            by the Fronting Bank pursuant to such Letter of Credit; provided that if the Borrower
                                            does not fully reimburse the Fronting Bank for such amounts, the Borrower shall be deemed
                                            to have effected a Conversion of such Letter of Credit into: (A) a Prime Loan, in the
                                            case of a Letter of Credit denominated in Canadian Dollars; and (B) a USBR Loan, in
                                            the case of a Letter of Credit denominated in US Dollars, in each case to the extent of the
                                            payment made by the Fronting Bank thereunder and not reimbursed by the Borrower.



		(ii)	(A)	If Section 3.7(d)(i) applies
to deem a Conversion to a Loan, each Lender shall, immediately upon request by the Fronting Bank, pay to the Agent for the account of
the Fronting Bank its Lender's Proportion of such deemed Loan.



		(B)	Each
                                            Lender shall immediately on demand indemnify the Fronting Bank to the extent of its Lender's
                                            Proportion of any amount paid or liability incurred by the Fronting Bank under each Letter
                                            of Credit issued by it to the extent that the Borrower does not fully reimburse the Fronting
                                            Bank therefor.



		(C)	If
                                            a Lender does not disburse to the Agent for payment to the Fronting Bank its Lender's Proportion
                                            of any amount under this Section 3.7(d)(ii), then for the purpose only of any distributions
                                            or payments to the Lenders (and not, for greater certainty, for purposes of any obligations
                                            of the Lenders), including any distribution or payment with respect to the Borrower in the
                                            event of any enforcement or realization proceedings or any bankruptcy, winding-up, liquidation,
                                            arrangement, compromise or composition, the applicable Outstandings owing to such Lender
                                            shall be deemed to be nil and the applicable Outstandings owing to the Fronting Bank shall
                                            be increased by the applicable Outstandings owing to such Lender until the amounts owed by





    	 	- 46 -	 



     


    

the
Borrower are outstanding to each Lender in accordance with their respective Lender's Proportions determined without regard to this sentence.


		(D)	Notwithstanding
                                            that any Lender may assign its rights and obligations under this Agreement, the obligations
                                            in this Section 3.7(d) shall continue as obligations of the Persons who were Lenders
                                            at the time each such Letter of Credit was issued, unless the Fronting Bank specifically
                                            releases such Lender from such obligations in writing.



		(e)	Additional
                                            Provisions:



		(i)	Indemnity
                                            and No Lender Liability: The Borrower shall indemnify and save harmless the Lenders,
                                            the Fronting Bank and the Agent against all claims, losses, costs, expenses or damages to
                                            the Lenders, the Fronting Bank 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 Bank or the Agent or any other Person in connection therewith, including, without
                                            limitation, all costs relating to any legal process or proceeding instituted by any party
                                            restraining or seeking to restrain the Fronting Bank from accepting or paying any LC Draft
                                            or any amount under any such Letter of Credit, except for any of such resulting from the
                                            Agent's, Lenders' or Fronting Bank's gross negligence or wilful misconduct (as determined
                                            by a final non-appealable judgment of a court of competent jurisdiction). The Borrower also
                                            agrees that the Lenders, the Fronting Bank 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 Bank or the
                                            Agent or any other Person in connection therewith, except as a result of the Agent's, Lenders'
                                            or Fronting Bank's gross negligence or wilful misconduct (as determined by a final non-appealable
                                            judgment of a court of competent jurisdiction).



		(ii)	No
                                            Obligation to Inquire: The Borrower hereby acknowledges and confirms to the Fronting
                                            Bank that the Fronting Bank shall not be obliged to make any inquiry or investigation as
                                            to the right of any beneficiary to make any claim or request any payment under a Letter of
                                            Credit and payment by the Fronting Bank pursuant to a Letter of Credit shall not be withheld
                                            by the Fronting Bank by reason of any matters in dispute between the beneficiary thereof
                                            and the Borrower. The sole obligation of the Fronting Bank with respect to Letters of Credit
                                            is to cause to be paid any LC Draft drawn or purporting to be drawn in accordance with the
                                            terms of the applicable Letter of Credit and for such purpose the Fronting Bank is only obliged
                                            to determine that the LC Draft (including any documents stipulated for production thereunder)
                                            purports to comply with the terms and conditions of the relevant Letter of Credit.



The
Fronting Bank 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 LC Draft, certificate or other document presented to it pursuant
to a Letter of Credit and the Borrower unconditionally assumes all risks with respect to the same. The 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.


		(iii)	Obligations
                                            Unconditional: The obligations of the 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, without limitation, any





    	 	- 47 -	 



     


    

lack
of validity or enforceability of a Letter of Credit, or any LC Draft paid or acted upon by the Fronting Bank or any of its correspondents
being fraudulent, forged or invalid or any defenses or claims which the Borrower may have against any beneficiary or transferee of any
Letter of Credit. The obligations of the 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.


		(iv)	Fronting
                                            Bank Actions: Any action, inaction or omission taken or suffered by the Fronting Bank
                                            or by any of the Fronting Bank's correspondents under or in connection with a Letter of Credit
                                            or any LC Draft made thereunder, if in good faith and in conformity with foreign or domestic
                                            laws, regulation or customs applicable thereto and the terms of the Letter of Credit shall
                                            be binding upon the Borrower and shall not expose the Fronting Bank or any of its correspondents
                                            to any resulting liability to the Borrower.



		(f)	Designation
                                            and Termination of Fronting Banks:



		(i)	Subject
                                            to Section 3.7(f)(ii)(B), the term of the Fronting Bank Commitment of any Fronting Bank shall
                                            be the same as the term of the Commitment of such Fronting Bank.



		(ii)	In
                                            connection with its response to any Request for Extension, a Fronting Bank shall either:



		(A)	extend
                                            its Fronting Bank Commitment to the Maturity Date specified in such Request for Extension
                                            at the same amount, a lower amount or a higher amount, in each case with the consent of the
                                            Agent and the Borrower; or



		(B)	terminate
                                            its Fronting Bank Commitment effective on the expiration of its then current Maturity Date.



		(iii)	With
                                            the consent of the Agent, the Borrower shall be entitled from time to time to:



		(A)	designate
                                            any Lender to be a Fronting Bank by providing a written notice of such designation to the
                                            Agent (which notice shall include the consent to such designation by such Lender); or



		(B)	terminate
                                            a Lender as a Fronting Bank by providing a written notice of such termination to the Agent;



provided
that at any one time there shall be no more than five (5) Fronting Banks which are eligible to issue Letters of Credit under this
Section 3.7.


		(iv)	If
                                            the Borrower elects to terminate a Fronting Bank as a Fronting Bank pursuant to Section 3.7(f)(iii),
                                            then such Fronting Bank shall no longer be required to issue Letters of Credit or Rollover
                                            existing Letters of Credit and, if the Fronting Bank requests in writing, the Borrower shall
                                            use its reasonable commercial efforts to replace all outstanding Letters of Credit issued
                                            by such Fronting Bank as soon as practicable with Letters of Credit issued by another Fronting
                                            Bank; provided that such Fronting Bank shall remain a Fronting Bank with respect to
                                            all outstanding Letters of Credit issued by it until all such Letters of Credit have been
                                            either replaced, expired or been presented for payment and all payments required to be made
                                            to such Fronting Bank by the Borrower and/or the other Lenders pursuant to this Section 3.7
                                            as a result of





    	 	- 48 -	 



     


    

any
payment made under any Letter of Credit issued by such Fronting Bank have been made.


		(g)	Use
                                            of Fronting Banks: Subject to the limits in Section 3.7(a), the Borrower shall have
                                            the right to select which Fronting Bank will issue any particular Letter of Credit and may,
                                            in its discretion, enter into agreements with or request bids from one or more Fronting Banks
                                            relating to fronting bank fees to be charged for Letters of Credit to be issued hereunder.
                                            Each such fronting fee shall be in such amount as may be agreed to between the Borrower and
                                            the applicable Fronting Bank, each in its sole discretion.



	3.8	Conversion
                                            Option



		(a)	The
                                            Borrower may, during the term of this Agreement, upon giving the Agent a Notice of Conversion
                                            in accordance with the same period of notice set out in Section 3.3 in respect of the
                                            type of Borrowing to which any Borrowing is being converted, convert any Borrowing to another
                                            type of Borrowing, provided that, subject to Section 3.10:



		(i)	Bankers'
                                            Acceptances may be converted only on their maturity dates;



		(ii)	Term
                                            Benchmark Loans may only be converted on the last day of the applicable Interest Period;



		(iii)	the
                                            amount converted represents at least the minimum permitted amount of the resulting Borrowings,
                                            as set forth in Section 3.3; and



		(iv)	Letters
                                            of Credit may only be converted in the circumstances contemplated in Sections 3.7(d)(i)
                                            and 3.7(d)(ii) and do not require delivery of a Notice of Conversion.



		(b)	If
                                            the Conversion of a Borrowing hereunder involves a change in the currency of such Borrowing,
                                            the principal amount of the Borrowing following the Conversion (the "Converted Borrowing")
                                            shall be the Equivalent Amount, determined as of the date on which a Notice of Conversion
                                            in respect of such Conversion is given pursuant to Section 3.8(c), in the currency of
                                            the Converted Borrowing of the whole or the part of the Borrowing being converted. On the
                                            Borrowing Conversion Date therefor, the Borrower shall pay to the applicable Lenders the
                                            relevant amount being converted and such Lenders shall in exchange deliver to the Borrower
                                            such Equivalent Amount.



		(c)	Notices
                                            of Conversion to be given by the Borrower pursuant to this Section 3.8 shall be substantially
                                            in the form of Schedule "C" together with, in the case of a Conversion to
                                            a Borrowing by way of Bankers' Acceptances (or BA Equivalent Loans in lieu thereof), Schedule "B",
                                            and shall be given in the manner provided in Section 3.3.



	3.9	Rollover
                                            Option



		(a)	The
                                            Borrower may, during the term of this Agreement, upon giving the Agent a Notice of Rollover
                                            in accordance with the same period of notice set out in Section 3.3 in respect of the
                                            type of Borrowing which is being rolled over, (i) Rollover any Term Benchmark Loan (on
                                            the last day of the applicable Interest Period) to a new Term Benchmark Loan for a further
                                            Interest Period, (ii) Rollover a Bankers' Acceptance (on the maturity date of such Bankers'
                                            Acceptance) or a BA Equivalent Loan (on the maturity date of such BA Equivalent Loan) into
                                            another Bankers' Acceptance or BA Equivalent Loan (as the case may be) or (iii) Rollover
                                            any Letters of Credit (on or before the then current expiry date of such Letter of Credit)
                                            to an extended or replacement Letter of Credit.





    	 	- 49 -	 



     


    

		(b)	The
                                            Discount Proceeds of the replacement Bankers' Acceptances or BA Equivalent Loans (as the
                                            case may be) shall be retained by the Agent to be applied by it to:



		(i)	the
                                            stamping fees payable pursuant to Section 5.4 in respect of the replacement Bankers'
                                            Acceptances or BA Equivalent Loans (as the case may be); and 



		(ii)	the
                                            principal amount of the maturing Bankers' Acceptance or BA Equivalent Loan (as the case may
                                            be); 



and
the Borrower shall pay to the Agent, on the maturity date of the maturing Banker's Acceptance or BA Equivalent Loan (as the case may
be), an amount equal to the difference between:


		(iii)	the
                                            aggregate of the principal amount at maturity of the maturing Bankers' Acceptance or BA Equivalent
                                            Loan (as the case may be), and the stamping fees payable pursuant to Section 5.4 in
                                            respect of the replacement Bankers' Acceptances or BA Equivalent Loans (as the case may be);
                                            and 



		(iv)	the
                                            Discount Proceeds of the replacement Banker's Acceptances or BA Equivalent Loans (as the
                                            case may be).



		(c)	Notices
                                            of Rollover to be given by the Borrower pursuant to this Section 3.9 shall be substantially
                                            in the form of Schedule "D" together with, in the case of a Rollover of a
                                            Borrowing by way of Bankers' Acceptances (or BA Equivalent Loans in lieu thereof), Schedule "B",
                                            and shall be given in the manner provided in Section 3.3; provided that any automatic
                                            extension of a Letter of Credit which occurs pursuant to its terms and without any further
                                            act on the part of the Fronting Bank shall not require delivery of a Notice of Rollover.



	3.10	Notice
                                            and Additional Repayment Requirements



		(a)	Notice:
                                            The Borrower shall give the Agent at the Agent's Branch of Account prior notice of each
                                            repayment of Borrowings (for certainty, other than a repayment solely from funds derived
                                            from further Borrowings and other than a reimbursement of a drawing under a Letter of Credit),
                                            in accordance with the same period of notice as was required for such Borrowing, based upon
                                            the basis of such Borrowing and the amount being repaid as provided for in Section 3.3,
                                            such notice to be substantially in the form of Schedule "A" and to be given
                                            in the manner provided in Section 3.3.



		(b)	Term
                                            Benchmark Loan Breakage Costs: In the event the Borrower wishes to repay Term Benchmark
                                            Loans comprising a Borrowing prior to the last day of the applicable Interest Period, the
                                            Borrower shall so notify the Agent, and provided the Borrower and each Lender which participated
                                            in such Borrowing have agreed upon the amount of the indemnity payable to such Lender pursuant
                                            to Section 11.2(e) in respect of such repayment, the Borrower may repay such Term Benchmark
                                            Loans and pay such indemnity and such Term Benchmark Loans shall not thereafter be deemed
                                            to be outstanding as Term Benchmark Loans hereunder.



		(c)	Deposits
                                            for Bankers' Acceptances: In the event the Borrower wishes to prepay Bankers' Acceptances
                                            comprising a Borrowing on a date other than their maturity dates, the Borrower shall so notify
                                            the Agent, and, if the Borrower and the Agent have agreed upon the amount to be deposited
                                            into a Cash Coverage Account in order to yield on such maturity date the face amount of such
                                            Bankers' Acceptances, and if such amount has been so deposited with the Agent as prepayment
                                            of such Bankers' Acceptances, such Bankers' Acceptances shall not thereafter be deemed to
                                            be outstanding as Bankers' Acceptances hereunder. All such





    	 	- 50 -	 



     


    

amounts
in the Cash Coverage Account shall be applied to satisfy the obligations of the Borrower for the relevant Bankers' Acceptances on their
maturity dates and the Agent is hereby irrevocably directed by the Borrower to so apply any such amount in the Cash Coverage Account.


		(d)	Cancellation
                                            or Deposits for Letters of Credit: In the event the Borrower wishes to prepay any Letter
                                            of Credit comprising a Borrowing prior to the expiry thereof, the Borrower shall so notify
                                            the Agent and the Fronting Bank and shall either return such Letter of Credit for cancellation
                                            (together with a letter from the beneficiary of such Letter of Credit which consents to such
                                            cancellation) or deposit an amount equal to the undrawn face amount of such Letter of Credit
                                            into a Cash Coverage Account with the Agent as cash cover for the Fronting Bank's contingent
                                            obligation under such Letter of Credit. If such Letter of Credit is returned for cancellation
                                            or if an amount equal to the undrawn face amount of such Letter of Credit has been deposited
                                            with the Agent as cash cover for such Letter of Credit, such Letter of Credit shall not thereafter
                                            be deemed to be outstanding as a Letter of Credit hereunder. Such cash cover shall be applied
                                            to satisfy the obligations of the Borrower for such Letters of Credit as payments are made
                                            thereunder and the Agent is hereby irrevocably directed by the Borrower to so apply any such
                                            cash cover. In addition, interest on such deposited amounts at the rate customarily offered
                                            by the Agent for deposits of similar amounts shall be for the account of the Borrower and
                                            may be withdrawn by the Borrower. After expiry of the Letters of Credit for which such funds
                                            are held and application by the Agent of the amounts in such Cash Coverage Account to satisfy
                                            the obligations of the Borrower hereunder with respect to the Letters of Credit being repaid,
                                            any remaining excess in such Cash Coverage Account shall be promptly paid by the Agent to
                                            the Borrower.



	3.11	Pro-Rata
                                            Treatment of Borrowings



		(a)	Pro-Rata
                                            Borrowings: Except as otherwise provided herein, each Borrowing and each basis of Borrowing
                                            shall be made available by each Lender, and all repayments and reductions in respect thereof,
                                            shall be made and applied in a manner so that the Borrowings outstanding hereunder to each
                                            such Lender and each basis of Borrowing made available hereunder by each such Lender will,
                                            to the extent practicable, and, subject always to the provisions of this Agreement, thereafter
                                            be in the proportions required by the next sentence. The Agent is authorized by the Borrower
                                            and each Lender to determine from time to time the relative amount of Borrowings to be outstanding
                                            hereunder to each Lender, each basis of Borrowing to be made available by each Lender and
                                            the application of repayments and reductions of Borrowings to give effect to the provisions
                                            of this Agreement, it being the intention that, subject to the other provisions of this Agreement,
                                            the Outstandings of each Lender shall be in the same proportion of the total Outstandings
                                            of all Lenders as its Syndicated Commitment is of the Total Syndicated Commitment; provided
                                            that no Lender shall, as a result of any such determination, be owed Outstanding Principal
                                            in an amount which is in excess of the amount of its Syndicated Commitment.



		(b)	Agent's
                                            Discretion on Allocation: In the event it is not practicable to allocate each basis of
                                            Borrowing in accordance with Section 3.11(a) by reason of the occurrence of the circumstances
                                            described in Article 10, or if such allocation would not result in each Lender accepting
                                            drafts to become Bankers' Acceptances such that each draft so accepted is in a whole multiple
                                            of Cdn. $100,000, the Agent is authorized by the Borrower and each Lender to make an
                                            allocation, which allocation shall be as set forth in the advice provided by the Agent to
                                            the Borrower and each Lender pursuant to Section 3.6(a) (in the case of an allocation
                                            to ensure each Bankers' Acceptance will be in a multiple of Cdn. $100,000), which the
                                            Agent determines in its sole discretion is equitable in the circumstances.





    	 	- 51 -	 



     


    

		(c)	Further
                                            Assurances by Borrower: To the extent reasonably possible, the Borrower and each Lender
                                            agrees to be bound by and to do all things necessary or appropriate to give effect to the
                                            provisions of this Section 3.11.



	3.12	Extension
                                            of Maturity Date



		(a)	Request
                                            for Extension: The Borrower may, at its option and from time to time (but not more than
                                            once in a calendar year), by delivering to the Agent at the Agent's Branch of Account an
                                            executed Request for Extension, request those Lenders which have not become Non-Extending
                                            Lenders pursuant to this Section 3.12 (except to the extent Section 3.12(h) applies)
                                            (in this Section 3.12, the "Requested Lenders") to issue a Notice of
                                            Extension to extend the then current Maturity Date with respect to the Commitments of such
                                            Requested Lenders to a date specified therein, which shall be not later than five years from
                                            the date (in this Section 3.12, the "Extension Date") which is 90 days
                                            after the date of such Request for Extension.



		(b)	Delivery
                                            of Request and Response Thereto: Upon receipt from the Borrower of an executed Request
                                            for Extension, 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 Borrower, advise the Agent in writing as to whether such Requested
                                            Lender will agree to extend the then current Maturity Date in respect of its Commitment;
                                            provided that, if any such Requested Lender shall fail to so advise the Agent within
                                            such 30 day period, then such Requested Lender shall be deemed to have denied such Request
                                            for Extension. The determination of each Requested Lender as to whether or not to extend
                                            the Maturity Date shall be made by each such Requested Lender in its sole discretion.



		(c)	Agent's
                                            Response to the Borrower: Within five days after the expiry of the aforementioned 30
                                            day period, the Agent shall:



		(i)	if:



		(A)	all
                                            Requested Lenders are in agreement with delivering a Notice of Extension; or



		(B)	less
                                            than all Requested Lenders are in agreement with delivering a Notice of Extension, but, subject
                                            to Section 3.12(h)(ii), Requested Lenders having Commitments which, in aggregate, represent
                                            662/3% or more of all outstanding Commitments of all Requested Lenders
                                            are in agreement with delivering a Notice of Extension;



(each
Requested Lender being in agreement with delivering a Notice of Extension being an "Extending Lender" for the purposes
of this Section 3.12), deliver to the Borrower (with a copy to each Extending Lender) a Notice of Extension on behalf of all Extending
Lenders, executed by the Agent and, in the circumstance where not all Requested Lenders are Extending Lenders, advise the Borrower of:


		(C)	which
                                            Requested Lenders are not in agreement with extending the Maturity Date (in this Section 3.12,
                                            each a "Non-Extending Lender"); and



		(D)	the
                                            amount of each Non-Extending Lender's Commitments and Outstandings as at such date; or



		(ii)	if
                                            neither of the conditions in Sections 3.12(c)(i)(A) and (B) have been met, notify the
                                            Borrower that the Request for Extension has not received the agreement of





    	 	- 52 -	 



     


    

Requested
Lenders which, subject to Section 3.12(h)(ii), have Commitments which, in aggregate, represent at
least 662/3% of all outstanding Commitments of all Requested Lenders (including therein the identity of the Requested
Lenders which are not in agreement with extending the Maturity Date and the amount of each such Requested Lender's Commitments and Outstandings
at such date) and has therefore been denied.


The
failure of the Agent within the aforementioned five day period to deliver a Notice of Extension, as provided in Section 3.12(c)(i)
above, shall be deemed to be notification by the Agent to the Borrower that the Requested Lenders have denied the Request for Extension,
and, in such circumstances, the Maturity Date shall not be extended for any of the Requested Lenders.


		(d)	Extension
                                            of Maturity Date: Upon delivery by the Agent to the Borrower of a Notice of Extension
                                            pursuant to Section 3.12(c)(i), the Maturity Date for all Extending Lenders shall be
                                            extended to the Maturity Date specified in the relevant Request for Extension.



		(e)	Commitments
                                            of Non-Extending Lenders: If in any instance a Notice of Extension has been delivered
                                            in circumstances in which not all of the Requested Lenders are Extending Lenders, then, on
                                            or prior to the relevant Extension Date:



		(i)	the
                                            Borrower may require any Non-Extending Lender in respect of the relevant Request for Extension
                                            to (and such Non-Extending Lender shall thereupon become obligated to) assign all or part
                                            of its rights and obligations under the Loan Documents (for purposes of this Section 3.12,
                                            the "Assigned Interests") to:



		(A)	any
                                            Extending Lenders which have agreed to increase their Commitments and purchase the Assigned
                                            Interests; and 



		(B)	to
                                            the extent the Assigned Interests are not assigned to Extending Lenders in accordance with
                                            paragraph (A) above, any financial or other institutions selected by the Borrower and acceptable
                                            to the Agent and the Fronting Banks, each acting reasonably.



The
Borrower shall provide the Agent with written notice of its desire to proceed under this Section 3.12(e)(i) (which notice the Agent
shall promptly provide to each Extending Lender), and the Extending Lenders shall be entitled to purchase such of the Assigned Interests
as they may request (pro rata, in proportion to the Commitments of those Extending Lenders wishing to purchase Assigned Interests,
or otherwise as such Extending Lenders may agree) by written notice to the Agent and the Borrower within 10 days after receipt of such
notice, before any Assigned Interests may be assigned to third party financial or other institutions. Such assignments, in any event,
shall be effective upon:


		(C)	execution
                                            of an agreement substantially in the form of Schedule "I";



		(D)	payment
                                            to the relevant Non-Extending Lender (in immediately available funds) by the relevant assignee
                                            of an amount equal to the relevant Loan Indebtedness owing to such Non-Extending Lender in
                                            regard to the Assigned Interests;



		(E)	payment
                                            by the relevant assignee to the Agent (for the Agent's own account) of the transfer fee contemplated
                                            in Section 16.9; 





    	 	- 53 -	 



     


    

		(F)	provision
                                            satisfactory to such Non-Extending Lender (acting reasonably) being made for payment at maturity
                                            of the face amount of outstanding Bankers' Acceptances accepted by it in regard to the Assigned
                                            Interests and 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 Term
                                            Benchmark Loans outstanding hereunder in regard to the Assigned Interests; and



		(G)	provision
                                            satisfactory to such Non-Extending Lender (acting reasonably) being made for the indemnification,
                                            cash collateralization or release of such Non-Extending Lender from its obligations relating
                                            to any Letters of Credit which form part of the Assigned Interests, including its obligations
                                            under Section 3.7(d) in regard to the Assigned Interests.



Upon
such assignment and transfer becoming effective, the Non-Extending Lender shall have no further right, interest, benefit or obligation
hereunder to the extent of the Assigned Interests assigned by that Lender, and each assignee thereof shall succeed to the position of
such Lender to the extent of the portion of the Assigned Interests acquired by such assignee as if the assignee was an original Lender
hereunder in regard thereto in the place and stead of such Non-Extending Lender; and


		(ii)	to
                                            the extent that the Borrower has not caused any Non-Extending Lenders in respect of such
                                            Request for Extension to assign their respective rights and obligations under the Loan Documents
                                            to one or more Extending Lenders and/or other financial or other institutions as provided
                                            in paragraph (i) above, the Borrower may, at its option, notwithstanding any other provisions
                                            hereof, but only if no Default or Event of Default then exists, by further notice to the
                                            Agent, repay to such Non-Extending Lenders all Loan Indebtedness owed to such Non-Extending
                                            Lenders, without making corresponding repayment to any other Lenders, and make provision
                                            satisfactory to each relevant Non-Extending Lender (acting reasonably) for (A) payment at
                                            maturity of the face amount of all outstanding Bankers' Acceptances accepted by such Non-Extending
                                            Lender, (B) payment of all costs, losses, premiums or expenses incurred by such Non-Extending
                                            Lender by reason of a liquidation or re-deployment of deposits or other funds in respect
                                            of all outstanding Term Benchmark Loans owed to such Non-Extending Lender, and (C) indemnification,
                                            cash collateralization or release of such Non-Extending Lender from its obligations relating
                                            to all outstanding Letters of Credit including its obligations under Section 3.7(d).
                                            Upon such payments and provisions being made, each such Non-Extending Lender shall cease
                                            to be a Lender and its Commitments shall be cancelled and the Total Syndicated Commitment
                                            reduced accordingly.



		(f)	Non-Extending
                                            Lenders:  If the rights and obligations of a Non-Extending Lender under the Loan Documents
                                            are not assigned in accordance with Section 3.12(e)(i) or the Loan Indebtedness of a
                                            Non-Extending Lender is not repaid in accordance with Section 3.12(e)(ii), then such
                                            Non-Extending Lender shall continue to be obliged to make its Lender's Proportion of Borrowings
                                            available to the Borrower on a revolving basis prior to the Maturity Date applicable to its
                                            Commitments and on such date:



		(i)	the
                                            Commitments of such Non-Extending Lender shall be automatically cancelled and all Loan Indebtedness
                                            then owing to such Non-Extending Lender hereunder shall be repaid in full; and





    	 	- 54 -	 



     


    

		(ii)	the
                                            Total Syndicated Commitment shall be deemed to be reduced by the amount of such cancelled
                                            Syndicated Commitment;



provided
that, notwithstanding Section 3.12(e) or any other provision herein, at any time prior to such Maturity Date, the Borrower may
require any Non-Extending Lender to assign all or (subject to Section 16.9(a)) a portion of its rights and obligations under the
Credit Facility in the same manner and subject to the same procedures as are contemplated in Section 3.12(e)(i) above and, upon
such assignment becoming effective, each assignee shall be deemed to be an Extending Lender and the Maturity Date applicable to the Assigned
Interests shall be extended to the Maturity Date applicable to the Commitments of the Extending Lenders; and provided, further,
that where the proposed Assigned Interests are less than the aggregate Commitments of all of the Non-Extending Lenders, the Borrower
shall ensure that the Commitments of all (but not less than all) of the Non-Extending Lenders are assigned or cancelled either (A) by
requiring some or all of the Non-Extending Lenders to (and such Non-Extending Lender shall thereupon become obligated to) assign to the
proposed assignee or assignees the same proportion of their respective Commitments as their respective Commitments bear to the aggregate
Commitments of all Non-Extending Lenders or (B) if no Default or Event of Default then exists, by repaying to some or all of the Non-Extending
Lenders all Loan Indebtedness owing hereunder to the Non-Extending Lenders in the same manner as is contemplated in Section 3.12(e)(ii)
above.


		(g)	Further
                                            Extensions of the Maturity Date: This Section 3.12 shall apply from time to time
                                            to facilitate successive extensions and requests for extensions of the Maturity Date. The
                                            Borrower shall not be entitled to request any action or give any notice under this Section 3.12
                                            or receive any extension of the Maturity Date in respect of any Commitment so long as there
                                            exists a Default or an Event of Default which has not been waived by the Lenders.



		(h)	Extensions
                                            from Non-Extending Lenders: The Borrower may, at its option and from time to time (but
                                            only pursuant to the delivery of an executed Request for Extension pursuant to Section 3.12(a)),
                                            request any Non-Extending Lender to extend the then current Maturity Date with respect to
                                            the Commitments of such Non-Extending Lender to the proposed Maturity Date requested in such
                                            Request for Extension. In these circumstances:



		(i)	the
                                            Request for Extension shall expressly refer to such Non-Extending Lender and shall be provided
                                            by the Agent to such Non-Extending Lender;



		(ii)	such
                                            Non-Extending Lender shall be included as one of the Requested Lenders for all purposes of
                                            Section 3.12 (except for the purposes of making the percentage calculation contemplated
                                            in Section 3.12(c)(i)(B) or 3.12(c)(ii));



		(iii)	upon
                                            the agreement of such Non-Extending Lender to extend the Maturity Date and the delivery of
                                            the applicable Notice of Extension from the Agent to the Borrower, such Non-Extending Lender
                                            shall become an Extending Lender and shall cease to be a Non-Extending Lender; and



		(iv)	in
                                            the event such Non-Extending Lender does not, or is deemed to not, agree to extend the Maturity
                                            Date, Sections 3.12(e) and 3.12(f) shall continue to apply to such Non-Extending Lender
                                            as they applied prior to the giving of such Request for Extension.



	3.13	Increase
                                            in Credit Facility



The
Borrower may, at any time and from time to time, add additional financial institutions hereunder as Lenders and/or, with the consent
of the applicable Lender (which may be given or withheld in its




    	 	- 55 -	 



     


    

sole
discretion), increase the Commitment of such Lender and, in each case, thereby increase the maximum principal amount of the Credit Facility,
provided that, at the time of any such addition or increase:


		(a)	no
                                            Default or Event of Default has occurred and is continuing;



		(b)	the
                                            Borrower shall have delivered to the Agent:



		(i)	an
                                            officer's certificate of the Borrower confirming the accuracy of (a) above and confirming
                                            (A) its corporate authorization to make such increase, (B) the truth and accuracy of its
                                            representations and warranties contained in this Agreement as of such date, and (C) that
                                            no consents, approvals or authorizations from any Person are required for such increase (except
                                            as have been unconditionally obtained and are in full force and effect, unamended), each
                                            as at the effective date of such increase in the maximum principal amount of the Credit Facility,
                                            and attaching a certified copy of a directors' resolution of the Borrower authorizing any
                                            such increase; and



		(ii)	a
                                            legal opinion with respect thereto in form and substance as may be required by the Agent,
                                            acting reasonably (and such opinion shall, inter alia, opine as to the corporate authorization
                                            of the Borrower to effect such increase);



		(c)	after
                                            giving effect to any such increase, the maximum principal amount of the Credit Facility shall
                                            not exceed US$1,800,000,000;



		(d)	the
                                            Agent and the Fronting Banks shall have each consented to such financial institution becoming
                                            a Lender or, in the case of an existing Lender, increasing its Commitment, such consents
                                            not to be unreasonably withheld; and



		(e)	concurrently
                                            with the addition of a financial institution as an additional Lender or the increase of a
                                            Lender's Commitment, such financial institution or Lender, as the case may be, shall purchase
                                            from each Lender such portion of the Outstandings owed to each Lender as may be required
                                            by the Agent, acting reasonably, and as is necessary to ensure that the Outstandings owed
                                            to all Lenders and including therein such additional financial institution and the increased
                                            Commitment of any Lender, are in accordance with the Lender's Proportions of all such Lenders
                                            (including the new financial institution and the increased Commitment of any Lender) and
                                            such financial institution shall execute such documentation as is required by the Agent,
                                            acting reasonably, to novate such financial institution as a Lender hereunder; provided
                                            that with respect to any portion of such Outstandings which is outstanding by way of
                                            Bankers' Acceptance, the new financial institution or such Lender shall provide an indemnity
                                            to the other Lenders (in a form satisfactory to the other Lenders, acting reasonably) in
                                            order to ensure such Bankers' Acceptances are outstanding in accordance with the new Lender's
                                            Proportions.



ARTICLE
4

REPAYMENT AND CANCELLATION


	4.1	Repayment
                                            of Borrowings



		(a)	Mandatory
                                            Repayment of Borrowings: The Borrower covenants and agrees to repay or otherwise reduce
                                            the Borrowings with the effect and requirement that all Borrowings owing to a Lender shall
                                            be repaid on or before the Maturity Date applicable to such Lender.



		(b)	Application
                                            of Payment: Subject to the requirements of Section 4.1(a), in respect of payments
                                            to the Lenders, the Outstandings of each Lender shall be reduced so as to, following such
                                            payment, be in the same proportion as the amount of the Syndicated Commitment of such Lender
                                            at such time bears to the Total Syndicated Commitment.





    	 	- 56 -	 



     


    

	4.2	Exchange
                                            Rate Fluctuations



If,
on the last day of any Fiscal Quarter or any Interest Period , or on the maturity date of an outstanding Banker's Acceptance (each a
"Currency Test Date"), the amount of Outstanding Principal owed to any Lender is in excess of the Syndicated Commitment
of such Lender and the amount of any funds on deposit or letter of credit or other assurance satisfactory to the Agent held for or by
such Lender pursuant to this Section 4.2 (the amount of the excess being the "Currency Excess"), the Borrower shall,
within 10 Business Days of the Currency Test Date, repay or otherwise reduce a portion of Borrowings owed to such Lender to the extent
of the amount of such Currency Excess or provide satisfactory assurance of repayment thereof by depositing funds in an amount equal to
the Currency Excess into a Cash Coverage Account with the Agent on behalf of the relevant Lender, to be dedicated to payment of Borrowings
owed to the relevant Lender or provide satisfactory assurance of repayment thereof by way of letter of credit or otherwise as may be
acceptable to such Lender, all to the satisfaction of the Agent. The Agent is hereby directed to apply any such sums on deposit to reduce
the Currency Excess by applying such funds to satisfy obligations or liabilities of the Borrower under the Credit Facility to the relevant
Lenders under the Loan Documents in respect of Bankers' Acceptances (or BA Equivalent Loans made in lieu thereof) on their maturity or
Term Benchmark Loans at the expiration of Interest Periods, as applicable, or (subject to compliance with Sections 3.10(b) and 3.10(c),
as applicable), at such earlier time as the Borrower elects. Upon the Currency Excess being eliminated by repayments or by virtue of
subsequent changes in the exchange rate for determining the Equivalent Amount in US Dollars of Borrowings on a Currency Test Date, such
funds on deposit, together with interest thereon, or letter of credit or other assurance shall be returned to the Borrower.


	4.3	Cancellation
                                            of Syndicated Commitments



The
Borrower may at any time, at its option and in its sole discretion, upon not less than two (2) Business Days' prior notice to the Agent
substantially in the form of Schedule "A", cancel and reduce without penalty all or any portion of (a) the aggregate
Syndicated Commitments of those Lenders which are not Non-Extending Lenders (as defined in Section 3.12), (b) the aggregate
Syndicated Commitments of those Lenders which are Non-Extending Lenders (as defined in Section 3.12), or (c) any combination
thereof, in minimum amounts of US$10,000,000 and in multiples of US$1,000,000 thereof, by:


		(a)	in
                                            the case of, and to the extent of, the cancellation of all or any portion of the aggregate
                                            Syndicated Commitments of those Lenders which are not Non-Extending Lenders (as defined in
                                            Section 3.12), cancelling the Syndicated Commitment of each such Lender in the same
                                            proportion of the aggregate amount so cancelled as the proportion which such Lender's Syndicated
                                            Commitment is of the total Syndicated Commitments of all such Lenders; and



		(b)	in
                                            the case of, and to the extent of, the cancellation of all or any portion of the aggregate
                                            Syndicated Commitments of those Lenders which are Non-Extending Lenders (as defined in Section 3.12),
                                            cancelling the Syndicated Commitment of each such Lender in the same proportion of the aggregate
                                            amount so cancelled as the proportion which such Lender's Syndicated Commitment is of the
                                            total Syndicated Commitments of all such Lenders; 



provided
that (i) on or prior to the last day of such notice period, the Borrower has repaid or reduced the principal amount of Syndicated
Borrowings owing to each relevant Lender in accordance with Section 3.10(a) in an amount equal to the amount by which the Equivalent
Amount of such Syndicated Borrowings in US Dollars would otherwise be in excess of such Lender's Syndicated Commitment immediately after
the reduction of the Total Syndicated Commitment provided for in such notice and (ii) the cancellation of all of the Syndicated Commitment
of a Lender shall be deemed to be a cancellation of all other Commitments of such Lender. Any such notice of cancellation is irrevocable
and the amount of the Total Syndicated Commitment so cancelled may not be reinstated.




    	 	- 57 -	 



     


    

	4.4	Evidence
                                            of Indebtedness



The
Agent shall open and maintain on the books at the Agent's Branch of Account accounts evidencing the Borrower's liability to the Agent
and each Lender in respect of the Borrowings and other Loan Indebtedness outstanding by the Borrower hereunder. The Agent shall enter
therein the amount and currency of such Borrowings, each payment of principal and interest on the Borrowings and other Loan Indebtedness,
and shall record the Bankers' Acceptances accepted by each Lender, the Letters of Credit issued by each Fronting Bank and all other amounts
becoming due to the Agent and each Lender hereunder (and for such purposes the Agent shall be entitled to rely upon information provided
by the Fronting Bank in respect of any Letter of Credit issued by such Lender). The Accounts constitute, in the absence of manifest error,
prima facie evidence of the Loan Indebtedness of the Borrower to the Agent and each Lender pursuant to this Agreement, the date
and amount of each Borrowing made available to the Borrower, the date and amount of each payment by the Borrower on account of the Loan
Indebtedness owing hereunder.


ARTICLE
5

PAYMENT OF INTEREST AND FEES


	5.1	Payment
                                            of Interest on Prime Loans



The
Borrower shall pay the Agent, on behalf of each Lender, interest on Prime Loans owed to such Lender in Canadian Dollars at the Agent's
Account for Payments at a variable rate per annum equal to the Prime Rate plus any Applicable Pricing Margin from time to time. Each
change in the fluctuating interest rate for the Prime Loans will take place without notice to the Borrower, simultaneously with the corresponding
change in the Prime Rate. Such interest is payable quarterly in arrears on each Interest Date, in respect of the previous Fiscal Quarter,
and shall be calculated on a daily basis, based on the actual number of days elapsed and a year of 365 days, rounded in accordance with
the Agent's usual practices. If, at any time while Prime Loans are outstanding, the Prime Rate is being determined by reference to the
CDOR One Month Rate, the Agent shall promptly advise the Borrower of such fact.


	5.2	Payment
                                            of Interest on USBR Loans



The
Borrower shall pay to the Agent, on behalf of each Lender, interest on USBR Loans owed to such Lender in US Dollars at the Agent's Account
for Payments at a variable rate per annum equal to the US Base Rate plus any Applicable Pricing Margin from time to time. Each change
in the fluctuating interest rate for the USBR Loans will take place without notice to the Borrower, simultaneously with the corresponding
change in the US Base Rate. Such interest is payable quarterly in arrears on each Interest Date, in respect of the previous Fiscal Quarter,
and shall be calculated on a daily basis, based on the actual number of days elapsed and a year of 365 days, rounded in accordance with
Agent's usual practices. If, at any time while USBR Loans are outstanding, the US Base Rate is being determined by reference to the Fed
Funds Rate or the one month Term Benchmark, the Agent shall promptly advise the Borrower of such fact.


	5.3	Payment
                                            of Interest on Term Benchmark Loans



The
Borrower shall pay to the Agent on behalf of each Lender interest on each Term Benchmark Loan owed to such Lender in US Dollars at the
Agent's Account for Payments at the rate, expressed on the basis of a 360 day year, equal to the sum of:


		(a)	the
                                            Term Benchmark applicable to such Term Benchmark Loan for the applicable Interest Period;
                                            and



		(b)	the
                                            Applicable Pricing Margin from time to time.



A
change in the Applicable Pricing Margin will simultaneously cause a corresponding change in the rate of interest payable for a Term Benchmark
Loan. Each determination by the Agent of the rate of




    	 	- 58 -	 



     


    

interest
applicable to a Interest Period shall, in the absence of manifest error, be final, conclusive and binding
upon the Borrower and each Lender. Such interest shall be payable in arrears on each Term Benchmark Interest Date of each Interest Period
applicable to each Term Benchmark Loan, for the period commencing on and including, as applicable, the first day of the applicable Interest
Period or the preceding Term Benchmark Interest Date in such Interest Period, up to but not including such Term Benchmark Interest Date,
and calculated on a daily basis, based on the actual number of days elapsed divided by 360, rounded in accordance with the Agent's usual
practices.


	5.4	Stamping
                                            Fees for Bankers' Acceptances



The
Borrower shall pay to each Lender stamping fees in Canadian Dollars forthwith upon the acceptance by such Lender of each Bankers' Acceptance
issued by the Borrower hereunder (including, for certainty, any Bankers' Acceptances issued and accepted pursuant to Section 3.8
or 3.9) at a rate per 365 day period equal to the Applicable Pricing Margin in effect during the term of such Bankers' Acceptance, calculated
on the face amount of such Bankers' Acceptance and on the basis of the number of days in the term of such Bankers' Acceptance divided
by 365. Fees payable to the Lenders pursuant to this Section 5.4 shall be paid in the manner specified in Section 12.8(b)(ii).
All fees payable pursuant to this Section 5.4 on any date in respect of any issuance of Bankers' Acceptances shall be calculated
by the Agent and payable by the Borrower.


	5.5	Issuance
                                            Fees for Letters of Credit



		(a)	The
                                            Borrower shall pay to the Agent for the account of the Lenders an issuance fee in respect
                                            of each Letter of Credit issued by the Fronting Bank hereunder calculated at a rate per 365
                                            day period equal to the Applicable Pricing Margin in effect during the term of such Letter
                                            of Credit and on the face amount of each such Letter of Credit. The issuance fee shall be
                                            payable quarterly in arrears on the first Business Day of each Fiscal Quarter following the
                                            issuance of the relevant Letter of Credit. 



		(b)	The
                                            Borrower shall pay to the Fronting Bank for its own account a fronting fee forthwith upon
                                            the issuance of each Letter of Credit issued by the Fronting Bank hereunder calculated at
                                            a rate per 365 day period equal to the rate agreed to or bid by the Fronting Bank pursuant
                                            to Section 3.7(g) and on the face amount of each such Letter of Credit.



		(c)	The
                                            Borrower shall from time to time pay to the Fronting Bank for its own account its usual and
                                            customary fees (at the then prevailing rates) for the amendment, delivery and administration
                                            of letters of credit such as the Letters of Credit. 



		(d)	The
                                            Borrower shall receive a refund in respect of any issuance fee and fronting fee paid in respect
                                            of any Letter of Credit which is returned to the Fronting Bank for cancellation in accordance
                                            with Section 3.10(d) or fully drawn upon prior to the expiry thereof (such refund to be prorated
                                            based upon the portion of time that such Letter of Credit was not outstanding based on the
                                            original term thereof); provided that such refund shall only be paid if it exceeds
                                            US$1,000 or Cdn.$1,000, as applicable.



	5.6	Adjustments



All
fees payable under Section 5.4 or 5.5 shall be calculated by the Agent and payable by the Borrower initially on the assumption that
the Debt Ratings at the time of issuance of the applicable Bankers' Acceptances or Letters of Credit will be maintained during the term
thereof. In the event such fees are calculated and paid on such assumption and such Debt Rating is changed or ceases to be available
such as to change the Applicable Pricing Margin (any such change or cessation of a Debt Rating being a "Rating Change")
during the term of any such outstanding Bankers' Acceptances or Letters of Credit, the Agent shall recalculate the amount of such fees
on the basis of the Applicable Pricing Margin applicable to the period before such Rating Change, and the Applicable Pricing Margin applicable
to the period on and after such Rating




    	 	- 59 -	 



     


    

Change,
and advise the Borrower and the Lenders of the amount of the underpayment or overpayment (if any). In the case of an underpayment, the
Borrower shall pay to the Agent on behalf of the Lenders, on the maturity date of such outstanding Bankers' Acceptances (in the case
of Bankers' Acceptances) or on the next date on which any interest or fee payment is made hereunder (in the case of Letters of Credit),
the amount of such underpayment, and, in the case of an overpayment, the amount thereof shall be credited against amounts in respect
of interest or other amounts accruing hereunder. Changes in the interest rate payable in respect of Loans as a result of a Rating Change
shall be effective on the date of such Rating Change.


	5.7	Interest
                                            on Overdue Amounts



The
Borrower expressly agrees to pay to the Agent on behalf of each Lender, at the Agent's Branch of Account, on demand, interest on all
overdue amounts outstanding under this Agreement at a variable rate per annum, which shall be adjusted automatically without notice to
the Borrower whenever there is a change in the Prime Rate or US Base Rate, as the case may be, which is equal to:


		(a)	the
                                            Prime Rate plus any Applicable Pricing Margin plus 1% per annum, in respect of amounts due
                                            in Canadian Dollars; and



		(b)	the
                                            US Base Rate plus any Applicable Pricing Margin plus 1% per annum, in respect of amounts
                                            due in US Dollars;



and
which additional interest the Borrower acknowledges to be commensurate with the increased credit risk to the Lenders in the circumstances.
Such interest on overdue amounts shall be compounded monthly and shall be payable both before and after default, maturity and judgment.


	5.8	Standby
                                            Fees



The
Borrower covenants and agrees to pay to the Agent, on behalf of each Lender at the Agent's Branch of Account, a standby fee in US Dollars
payable in arrears on the first Business Day of each Fiscal Quarter, in respect of the previous Fiscal Quarter, in an amount equal to
the Applicable Pricing Margin on each day in the calculation period, calculated on the amount by which the Syndicated Commitment of such
Lender on such day is in excess of the Outstanding Principal then owing to such Lender on such day. Such standby fees shall be computed
from and including the Effective Date and shall be calculated on a daily basis and based on a year of 365 days.


	5.9	Agency
                                            Fees



The
Borrower covenants and agrees to pay to the Agent certain fees as set forth in a letter agreement between the Agent and the Borrower
relating to the Agent's role as agent hereunder.


	5.10	Maximum
                                            Rate Permitted by Law



		(a)	In
                                            no event shall any interest or fee to be paid hereunder exceed the maximum rate permitted
                                            by applicable law. In the event any such interest or fee exceeds such maximum rate, such
                                            rate shall be reduced to the highest rate recoverable under applicable law.



		(b)	Notwithstanding
                                            any provision to the contrary contained herein, in no event shall the aggregate "interest"
                                            (as defined in Section 347 of the Criminal Code (Canada) as the same may be amended,
                                            replaced or re-enacted from time to time) payable hereunder exceed the effective annual rate
                                            of interest on the "credit advanced" (as defined in that section) hereunder lawfully
                                            permitted under that section and, if any payment, collection or demand pursuant to this Agreement
                                            in respect of "interest" (as defined in that section) is determined to be contrary
                                            to the provisions of that section, such payment, collection or demand shall be deemed to
                                            have been made by mutual mistake of the Borrower and the Lenders and the amount of such





    	 	- 60 -	 



     


    

payment
or collection shall be refunded to the Borrower; for purposes hereof the effective annual rate of interest shall be determined in accordance
with generally accepted actuarial practices and principles over the term of this Agreement on the basis of annual compounding of the
lawfully permitted rate of interest and, in the event of dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed
by the Agent will be conclusive for the purposes of such determination.


	5.11	Interest
                                            Act



		(a)	For
                                            the purposes of the Interest Act (Canada), the annual rates of interest to which the
                                            rates determined in accordance with the provisions hereof on the basis of a period of calculation
                                            less than a year are equivalent, are the rates so determined (a) multiplied by the actual
                                            number of days in the one year period beginning on the first day of the period of calculation,
                                            and (b) divided by the number of days in the period of calculation.



		(b)	Each
                                            of the Guarantor and the Borrower confirms that it and any other guarantor of the Obligations
                                            understands and is able to calculate the rate of interest applicable to Borrowings based
                                            on the methodology for calculating per annum rates provided in this Agreement. Each of the
                                            Guarantor and the Borrower irrevocably agrees not to plead or assert (and to cause each other
                                            guarantor of the Loan Indebtedness to not plead or assert), whether by way of defence or
                                            otherwise, in any proceeding relating to this Agreement or any other Loan Document, that
                                            the interest payable under this Agreement or any other Loan Document and the calculation
                                            thereof has not been adequately disclosed to the Guarantor, the Borrower and any other guarantor
                                            of the Loan Indebtedness as required pursuant to Section 4 of the Interest Act (Canada)
                                            or any other Applicable Law. 



	5.12	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.


	5.13	Interest
                                            on Prepayments and Repayments



At
the same time as any repayment or prepayment of principal is made under this Agreement or any Borrowings have been repaid in accordance
with a cancellation of the Commitment pursuant to Section 4.3, the Borrower shall also pay all accrued and unpaid interest on the
principal being repaid or prepaid.


ARTICLE
6

PAYMENTS


	6.1	Time
                                            and Place of Payment



Subject
to the next sentence, the Borrower shall make all payments pursuant to this Agreement to the Agent on behalf of the Lenders at the Agent's
Branch of Account in immediately available funds for good value on the day specified for payment. The Borrower shall make all payments
owing to a Fronting Bank for its own account at such Lender's Branch of Account in immediately available funds for good value on the
day specified for payment. Whenever a payment is due to be made on a day which is not a Business Day, the day for payment is the following
Business Day and such extension of time shall in such case be included in the computation of the payment of interest or any other amounts
payable hereunder. Receipt by the Agent from the




    	 	- 61 -	 



     


    

Borrower
of funds for value on any day pursuant to this Agreement, as principal, interest, fees or otherwise, shall be deemed to be receipt of
such funds on such day by the Agent or relevant Lenders, as the case may be.


	6.2	Currency
                                            of Payment



Borrowings
and payments in respect thereof are payable in the currency in which they are denominated.


	6.3	Payments
                                            Free and Clear



		(a)	The
                                            Borrower shall make all payments hereunder without set-off or counterclaim (except as permitted
                                            by Sections 9.5 and 12.19), free and clear of, and without deduction for or on account of,
                                            any Tax. If any Tax is deducted or withheld from any payments, except any Excluded Taxes,
                                            the Borrower shall promptly remit to the Agent on behalf of the Lenders, as payment of additional
                                            interest, the equivalent of the amounts so deducted or withheld together with the relevant
                                            official receipts or other evidence satisfactory to the Agent evidencing payment to the appropriate
                                            taxing authority of each such Tax by the Borrower with the intent being that the Lenders
                                            shall receive the full amount which would have been received by them had no such deduction
                                            or withholding been made. No additional amounts shall be payable by the Borrower under this
                                            Section 6.3 (a) with respect to any Taxes which are payable otherwise than by withholding
                                            or deduction from payments hereunder.



		(b)	In
                                            the event the Borrower has made a payment pursuant to Section 6.3(a), then (i) the relevant
                                            Lender shall take reasonable steps to make such applications or other filings (including
                                            for greater certainty, the filing of a Canadian income tax return) so as to obtain a reduction
                                            or refund of any such withheld or deducted amounts, and (ii) where the relevant Lender is
                                            thereafter granted or receives a credit, refund or remission in respect of the Tax for which
                                            the relevant deduction or withholding was made, such Lender shall refund to the Borrower
                                            such amount (if any) as such Lender determines in good faith will leave such Lender in no
                                            worse position than would have been the case if there had never been any obligation to make
                                            such deduction or withholding in the first place.  For greater certainty, a Lender shall
                                            be entitled to fully recover from the Borrower, as payments of additional interest, all reasonable
                                            costs and expenses associated with any applications or other filings prepared as a result
                                            of this Section 6.3(b). No Lender shall be obligated to provide to the Borrower copies of
                                            all or any part of its tax returns, financial statements or other corporate financial data
                                            by reason of any such matter.



		(c)	If
                                            a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding
                                            Tax imposed by FATCA or Canadian equivalent legislation, regulations or other guidance if
                                            such Lender were to fail to comply with the applicable reporting requirements of FATCA or
                                            Canadian equivalent legislation, regulations or other guidance (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 Borrower and/or the Agent (as applicable) at the time or
                                            times prescribed by Applicable Law and at such time or times reasonably requested by the
                                            Borrower or the Agent such documentation prescribed by Applicable Law (including as prescribed
                                            by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested
                                            by the Borrower or the Agent as may be necessary for the Borrower and the Agent to comply
                                            with their obligations under FATCA or Canadian equivalent legislation, regulations or other
                                            guidance and to determine that such Lender has complied with such Lender’s obligations
                                            under FATCA or Canadian equivalent legislation, regulations or other guidance (or is exempt
                                            from withholding thereunder) or to determine the amount to deduct and withhold from such
                                            payment. 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





    	 	- 62 -	 



     


    

or
certification or promptly notify the Borrower and the Agent in writing of its legal inability to do so.


		(d)	The
                                            provisions of this Section 6.3 shall survive the termination of the Agreement and the
                                            repayment of the Borrowings, accrued interest and all other indebtedness of the Borrower
                                            to the Agent and the Lenders hereunder.



	6.4	Account
                                            Debit Authorization



The
Borrower authorizes and directs the Agent, in its discretion, to automatically debit, by mechanical, electronic or manual means, the
Borrower's Accounts for all amounts payable under this Agreement, including, but not limited to, the repayment of principal and the payment
of interest, fees and all charges for the keeping of such bank accounts; provided that the Agent shall not be obligated to effect
any such debit and shall not be liable or responsible for its failure to do so. The Agent shall send the Borrower an invoice for any
fees payable under this Agreement at least three (3) Business Days prior to any such debit and shall provide a confirmation of any upcoming
debit for repayment of Borrowings on the same day that the Agent receives notice of such repayment from the Borrower. In the event the
Agent debits the Borrower's Accounts by an amount in excess of the principal, interest, fees or charges properly due on a day, then forthwith
upon the error being discovered, the Agent shall reimburse the Borrower such excess amount with interest thereon from the date of the
excess debit until reimbursement at rates prevailing at the time of the excess debit for deposits of like amount and currency with the
Agent.


ARTICLE
7

CONDITIONS PRECEDENT


	7.1	Conditions
                                            Precedent to Effectiveness



The
effectiveness of this Agreement is subject to the satisfaction of the following conditions precedent:


		(a)	the
                                            Agent on behalf of each Lender (or certain Lenders, as indicated below) has received, in
                                            form and substance satisfactory to the Agent, acting reasonably:



		(i)	a
                                            duly executed copy of this Agreement;



		(ii)	a
                                            certified copy of the articles and by-laws of the Borrower;



		(iii)	a
                                            certified copy of the articles and by-laws of the Guarantor;



		(iv)	a
                                            certificate of good standing under the laws of British Columbia in respect of the corporate
                                            existence of the Borrower;



		(v)	a
                                            certificate of existence under the laws of State of Delaware in respect of the corporate
                                            existence of the Guarantor;



		(vi)	a
                                            certified resolution of the Board of Directors of the Borrower with respect to this Agreement;



		(vii)	a
                                            certified resolution of the Board of Directors of the Guarantor with respect to this Agreement;



		(viii)	an
                                            incumbency certificate of the Borrower certifying the name and true signatures of the Borrower's
                                            officers authorized to sign this Agreement and the other Loan Documents to which the Borrower
                                            is a party;





    	 	- 63 -	 



     


    

		(ix)	an
                                            incumbency certificate of the Guarantor certifying the name and true signatures of the Guarantor’s
                                            officer authorized to sign this Agreement;



		(x)	an
                                            opinion of Blake, Cassels & Graydon LLP, Canadian counsel to the Borrower and the Guarantor
                                            addressed to the Agent and each Lender;



		(xi)	an
                                            opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP, U.S. counsel to the Guarantor
                                            addressed to the Agent and each Lender;



		(xii)	an
                                            opinion of Norton Rose Fulbright Canada LLP, counsel to the Lenders, addressed to the Agent
                                            and each Lender;



		(xiii)	all
                                            such other agreements, certificates, declarations, opinions and other documents as are reasonably
                                            required by the Agent to confirm or establish the completion or satisfaction of the conditions
                                            to the Lenders' obligations hereunder and of which the Borrower is advised in a timely manner;
                                            and



		(xiv)	all
                                            documentation and other information regarding the Borrower or the Guarantor requested in
                                            connection with applicable “know your customer” and anti-money laundering rules
                                            and regulations, including the AML Legislation, to the extent requested in writing of the
                                            Borrower at least 10 days prior to the Effective Date;



		(b)	provided
                                            (A) such information is reasonably requested from the Borrower and/or the Guarantor at least
                                            5 Business Days prior to the Effective Date and (B) the Borrower and/or the Guarantor qualify
                                            as a “legal entity customer” under the Beneficial Ownership Regulation, and the
                                            Agent and each requesting Lender received, at least three days prior to the Effective Date,
                                            in connection with the Beneficial Ownership Regulation, a Beneficial Ownership Certification
                                            with respect to the Borrower and/or Guarantor;



		(c)	the
                                            Borrower shall have paid to the Agent for the account of the Agent, the co-lead arrangers
                                            and the Lenders, as applicable, and in a timely manner, all upfront and arrangement fees
                                            required to be paid by the Borrower on or before the Effective Date in connection with this
                                            Agreement; and



		(d)	the
                                            Agent shall have received a withdrawal letter from ATB Financial, such withdrawal letter
                                            to be in form and substance satisfactory to the Agent, acting reasonably.



Each
Lender hereby authorizes the Agent to confirm to the Borrower on the Effective Date that the conditions precedent set forth in this Section 7.1
have been satisfied on or prior to the Effective Date, provided such Lender has not advised the Agent in writing prior to such
Effective Date that such Lender is not satisfied that the Borrower has complied with such conditions precedent.


	7.2	Conditions
                                            Precedent to all Drawdowns



The
Lenders' obligations to make available any Drawdown pursuant to Section 3.3 are subject to and conditional upon the condition precedent
that the Effective Date shall have occurred and the satisfaction of each of the following conditions precedent:


		(a)	as
                                            of each Drawdown Date, those representations and warranties contained in Section  2.1
                                            (other than Sections 2.1(f)(i) and 2.1(i)(ii) which are intended to apply only as of the
                                            Effective Date) are true and correct in all material respects with the same effect as if
                                            made as of that Drawdown Date;





    	 	- 64 -	 



     


    

		(b)	as
                                            of each Drawdown Date, no Default or Event of Default has occurred and is continuing or would
                                            occur with the making of the requested Borrowing; and



		(c)	on
                                            or before the applicable number of days prior to each Drawdown Date, in accordance with Section 3.3,
                                            the Agent has received a duly executed Notice of Drawdown (in the form of Schedule "A"
                                            or "B" as applicable).



	7.3	Conditions
                                            Precedent to Conversion or Rollover



The
Lenders' obligations to make any Conversion pursuant to Section 3.8 or to Rollover a Borrowing pursuant to Section 3.9 are
subject to and conditional upon the satisfaction of each of the following terms and conditions (except as expressly provided otherwise
in Section 3.7(d)):


		(a)	as
                                            of each Borrowing Conversion Date and Borrowing Rollover Date, either (i) no Default
                                            or Event of Default has occurred and is continuing or would occur with the making of the
                                            requested Borrowing or (ii) the limitations in Section 9.3 are complied with in
                                            respect of such Conversion or Rollover; and



		(b)	on
                                            or before the applicable number of days prior to each Borrowing Conversion Date or Borrowing
                                            Rollover Date, in accordance with Section 3.3, the Agent has received a duly executed
                                            Notice of Conversion or Notice of Rollover, as applicable.



	7.4	Waiver



The
terms and conditions of Sections 7.1, 7.2 and 7.3 are inserted for the sole benefit of the Lenders and, subject to Sections 12.12
and 16.3, the Lenders may waive them in whole or in part, with or without terms or conditions in respect of any Borrowing, without prejudicing
the Lenders' rights to assert them in whole or in part in respect of any other Borrowing.


ARTICLE
8

COVENANTS OF THE OBLIGORS


	8.1	Affirmative
                                            Covenants of the Obligors



Subject
to Section 8.3, each of the Guarantor (without any limitation) and the Borrower (whose affirmative covenants will be limited to
only Sections 8.1(a), 8.1(c) and 8.1(e) below) covenants with the Agent and each Lender that:


		(a)	[Intentionally
                                            Deleted.]



		(b)	Payment
                                            of Taxes, Etc.: The Guarantor shall, and shall cause each of its Subsidiaries to, pay
                                            and discharge, before the same shall become delinquent, (i) all material taxes, assessments
                                            and governmental charges or levies imposed upon it or upon its property and (ii) all
                                            lawful claims that, if unpaid, might by law become a Lien upon its property; provided,
                                            however, neither the Guarantor nor any of its Subsidiaries shall be required to pay
                                            or discharge any such tax, assessment, charge or claim that is being contested in good faith
                                            and by proper proceedings and as to which appropriate reserves are being maintained, unless
                                            and until any Lien resulting therefrom which is material to the Guarantor attaches to its
                                            property and becomes enforceable against its other creditors;



		(c)	Use
                                            of Borrowings: The Borrower shall use, and shall cause its Subsidiaries to use all proceeds
                                            of the Borrowings solely as set forth in Section 3.2;





    	 	- 65 -	 



     


    

		(d)	Maintenance
                                            Properties: The Guarantor shall, and shall cause each of its Material Subsidiaries to
                                            maintain and preserve, its respective properties and assets that are used or useful in the
                                            conduct of its business in good working order and condition, ordinary wear and tear excepted,
                                            except that nothing contained in this Section shall prevent the Guarantor or its Material
                                            Subsidiaries (i) from selling, leasing or otherwise disposing of any of its or their
                                            property or assets in one or a series of related transactions if the cumulative effect of
                                            such actions would not have a Material Adverse Effect or (ii) from ceasing to operate
                                            any of its or their property, assets or business, when in the opinion of the appropriate
                                            officers of the Guarantor or its Material Subsidiaries it shall be advisable and in its or
                                            their best interests to do so;



		(e)	Preservation
                                            of Corporate Existence, Etc.: Subject to Section 8.2(c), each Obligor shall maintain
                                            its corporate existence;



		(f)	Insurance:
                                            The Guarantor shall, and shall cause each of its Subsidiaries to, maintain, insurance
                                            on all of its or their property which is of an insurable nature against such risks, in such
                                            amounts and in such manner as is usual in the case of corporations similarly situated and
                                            operating generally similar property and with such reputable insurance companies or associations
                                            as the Guarantor may select; provided that the Guarantor and its Subsidiaries may
                                            from time to time adopt other methods or plans of protection, including self-insurance, against
                                            such risks in substitution or partial substitution for the aforesaid insurance if such plans
                                            or methods shall, in the opinion of the appropriate senior officers of the Guarantor or its
                                            Subsidiaries, be in its or their best interest, and neither the Guarantor nor any of its
                                            Subsidiaries shall be required to keep insured any of its property in respect of which insurance
                                            is being provided by others for its benefit;



		(g)	Compliance
                                            With Laws, Etc.: The Guarantor shall, and shall cause each of its Subsidiaries to, comply
                                            in all respects with all Applicable Laws, such compliance to include, without limitation,
                                            compliance with ERISA, the requirements applicable to each Foreign Plan and Environmental
                                            Laws, except where the failure to so comply would not have a Material Adverse Effect;



		(h)	Reporting
                                            Requirements: The Guarantor shall:



		(i)	as
                                            soon as available and in any event within 65 days after the end of each of the first three
                                            Fiscal Quarters of the Guarantor, the Consolidated balance sheet of the Guarantor as of the
                                            end of such Fiscal Quarter and the Consolidated statements of earnings and cash flows of
                                            the Guarantor for the period commencing at the end of the previous fiscal year and ending
                                            with the end of such Fiscal Quarter, with a statement (subject to year end adjustments and
                                            the absence of footnotes) by the chief financial officer or comptroller of the Guarantor
                                            stating that such Consolidated financial statements have been prepared in accordance with
                                            GAAP, together with a Compliance Certificate (it being understood that the delivery by the
                                            Guarantor of quarterly reports on Form 10-Q (or any successor or comparable form) of the
                                            Guarantor and its consolidated Subsidiaries or a registration statement on Form S-1 or Form
                                            S-4 shall satisfy the requirements of this Section 8.1(h)(i) to the extent such annual reports
                                            or registration statement include the information specified herein);



		(ii)	as
                                            soon as available and in any event within 95 days after the end of each fiscal year of the
                                            Guarantor (commencing with the fiscal year ending December 31, 2021), a copy of the Consolidated
                                            financial statements of the Guarantor comprising the Consolidated balance sheet, the Consolidated
                                            statement of earnings, the Consolidated statement of comprehensive income, the Consolidated
                                            statement of changes in shareholders’ equity and the Consolidated statement of cash
                                            flows





    	 	- 66 -	 



     


    

pertaining
to such fiscal year, together with the report and opinion of its independent auditors thereon confirming that such financial statements
have been prepared in accordance with GAAP, together with a Compliance Certificate (it being understood that the delivery by the Guarantor
of annual reports on Form 10-K (or any successor or comparable form) of the Guarantor and its consolidated Subsidiaries or a registration
statement on Form S-1 or Form S-4 shall satisfy the requirements of this Section 8.1(h)(ii) to the extent
such quarterly reports or registration statements include the information specified herein);


		(iii)	in
                                            the case of each Default or Event of Default, as soon as possible and in any event within
                                            ten (10) days after a Senior Financial Officer of the Guarantor has acquired knowledge of
                                            facts which constitute or give rise to such Default or Event of Default and provided that
                                            such Default is continuing on the date of such statement, a statement of the chief financial
                                            officer or chief executive officer of the Guarantor setting forth details of such Default
                                            or Event of Default and the action that the Guarantor has taken and proposes to take with
                                            respect thereto;



		(iv)	promptly
                                            after the sending or filing thereof, copies of all reports that the Guarantor sends to any
                                            of its securityholders, and copies of all reports and registration statements that the Guarantor
                                            or any Subsidiary files with the Securities and Exchange Commission or any national securities
                                            exchange;



		(v)	promptly
                                            after the commencement thereof, notice of all actions and proceedings before any court, governmental
                                            agency or arbitrator affecting the Guarantor or any of its Subsidiaries of the type described
                                            in Section 2.1(f);



		(vi)	ERISA:
                                            



		(A)	ERISA
                                            Events and ERISA Reports: (x) Promptly and in any event within ten (10) days after the
                                            Guarantor or any ERISA Affiliate knows or has reason to know that any ERISA Event which could
                                            reasonably be expected to have a Material Adverse Effect has occurred, a statement of the
                                            chief financial officer of the Guarantor describing such ERISA Event and the action, if any,
                                            that the Guarantor or such ERISA Affiliate has taken and proposes to take with respect thereto
                                            and (y) on the date any records, documents or other information must be furnished to the
                                            PBGC with respect to any Plan pursuant to Section 4010 of ERISA, a copy of such records,
                                            documents and information;



		(B)	Plan
                                            Terminations:  Promptly and in any event within three (3) Business Days after receipt
                                            thereof by the Guarantor or any ERISA Affiliate, copies of each notice from the PBGC stating
                                            its intention to terminate any Plan or to have a trustee appointed to administer any Plan;



		(C)	Plan
                                            Annual Reports: Promptly (x) and in any event within 30 days after the filing thereof
                                            with the Internal Revenue Service, copies of each Schedule SB (Actuarial Information) to
                                            the annual report (Form 5500 Series) with respect to each Plan maintained, sponsored or contributed
                                            to by the Guarantor and (y) upon the request of the Agent, a copy of the Schedule SB with
                                            respect to any other Plan;



		(D)	Multiemployer
                                            Plan Notices: Promptly and in any event within five (5) Business Days after receipt thereof
                                            by the Guarantor or any ERISA Affiliate from the sponsor of a Multiemployer Plan, copies
                                            of each notice concerning





    	 	- 67 -	 



     


    

(x)
the imposition of Withdrawal Liability by any such Multiemployer Plan that could reasonably be expected to have a Material Adverse Effect,
(y) the reorganization or termination, within the meaning of Title IV of ERISA, of any such Multiemployer Plan that could reasonably
be expected to have a Material Adverse Effect or (z) the amount of liability incurred, or that may be incurred, by the Guarantor or any
ERISA Affiliate in connection with any event described in clause (x) or (y);


provided
that any Obligor may satisfy the delivery requirements set forth in this Section 8.1(h) by sending to the Agent by electronic
mail the documents that are to be delivered to the Agent pursuant to this Section 8.1(h), and, in the case of documents delivered
pursuant to paragraph (iii) above, the Borrower promptly executes and delivers to the Agent an originally signed copy of such Compliance
Certificate; and further, provided that the Guarantor shall be deemed to have furnished the information required by Sections 8.1(h)(i),
8.1(h)(ii) and 8.1(h)(iv) if it shall have timely made the same available on "SEDAR" or “EDGAR” and notified the
Agent that such information has been posted on "SEDAR" or “EDGAR” and such information is freely accessible without
charge; and further, provided, that if any Lender is unable to access "SEDAR" or “EDGAR”, as applicable,
the Guarantor agrees to provide such Lender with paper or electronic copies of the information required to be furnished pursuant to this
Section 8.1(h) promptly following notice (and thereafter so long as such notice remains in effect) from the Agent that such Lender
has requested same; and further, provided that the Agent and the Lenders hereby agree to keep confidential any data or
information delivered to the Agent or the Lenders under this Section 8.1(h) which is not already in the public domain;


		(i)	Books
                                            and Records: The Guarantor shall, and shall cause each of its Subsidiaries to, keep proper
                                            books of records and accounts in which full and correct entries will be made of all financial
                                            transactions and the assets and business of the Guarantor and each such Subsidiary in accordance
                                            with GAAP;



		(j)	Maintenance
                                            of Consolidated Debt to Consolidated Capitalization Ratio: The Guarantor shall maintain,
                                            as of the last day of each Fiscal Quarter, as reported to the Lenders in accordance with
                                            Section 8.1(h), a Consolidated Debt to Consolidated Capitalization Ratio which does
                                            not exceed 60%;



		(k)	Visitation
                                            Rights: At any reasonable time upon reasonable prior notice, permit the Agent or any
                                            of the Lenders or any agents or representatives thereof, at their own risk and own cost,
                                            to examine and make copies of and abstracts from the records and books of account of, and
                                            visit the properties of, the Guarantor and any of its Subsidiaries, and to discuss the affairs,
                                            finances and accounts of the Guarantor and any of its Subsidiaries with any of their senior
                                            officers or directors and with their independent auditors; 



		(l)	Environmental
                                            Covenants:



		(i)	Without
                                            limiting the generality of Section  8.1 (g), the Guarantor shall, and shall cause its
                                            Subsidiaries 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 and Environmental
                                            Permits if the consequence of a failure to comply could reasonably be expected, either alone
                                            or in conjunction with any other such noncompliance, to have a Material Adverse Effect;



		(ii)	If
                                            the Guarantor or its Subsidiaries shall:



		(A)	receive
                                            or give any notice that a violation of any Environmental Law or Environmental Permit has
                                            or may have been committed or is about to be





    	 	- 68 -	 



     


    

committed
by the same, if such violation could 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 or Environmental Permit, if such violation
                                            could reasonably be expected to have a Material Adverse Effect; or



		(C)	receive
                                            any notice requiring the Guarantor or a 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 Borrower or a 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, if such action or liability could reasonably be expected to have a Material Adverse
                                            Effect;



the
Borrower shall promptly provide the Agent with a copy of such notice and shall, or shall cause its Subsidiary to, furnish to the Agent
from time to time all reasonable information requested by the Agent relating to the same;


		(iii)	The
                                            Guarantor shall notify the Agent promptly of any event or occurrence of which it is aware
                                            which could reasonably be expected to result in violation of any Environmental Law or Environmental
                                            Permit if such event or occurrence could reasonably be expected to have a Material Adverse
                                            Effect;



		(m)	[Intentionally
                                            Deleted.]



		(n)	Anti-Corruption
                                            Laws and Sanctions: The Guarantor shall maintain in effect and enforce procedures to
                                            ensure compliance by the Guarantor with its representation and warranty in Section 2.1(n)(ii)
                                            in respect of any requested Drawdown.



	8.2	Negative
                                            Covenants of the Obligors



Subject
to Section 8.3, each of the Guarantor (without any limitation) and the Borrower (whose negative covenants will be limited to only Section
8.2(c) below) covenants with the Agent and each Lender that:


		(a)	Negative
                                            Pledge



The
Guarantor shall not create, or permit any of its Restricted Subsidiaries to create, any mortgage, hypothecation, charge or other encumbrance
on any of its or their property or assets, present or future, to secure Indebtedness, unless at or prior thereto, the Loans, up to the
maximum aggregate amount of the Commitments then in effect, are equally and ratably secured or, at the option of the Guarantor, security
in the form of other property having at such time a Value equal to 150% of the aggregate Commitments at such time is extended to the
Agent, the Lenders and the Fronting Banks; provided, however, that the preceding shall not apply to or operate to prevent
the following:


		(i)	liens
                                            or other encumbrances, not related to the borrowing of money, incurred or arising by operation
                                            of law or in the ordinary course of business or incidental to the ownership of property or
                                            assets;



		(ii)	pre-existing
                                            encumbrances on property or assets when acquired (including by way of lease);





    	 	- 69 -	 



     


    

		(iii)	encumbrances
                                            or obligations to incur encumbrances (including under indentures, trust deeds and similar
                                            instruments) on property or assets of another Person existing at the time such other Person
                                            becomes a Subsidiary of the Guarantor, or is liquidated or merged into, or amalgamated or
                                            consolidated with, the Guarantor or a Subsidiary of the Guarantor or at the time of the sale,
                                            lease or other disposition to the Guarantor or a Subsidiary of the Guarantor of all or substantially
                                            all of the properties and assets of such other Person, provided that such encumbrances
                                            were not incurred in anticipation of such other Person becoming a Subsidiary of the Guarantor;



		(iv)	encumbrances
                                            given by the Guarantor or any of its Restricted Subsidiaries in compliance with contractual
                                            commitments in existence at the date hereof or entered into prior to a Restricted Subsidiary
                                            becoming a Restricted Subsidiary;



		(v)	giving
                                            security by the Guarantor or a Subsidiary thereof in favor of the Guarantor or any of its
                                            Subsidiaries;



		(vi)	creating,
                                            issuing or suffering to exist or becoming liable on, or giving or assuming, any Purchase
                                            Money Mortgage;



		(vii)	creating,
                                            issuing or suffering to exist or becoming liable on, or giving or assuming any mortgage,
                                            hypothecation, charge or other encumbrance in connection with Indebtedness which, by its
                                            terms, is non-recourse to the Guarantor or the Restricted Subsidiary;



		(viii)	giving
                                            security on any specific property or asset in favor of a government within or outside Canada
                                            or any political subdivision, department, agency or instrumentality thereof to secure the
                                            performance of any covenant or obligation to or in favor of or entered into at the request
                                            of any such authorities where such security is required pursuant to any contract, statute,
                                            order or regulation;



		(ix)	giving,
                                            in the ordinary course of business and for the purpose of carrying on the same, security
                                            on current assets to any bank or banks or others to secure any obligations repayable on demand
                                            or maturing, including any right of extension or renewal, within 12 months after the date
                                            such obligation is incurred;



		(x)	giving
                                            security on property or assets of whatsoever nature other than Restricted Property; provided,
                                            however, security on Restricted Property may be given to secure obligations incurred
                                            or guarantees of obligations incurred in connection with or necessarily incidental to the
                                            purchase, sale, storage, transportation or distribution of such Restricted Property or of
                                            the products derived from such Restricted Property;



		(xi)	encumbrances
                                            arising under partnership agreements, oil and natural gas leases, overriding royalty agreements,
                                            net profits agreements, production payment agreements, royalty trust agreements, master limited
                                            partnership agreements, farm-out agreements, division orders, contracts for the sale, purchase,
                                            exchange, storage, transportation, distribution, gathering or processing of Restricted Property,
                                            unitizations and pooling designations, declarations, orders and agreements, development agreements,
                                            operating agreements, production sales contracts (including security in respect of take or
                                            pay or similar obligations thereunder), area of mutual interest agreements, natural gas balancing
                                            or deferred production agreements, injection, repressuring and recycling agreements, salt
                                            water or other disposal agreements, seismic or geophysical permits or agreements, which in
                                            each of the foregoing cases is customary in the oil and natural gas business, and other agreements
                                            which are customary in the oil and natural gas business, provided in all instances
                                            that such





    	 	- 70 -	 



     


    

encumbrance
is limited to the property or assets that are the subject of the relevant agreement;


		(xii)	any
                                            encumbrance on any properties or facilities or any interest therein, construction thereon
                                            or improvement thereto incurred to secure all or any part of any Indebtedness relating to
                                            the reclamation and clean-up of such properties, facilities and interests and surrounding
                                            lands whether or not owned by the Guarantor or a Restricted Subsidiary, the plugging or abandonment
                                            of wells and the decommissioning or removal of structures or facilities located on such properties
                                            or facilities provided such Indebtedness is incurred prior to, during or within two years
                                            after the completion of reclamation and clean-up or such other activity;



		(xiii)	encumbrances
                                            in respect of the joint development, operation or present or future reclamation, clean-up
                                            or abandonment of properties, facilities and surrounding lands or related production or processing
                                            as security in favor of any other owner or operator of such assets for the Guarantor’s
                                            or any Restricted Subsidiary’s portion of the costs and expenses of such development,
                                            operation, reclamation, clean-up or abandonment; 



		(xiv)	encumbrances
                                            on assets or property (including oil sands property) securing: (I) all or any portion
                                            of the cost of acquisition (directly or indirectly), surveying, exploration, drilling, development,
                                            extraction, operation, production, construction, alteration, repair or improvement of all
                                            or any part of such assets or property and the plugging and abandonment of wells thereon,
                                            (II) all or any portion of the cost of acquiring (directly or indirectly), developing, constructing,
                                            altering, improving, operating or repairing any assets or property (or improvements on such
                                            assets or property) used or to be used in connection with such assets or property, whether
                                            or not located (or located from time to time) at or on such assets or property, (III) Indebtedness
                                            incurred by the Guarantor or any of its Subsidiaries to provide funds for the activities
                                            set forth in clauses (I) and (II) above, provided such Indebtedness is incurred prior to,
                                            during or within two years after the completion of acquisition, construction or such other
                                            activities referred to in clauses (I) and (II) above, and (IV) Indebtedness incurred by the
                                            Guarantor or any of its Subsidiaries to refinance Indebtedness incurred for the purposes
                                            set forth in clauses (I) and (II) above. Without limiting the generality of the foregoing,
                                            costs incurred after the date hereof with respect to clauses (I) or (II) above shall include
                                            costs incurred for all facilities relating to such assets or property, or to projects, ventures
                                            or other arrangements of which such assets or property form a part or which relate to such
                                            assets or property, which facilities shall include, without limitation, Facilities, whether
                                            or not in whole or in part located (or from time to time located) at or on such assets or
                                            property;



		(xv)	encumbrances
                                            granted in the ordinary course of business in connection with Financial Instrument Obligations;



		(xvi)	deposits
                                            referred to in part (i) of the proviso to the definition of Consolidated Debt to Consolidated
                                            Capitalization Ratio;



		(xvii)	any
                                            extension, renewal, alteration, refinancing, replacement, exchange or refunding (or successive
                                            extensions, renewals, alterations, refinancings, replacements, exchanges or refundings) of
                                            all or part of any encumbrance referred to in the foregoing clauses; provided, however,
                                            that (i) such new encumbrance shall be limited to all or part of the property or assets
                                            which was secured by the prior encumbrance plus improvements on such property or assets and
                                            (ii) the Indebtedness, if any, secured by the new encumbrance is not increased from
                                            the amount of the Indebtedness secured





    	 	- 71 -	 



     


    

by
the prior encumbrance then existing at the time of such extension, renewal, alteration, refinancing, replacement, exchange or refunding,
plus an amount necessary to pay fees and expenses, including premiums, related to such extensions, renewals, alterations, refinancings,
replacements, exchanges or refundings; and


		(xviii)	liens
                                            or other encumbrances granted pursuant to Section 12.19 hereof;



and
provided further that (I) in any event, the Guarantor and any Restricted Subsidiary shall be entitled to give security that
would otherwise be prohibited hereby so long as the aggregate Indebtedness outstanding and secured under this clause (I) and the aggregate
Indebtedness outstanding and secured under Section 8.2(a)(xiv) does not at the time of giving such security exceed an amount equal to
10% of Consolidated Net Tangible Assets of the Guarantor at such time and (II) in no event shall the Guarantor or any Restricted Subsidiary
be entitled to give security that would otherwise be permitted by Section 8.2(a)(xiv) if such security secures Indebtedness which
exceeds an amount equal to 10% of the Consolidated Net Tangible Assets of the Guarantor at such time.


Transactions
such as the sale (including any forward sale) or other transfer of (A) oil, gas, minerals or other resources of a primary nature,
whether in place or when produced, for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified
amount of money or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources
of a primary nature, or (B) any other interest in property of the character commonly referred to as a “production payment”,
will not constitute secured indebtedness and will not result in the Guarantor being required to secure the Borrowings.


In
the event security has been provided to the Agent, the Lenders and the Fronting Banks in accordance with this Section 8.2(a) and
the maximum principal amount of the Commitments is thereafter permanently reduced at any time or from time to time, the Guarantor may
request once in each calendar year, and the Agent, the Lenders and the Fronting Banks shall grant at the Guarantor’s expense, discharges
of security as will ensure that the remaining security secures, to the satisfaction of the Agent, the Lenders and the Fronting Banks
acting reasonably, the maximum principal amount of Loans which are, or which may become, outstanding after giving effect to such permanent
reduction in the total amount of the Commitments;


		(b)	Change
                                            in Nature of Business: The Guarantor shall not engage in any material line of business
                                            substantially different from those lines of business conducted by the Guarantor and its Subsidiaries
                                            on the Effective Date hereof, provided that the Guarantor and its Subsidiaries may engage
                                            in any Similar Business;



		(c)	Reorganization
                                            of Obligor(s): No Obligor shall enter into or participate in any transaction which would
                                            result in the amalgamation or merger of such Obligor into any other Person or the sale, transfer,
                                            conveyance, lease or other disposition of all or substantially all of any Obligor's undertaking
                                            and assets (determined on a Consolidated basis) to another Person, unless:



		(i)	except
                                            in the case of the amalgamation or merger of an Obligor with the other Obligor or one or
                                            more Subsidiaries of the Guarantor (or any combination thereof) or the transfer of all or
                                            substantially all of an Obligor’s undertaking and assets to the other Obligor or one
                                            or more Subsidiaries of the Guarantor (or any combination thereof), at least two Debt Ratings
                                            of the successor or transferee are Investment Grade (unless the Majority Lenders approve
                                            any such transaction where the Debt Ratings of the successor or transferee are not Investment
                                            Grade); 





    	 	- 72 -	 



     


    

		(ii)	the
                                            successor or transferee executes and delivers to the Agent such documents, if any, as may,
                                            in the reasonable opinion of the Agent , be necessary to confirm the assumption by the successor
                                            or transferee of the obligations of such Obligor under this Agreement; and



		(iii)	the
                                            Agent and the Lenders shall have received all information regarding the successor or transferee
                                            reasonably requested in connection with applicable “know your customer” and anti-money
                                            laundering rules and regulations, including the Patriot Act and, if applicable, the Beneficial
                                            Ownership Regulation, including any related necessary documentation;



		(d)	Sale
                                            of Property and Assets: The Guarantor shall not, and shall not permit any of its Subsidiaries
                                            to, sell, transfer, convey, lease or otherwise dispose of all or any material part of their
                                            respective property or assets (other than to the Guarantor or one or more Subsidiaries) if
                                            such action would have a Material Adverse Effect;



		(e)	Financing
                                            Debt of Certain Subsidiaries: The Guarantor shall not permit:



		(i)	the
                                            aggregate Financing Debt of all Material Subsidiaries (other than the Borrower) which are
                                            Non-Guarantor Subsidiaries, on a Consolidated basis; plus, without duplication



		(ii)	the
                                            aggregate Indebtedness secured by security interests over Restricted Property given by the
                                            Guarantor or any Material Subsidiary in favour of Non-Guarantor Subsidiaries which are not
                                            Material Subsidiaries; plus, without duplication 



		(iii)	the
                                            aggregate Financing Debt of Finance Co.; plus, without duplication



		(iv)	the
                                            amount by which the aggregate Financing Debt of any Subsidiary (other than Finance Co. or
                                            a Material Subsidiary) exceeds an aggregate of US$750,000,000 and which Financing Debt is
                                            guaranteed by the Guarantor or any Material Subsidiary (whether directly or indirectly through
                                            corporate law applicable to unlimited liability companies);



to
exceed 17.5% of Consolidated Tangible Assets as of the last day of each Fiscal Quarter, as reported to the Lenders in accordance with
Section 8.1(h); provided that, for the purpose of calculating the aggregate Financing Debt referred to in (i) above or the
aggregate Indebtedness referred to in (ii) above, there shall be excluded (y) the Financing Debt of any Public Material Subsidiary
or (z) any such Indebtedness secured by security interests over Restricted Property of any Public Material Subsidiary for so long
as, in regard to any case referred to in (y) or (z) above, Common Equity Securities of the relevant Public Material Subsidiary are listed
on any stock exchange and for 120 days (or such longer period as the Majority Lenders may allow in their sole discretion) after the date
that Common Equity Securities of such Public Material Subsidiary cease to be so listed; and


		(f)	Financial
                                            Assistance by Material Subsidiaries: If any Material Subsidiary (other than the Borrower)
                                            or any Subsidiary of a Material Subsidiary (other than the Borrower) gives, grants or becomes
                                            subject to any guarantee, indemnity or other form of financial assistance to or in favour
                                            of any Person in respect of Financing Debt of the Guarantor or any other Subsidiary, other
                                            than in respect of the Borrowings or any Centralized Banking Arrangements (each such guarantee,
                                            indemnity or other form of financial assistance, other than a guarantee, indemnity or other
                                            form of financial assistance in respect of the Borrowings or any Centralized Banking Arrangements,
                                            being a "Third Party Guarantee"), then the Guarantor shall ensure that such
                                            Material Subsidiary or Subsidiary of a Material Subsidiary duly executes and delivers to
                                            the





    	 	- 73 -	 



     


    

Agent
on behalf of the Lenders a guarantee or other instrument in respect of the Obligations on no less favourable terms, with such changes
thereto as may be necessary in the context and acceptable to the Agent, acting reasonably, so that the obligations thereunder rank at
least pari passu with the obligations under such Third Party Guarantee; provided, however, that:


		(i)	a
                                            Material Subsidiary or Subsidiary thereof shall be entitled to give, grant or become subject
                                            to a Third Party Guarantee in respect of Financing Debt of wholly-owned Subsidiaries of such
                                            Material Subsidiary; and



		(ii)	a
                                            Material Subsidiary or Subsidiary thereof which is a direct or indirect wholly-owned Subsidiary
                                            of a Material Subsidiary shall be entitled to give, grant or become subject to a Third Party
                                            Guarantee in respect of Financing Debt of a Material Subsidiary or Subsidiary thereof of
                                            which (in either case) it is directly or indirectly a wholly-owned Subsidiary;



in
either case, for so long as such wholly-owned Subsidiaries remain, directly or indirectly, wholly-owned by such Material Subsidiary,
without being required by this Section 8.2(f) to execute and deliver a guarantee or other instrument to the Agent in accordance
with the foregoing; and provided further however, that a Subsidiary which is not a Material Subsidiary need not execute and deliver
such a guarantee or other instrument if and for so long as such Subsidiary, together with each other such Subsidiary which has given,
granted, or become subject to a Third Party Guarantee and which has not executed and delivered a guarantee or other instrument to the
Agent on behalf of the Lenders hereunder, has assets which have a value, as reflected in the Consolidated balance sheet of the Guarantor
most recently delivered to the Lenders hereunder, of 10% or less of the value of the assets of the Guarantor and its Subsidiaries reflected
therein (without giving effect to the non-cash ceiling test impairments and other changes as at December 31, 2011 as a consequence of
Encana's adoption of US GAAP). Any Material Subsidiary that provides a guarantee to the Agent on behalf of the Lenders in accordance
with this Section shall also provide such other documents and certificates as the Agent may reasonably request, and to the extent such
Material Subsidiary qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, shall provide to any
Lender that so requests a Beneficial Ownership Certification. If any Subsidiary that provides a guarantee to the Agent on behalf of the
Lenders in accordance with this Section is released from its Third Party Guarantee(s) (other than as a result of any payment being made
under such Third Party Guarantee(s)), then, upon the request of the Borrower or such Subsidiary for the release of such guarantee and
provided that no Default or Event of Default has occurred and is continuing or would result from such release, such guarantee shall also
be released (and the Agent shall promptly execute such documents and instruments as the Borrower or such Subsidiary may reasonably request
to evidence such release).


	8.3	Actions
                                            in Respect of Subsidiaries



Notwithstanding
anything to the contrary provided in Section 8.1 or Section 8.2 whereby an Obligor has covenanted to cause any Subsidiary to
do or not to do any act or thing and (a) such Subsidiary is not a Wholly-Owned Subsidiary, (b) the Guarantor does not control the day
to day operations of such Subsidiary (by operation of contract or otherwise) and (c) the portion of the Consolidated Tangible Assets
of the Guarantor attributable to all of the Subsidiaries that meet the requirements of clauses (a) and (b) does not exceed 10% of the
value of the Consolidated Tangible Assets of the Guarantor, as measured as of the end of the immediately preceding fiscal year, the applicable
Obligor(s) shall have complied with its or their covenants in that regard if it shall have used all reasonable efforts to cause such
Subsidiary to comply with the requirements of Sections 8.1 and 8.2 or to remedy any breaches thereof; and with respect to any breach
of Section 8.1 or Section 8.2 caused by any Subsidiary acting or failing to act in the manner required by such Section, such
Obligor's obligation to use its reasonable efforts to prevent or remedy such breach shall only be applicable from and after the date
that such Obligor becomes aware of such breach or the date such Obligor becomes aware such breach may occur,




    	 	- 74 -	 



     


    

as
the case may be; provided that this Section 8.3 shall not apply to (i) the covenants contained
in Section 8.2(e) or 8.2(f), or (ii) any covenant if the breach thereof could reasonably be expected to have a Material Adverse
Effect.


ARTICLE
9

EVENTS OF DEFAULT


	9.1	Events
                                            of Default



Any
one or more of the following occurrences is an Event of Default, but only if at the time of or during the continuance of any such occurrence
a Borrowing is outstanding:


		(a)	Failure
                                            to Pay Loans, Interest or Fees: The Borrower shall fail to repay any principal of any
                                            Outstandings when the same becomes due and payable; or the Borrower shall fail to pay any
                                            interest on any Outstandings or make any other payment of fees or other amounts payable under
                                            this Agreement within five (5) Business Days after the same becomes due and payable;



		(b)	Voluntary
                                            Proceedings: The Guarantor or any Material Subsidiary institutes proceedings to be adjudicated
                                            bankrupt or insolvent, or consents to the filing of a bankruptcy or insolvency proceeding
                                            against it, or files a petition or answer or consent seeking reorganization, readjustment,
                                            arrangement, composition or similar relief under the Companies Creditors' Arrangement
                                            Act (Canada), the Bankruptcy and Insolvency Act (Canada), or any other bankruptcy
                                            or insolvency law or any other similar applicable law, or consents to the filing of any such
                                            petition, or consents to the appointment of a receiver, trustee or assignee in bankruptcy
                                            or insolvency of any part of its property (other than Non-Recourse Assets) which is material
                                            to the Guarantor and its Subsidiaries taken as a whole, or makes a general assignment for
                                            the benefit of creditors, or becomes insolvent or generally not able to pay its debts as
                                            they become due, or admits in writing its inability to pay its debts generally as they become
                                            due, or takes any corporate action to authorize any of the foregoing; provided that
                                            an occurrence under this Section 9.1(b) which results from actions taken by a Material
                                            Subsidiary which is not the Borrower or a Restricted Subsidiary will not be an Event of Default
                                            if the Guarantor would (in the reasonable opinion of the Majority Lenders as evidenced by
                                            their signatures on a confirmation thereof) be able to satisfy the financial tests set forth
                                            in Sections 8.1(j) and 8.2(e), calculated as of the date of such actions taken by such
                                            Material Subsidiary (and not as of the last day of the immediately preceding Fiscal Quarter);



		(c)	Bankruptcy
                                            Proceedings: A court having jurisdiction enters a decree or order adjudging the Guarantor
                                            or any Material Subsidiary bankrupt or insolvent, or approving as properly filed a petition
                                            seeking liquidation, winding-up, reorganization, readjustment, arrangement, composition,
                                            protection or similar relief of the Borrower or a Material Subsidiary under the Companies
                                            Creditors' Arrangement Act (Canada), the Bankruptcy and Insolvency Act (Canada)
                                            or any other bankruptcy or insolvency law or any other similar applicable law, or enters
                                            a decree or order for the appointment of a receiver, trustee or assignee in bankruptcy or
                                            insolvency of any part of its property (other than Non-Recourse Assets) which is material
                                            to the Guarantor and its Subsidiaries taken as a whole, and any such decree or order remains
                                            in force undischarged or unstayed for a period of 60 days or more; provided that
                                            an occurrence under this Section 9.1(c) which results from actions taken by or pertaining
                                            to a Material Subsidiary which is not the Borrower or a Restricted Subsidiary will not be
                                            an Event of Default if the Guarantor would (in the reasonable opinion of the Majority Lenders
                                            as evidenced by their signatures on a confirmation thereof) be able to satisfy the financial
                                            tests set forth in Sections 8.1(j) and 8.2(e), calculated as of the date of such actions
                                            of or pertaining to such Material Subsidiary (and not as of the last day of the immediately
                                            preceding Fiscal Quarter);



		(d)	Cross
                                            Acceleration of Extended Financing Debt: The Guarantor or any Subsidiary (i) defaults
                                            in making payment when due of any Financing Debt (including all net obligations of the





    	 	- 75 -	 



     


    

Guarantor
or any such Subsidiary pursuant to currency, interest rate and commodity price hedging and swap agreements,
but excluding Borrowings) ("Extended Financing Debt") in an amount in excess of the greater of US$200,000,000 and two
(2%) percent of Consolidated Net Worth and such default is not remedied by the Guarantor or any such Subsidiary or is not waived by the
lender or counterparty in respect of such Extended Financing Debt (including the lessor under any Finance Lease) within two (2) Business
Days or any longer grace or cure period that is available under applicable documentation to remedy such default; or (ii)  causes
or permits to exist any default or event of default under any agreement or agreements evidencing Extended Financing Debt if such default
or event of default results in the acceleration of the payment of an aggregate amount of Extended Financing Debt in excess of the greater
of US$200,000,000 and two (2%) percent of Consolidated Net Worth;


		(e)	Breached
                                            Representations and Warranties: Any representation or warranty made or deemed to be made
                                            by an Obligor in this Agreement or by an Obligor (or any of its officers) in connection with
                                            this Agreement proves to have been incorrect in any material respect when made or deemed
                                            to be made hereunder;



		(f)	Judgments:
                                            A final judgment or order (subject to no further right of appeal) is rendered against
                                            the Guarantor or any Material Subsidiary for the payment of money in excess of the greater
                                            of US$200,000,000 and two (2%) percent of Consolidated Net Worth (other than any such judgment
                                            or order in favour of a lender that is a Non-Recourse Creditor, in respect of which such
                                            lender's recourse pursuant to such judgment or order or otherwise is limited to the specific
                                            Project in respect of which the debt which is the subject of such judgment or order was granted
                                            was incurred) and under which enforcement proceedings have commenced and have not been stayed,
                                            and which remains undischarged or unstayed for a period of 45 days; provided that
                                            any such final judgment or order rendered only with respect to a Material Subsidiary which
                                            is not the Borrower or a Restricted Subsidiary shall not be an Event of Default if the Guarantor
                                            would (in the reasonable opinion of the Majority Lenders as evidenced by their signatures
                                            on a confirmation thereof) be able to satisfy the financial tests set forth in Sections 8.1(j)
                                            and 8.2(e), calculated as of the date of such final judgment or order (and not as of the
                                            last day of the immediately preceding Fiscal Quarter), which tests shall be conducted after
                                            provision has been made for the payment of such final judgment or order;



		(g)	Non-Monetary
                                            Judgments: Any final non-monetary judgment or order (subject to no further right of appeal)
                                            shall be rendered against the Guarantor or any of its Material Subsidiaries that could be
                                            reasonably expected to have (i) a Material Adverse Effect, and there shall be any period
                                            of 30 consecutive days during which a stay of enforcement of such judgment or order shall
                                            not be in effect or (ii) an adverse effect on the legality, validity or enforceability
                                            of the Loan Documents;



		(h)	[Intentionally
                                            Deleted.]



		(i)	Failure
                                            to Perform Covenants and Agreements: (i) Any Obligor fails to perform or observe any
                                            term, covenant or agreement contained in Section 8.1(b), 8.1(e), 8.1(h)(iii), 8.1(j) or 8.2;
                                            or (ii) any Obligor shall fail to perform or observe any other term, covenant or agreement
                                            contained in this Agreement on its part to be performed or observed if such failure shall
                                            remain unremedied for 45 days after written notice thereof shall have been given to the Borrower
                                            by the Agent or any Lender; 



		(j)	Agreement
                                            Not Enforceable: Except as otherwise contemplated by Article 10, this Agreement
                                            or any material provision thereof shall for any reason cease to be valid and binding on or
                                            enforceable against any Obligor, or any Obligor shall so state in writing;





    	 	- 76 -	 



     


    

		(k)	Failure
                                            to be Wholly-Owned: If the Borrower shall cease to be a Wholly-Owned Subsidiary of the
                                            Guarantor;



		(l)	Change
                                            in Control: If a Change in Control in the Guarantor shall occur; or



		(m)	ERISA
                                            Event: The Guarantor or any of its respective ERISA Affiliates shall incur, or, in the
                                            reasonable opinion of the Majority Lenders, shall be reasonably likely to incur, liability
                                            in excess of $200,000,000 in the aggregate as a result of one or more of the following: (i)
                                            the occurrence of any ERISA Event; (ii) the partial or complete withdrawal of the Guarantor
                                            or any of its ERISA Affiliates from a Multiemployer Plan; or (iii) the reorganization or
                                            termination within the meaning of Title IV of ERISA of a Multiemployer Plan.



	9.2	Occurrence
                                            of an Event of Default



Upon
the occurrence and during the continuance of an Event of Default, the Agent may, at its option, and shall if so required by the Majority
Lenders, by written notice to the Borrower (an "Acceleration Notice"), declare all or any part of the Outstandings and
all other Loan Indebtedness (whether matured or unmatured) of the Borrower to the Lenders under this Agreement (including the amount
of all Bankers' Acceptances and BA Equivalent Loans, as determined by the Agent acting reasonably) to be due and payable, whereupon the
Total Syndicated Commitment and all Fronting Bank Commitments and any right of the Borrower to any further Borrowing shall terminate
and all Loan Indebtedness (whether matured or unmatured) of the Borrower to the Lenders pursuant to this Agreement (including the amount
of all Bankers' Acceptances and BA Equivalent Loans, as determined by the Agent acting reasonably) shall be immediately due and payable
without further demand or other notice of any kind, all of which are expressly waived by the Borrower; provided that upon the
occurrence of an Event of Default specified in Section 9.1(b) or 9.1(c), the Total Syndicated Commitment and all Fronting Bank Commitments
and any right of the Borrower to any further Borrowing shall automatically terminate and all Loan Indebtedness (whether matured or unmatured)
of the Borrower to the Lenders pursuant to this Agreement (including the amount of all Bankers' Acceptances and BA Equivalent Loans,
as determined by the Agent acting reasonably) shall be immediately due and payable without further demand or other notice of any kind,
all of which are expressly waived by the Borrower. The Borrower shall pay to the Lenders immediately the amount due and payable pursuant
to this Section 9.2, failing which the Lenders or any of them may pursue their remedies under this Agreement.


	9.3	Lenders'
                                            Right to Suspend the Borrowings



Where
(x) an occurrence occurs that would otherwise be an Event of Default but is not an Event of Default by reason of the repayment of
Borrowings or because there are no outstanding Borrowings (including, for certainty, because of any cash cover provided pursuant to Section 3.10(c)
or 3.10(d)), or (y) a Default or Event of Default exists, or (z) the financial statements delivered by the Borrower disclose
a likely breach of the financial tests in Section 8.1(j) or 8.2(e) which cannot be verified because the relevant Compliance Certificate
has not been delivered and in respect of which the Borrower has not satisfied the Majority Lenders that such breach has been rectified,
then, in each such case and notwithstanding anything else contained herein, the obligations of the Lenders to make Borrowings available
to the Borrower hereunder which would increase the total Outstandings shall be suspended and shall remain suspended, and all Interest
Periods and terms of Bankers' Acceptances, BA Equivalent Loans and Letters of Credit which commence during such period through Rollovers
and Conversions shall not exceed 1 month, until, as applicable, such occurrence, Default or Event of Default has been remedied or waived
and any conditions to the effectiveness (or the continued effectiveness) of such waiver are satisfied or are being complied with, as
applicable.


	9.4	Remedies
                                            Cumulative



The
Borrower expressly agrees that the rights and remedies of the Lenders under this Agreement and each of the Loan Documents delivered by
the Borrower hereunder are cumulative, and in addition to, and not in substitution for, any rights or remedies provided by law; any single
or partial exercise by




    	 	- 77 -	 



     


    

the
Lenders of any right or remedy for a default or breach of any term, covenant, condition or agreement in this Agreement or any Loan Document
delivered by the Borrower hereunder does not waive, alter, affect, or prejudice any other right or remedy to which the Lenders may be
lawfully entitled for the same default or breach.


	9.5	Set-Off



		(a)	In
                                            addition to any rights now or hereafter granted under Applicable Law but only to the extent
                                            permitted by Applicable Law and not by way of limitation of any such rights, upon the occurrence
                                            and during the continuance of an Event of Default hereunder, without prior notice to the
                                            Borrower, the Guarantor or any other Person, such notice being expressly waived by the Borrower
                                            and the Guarantor, the Agent and the Lenders are hereby authorized to set-off and to appropriate
                                            and to apply any and all deposits (general and special) and any other indebtedness at any
                                            time held by or owing by the Agent or such Lender to or for the credit of or the account
                                            of the Borrower or the Guarantor against and on account of the Obligations notwithstanding
                                            whether such Obligations may be contingent or unmatured. The Agent and the applicable Lenders
                                            shall provide the Borrower, the Guarantor, the Agent and each other Lender with prompt notice
                                            of the exercise of any of their rights under this Section 9.5.



		(b)	In
                                            addition to any rights now or hereafter granted under Applicable Law but only to the extent
                                            permitted by Applicable Law and not by way of limitation of any such rights, while a Lender
                                            is a Defaulting Lender pursuant to (i) or (ii) of the definition thereof, or while a Lender
                                            Insolvency Event exists with respect to such Lender or its Lender Parent, the Borrower is
                                            hereby authorized without prior notice to such Defaulting Lender or to any other Person,
                                            such notice being expressly waived by such Defaulting Lender, to set-off and to apply any
                                            and all deposits (general and special but excluding security deposits) held by such Defaulting
                                            Lender (or any Subsidiary of such Defaulting Lender) to or for the credit of or the account
                                            of the Borrower (or any Subsidiary of the Borrower) against and on account of the Borrowings
                                            and any accrued interest owing by the Borrower to such Defaulting Lender under this Agreement,
                                            regardless of whether the obligations in respect of such deposits or Borrowings are contingent
                                            or unmatured. The Borrower shall provide the Agent and the Defaulting Lender with prompt
                                            notice of the exercise of any of its rights under this Section; provided that:



		(i)	any
                                            Centralized Banking Arrangements shall take priority over the Borrower's rights under this
                                            Section;



		(ii)	prior
                                            to receipt of such notice by the Agent, the Agent shall not be obligated to reflect such
                                            set-off in the allocation of its payments to Lenders under Article 12;



		(iii)	after
                                            receipt of such notice by the Agent, such Defaulting Lender irrevocably authorizes the Agent
                                            to rely on such notice and to allocate payments from the Borrower to the Lenders in a manner
                                            which gives effect to such set-off (notwithstanding any provisions in Article 12 to the contrary);
                                            and



		(iv)	the
                                            Borrower agrees to indemnify the Agent and its Affiliates, directors, officers, agents and
                                            employees from any claims made against any of them by a Defaulting Lender in connection with
                                            this Section 9.5(b), all in accordance with Section 11.2 (and for such purposes a claim from
                                            a Defaulting Lender shall be deemed to be a third party claim).



	9.6	Cash
                                            Coverage Account



Upon
the occurrence of an Event of Default and in addition to any other rights or remedies of the Lenders hereunder, the Borrower, at the
request of the Agent, shall deposit into a Cash Coverage Account with the Agent such amounts as may be required to satisfy obligations
or liabilities of the Borrower to the Lenders under the Loan Documents in respect of Bankers' Acceptances which have not matured or Letters
of




    	 	- 78 -	 



     


    

Credit
which have not been drawn; provided that any such amounts not so deposited by the Borrower shall, at the option of the Lenders,
be paid by the Lenders into such Cash Coverage Account and shall be deemed to constitute, without duplication of any relating Outstandings,
a Prime Loan (in respect of amounts denominated in Cdn. Dollars) or a USBR Loan (in respect of amounts denominated in US Dollars).


	9.7	Application
                                            and Sharing of Payments Following Acceleration



Except
as otherwise agreed to by all of the Lenders in their sole discretion, any sum received by the Agent at any time after delivery of an
Acceleration Notice or after the occurrence of an Event of Default specified in Section 9.1(b) or 9.1(c) which the Agent is obliged
to apply in or towards satisfaction of sums due from the Borrower hereunder shall be applied by the Agent rateably among the Lenders
and the Agent in accordance with amounts owed to the Lenders and the Agent in respect of each category of amounts set forth below, each
such application to be made in the following order with the balance remaining after application in respect of each category to be applied
to the next succeeding category:


		(a)	Agent's
                                            Fees: firstly, in or towards payment of any fees then due and payable to the Agent and
                                            the Lenders hereunder, including, without limitation, those fees payable pursuant to the
                                            letter agreement referred to in Section 5.9;



		(b)	Agent's
                                            and Lenders' Expenses: secondly, rateably among the Agent and the Lenders in accordance
                                            with amounts owed to the Agent and the Lenders in respect of amounts due and payable as and
                                            by way of recoverable expenses hereunder;



		(c)	Interest
                                            and Fees: thirdly, rateably among the Lenders in accordance with amounts owed to the
                                            Lenders in respect of amounts due and payable as and by way of interest pursuant to Sections
                                            3.5(f), 5.1, 5.2 and 5.3, fees pursuant to Sections 5.4 and 5.5, adjusting payments
                                            pursuant to Section 5.6, interest on overdue amounts pursuant to Section 5.7 and standby
                                            fees pursuant to Section 5.8;



		(d)	Loan
                                            Indebtedness (other than Borrowings): fourthly, rateably among the Lenders in accordance
                                            with amounts owed to the Lenders in respect of any amount (other than Borrowings) then due
                                            and payable by the Borrower hereunder, other than amounts hereinbefore referred to in this
                                            Section 9.7; and



		(e)	Borrowings:
                                            fifthly, in or towards repayment to the Lenders of the Borrowings then outstanding hereunder
                                            in accordance with the provisions of Section 12.11.



ARTICLE
10

CHANGE OF CIRCUMSTANCES


	10.1	Market
                                            Disruption



		(a)	Respecting
                                            Term Benchmark Loans: If, with respect to any Term Benchmark Loans, (x) the Majority
                                            Lenders notify the Agent that the Adjusted Term SOFR Rate for any Interest Period for such
                                            Term Benchmark Loans will not adequately reflect the cost to such Majority Lenders of making,
                                            funding or maintaining their respective Term Benchmark Loans for such Interest Period, or
                                            (y) the Agent is unable to determine the Term SOFR Reference Rate under the definition
                                            thereof, the Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each
                                            Term Benchmark Loan will automatically, on the final day of the then existing Interest Period
                                            therefor, convert into a USBR Loan as if a Notice of Conversion had been given to the Agent
                                            by the Borrower pursuant to the provisions hereof, and (ii) the obligation of the Lenders
                                            to make, or to convert Loans into, Term Benchmark Loans shall be suspended until the Agent
                                            shall notify the Borrower and the Lenders that the circumstances causing such suspension
                                            no longer exist.





    	 	- 79 -	 



     


    

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



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



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



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



(the
date of determination or such specific date in the foregoing paragraphs (i) through (iii), the "CDOR Discontinuation Date"),


then
the Agent and the Borrower shall negotiate in good faith to select a replacement index rate for the CDOR Rate and make such spread adjustments
thereto and other related amendments to this Agreement that shall give due consideration to the prevailing market practice for: (A) determining
a rate of interest applicable to newly originated Canadian Dollar loans made in Canada at such time and for determining the discount
rate for Canadian Dollar bankers' acceptances issued and accepted in Canada at such time, and (B) transitioning existing loans and bankers'
acceptances from CDOR Rate-based rates to loans bearing interest and bankers' acceptances with discount rates calculated with reference
to the new reference index rate; provided that, to the extent reasonably practicable, the all-in rate paid by the Borrower under this
Agreement based on such replacement index rate will be substantially equivalent to the all-in rate applicable to Bankers’ Acceptances
and a BA Equivalent Loans made hereunder prior to the replacement of the CDOR Rate (excluding, for certainty, any differences resulting
from fluctuations in the Debt Rating).


Upon
an agreement being reached between the Agent and the Borrower pursuant to the immediately preceding paragraph, the Agent and the Borrower
shall enter into an amendment to this Agreement that gives effect to the replacement index rate, adjustments to the Applicable Pricing
Margin and such other related amendments as may be appropriate in the discretion of the Agent for the implementation and administration
of Canadian Dollar loans bearing interest or bankers' acceptances with discount rates calculated with reference to the replacement index
rate. Notwithstanding anything to the contrary in this Agreement (including Section 12.12) or any other Loan Document, such amendment
shall become effective at 5:00 p.m. (Calgary time) on the fifth Business Day after a copy of the amendment is provided to the Lenders
and without any further action or consent of any other party to this Agreement, unless the Agent receives, on or before such date and
time, a written notice from the Majority Lenders stating that such Lenders object to such amendment; provided that, if such replacement
index




    	 	- 80 -	 



     


    

rate
agreed upon to replace the CDOR Rate shall be less than zero, it shall be deemed to be zero for the purposes of this Agreement.


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


		(iv)	any
                                            requested Drawdown by way of, Conversion into, or Rollover of, a Bankers' Acceptance or a
                                            BA Equivalent Loan shall be deemed to be a request for a Prime Loan in the same principal
                                            amount; and



		(v)	in
                                            respect of a maturing Bankers' Acceptance or a BA Equivalent Loan, in the event the Borrower
                                            fails to give, if applicable, a Notice of Conversion with respect thereto specifying the
                                            Conversion of such Bankers' Acceptance or BA Equivalent Loan (on the maturity date thereof)
                                            into a Borrowing other than a Bankers' Acceptance or a BA Equivalent Loan (and provided a
                                            valid notice of repayment has not been delivered to the Agent in respect thereof), such maturing
                                            Bankers' Acceptance or BA Equivalent Loan shall be converted on the maturity date thereof
                                            into a Prime Loan as if a valid Notice of Conversion had been given to the Agent by the Borrower
                                            pursuant to the provisions hereof.



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


		(c)	Respecting
                                            Bankers' Acceptances: Notwithstanding anything to the contrary herein contained, if:



		(i)	the
                                            Agent (acting reasonably), makes a determination, which determination shall be conclusive
                                            and binding upon the Borrower, and notifies the Borrower, that there no longer exists an
                                            active market for bankers' acceptances accepted by the Lenders; or



		(ii)	the
                                            Agent is advised by Lenders holding at least 35% of the Total Syndicated Commitment by written
                                            notice (each, a "BA Suspension Notice") that such Lenders (acting reasonably)
                                            have determined that the Discount Rate will not or does not accurately reflect the discount
                                            rate which would be applicable to a sale of Bankers Acceptances accepted by such Lenders
                                            in the market for the applicable term;



		then:	



		(iii)	the
                                            right of the Borrower to request Bankers' Acceptances or BA Equivalent Loans from any Lender
                                            shall be suspended until the Agent (acting reasonably) determines that the circumstances
                                            causing such suspension no longer exist, and so notifies the Borrower and the Lenders;



		(iv)	any
                                            outstanding Notice of Drawdown requesting a Drawdown by way of Bankers' Acceptances or BA
                                            Equivalent Loans shall be deemed to be a Notice of Drawdown requesting a Borrowing by way
                                            of Prime Loans in the amount specified in the original Notice of Drawdown;





    	 	- 81 -	 



     


    

		(v)	any
                                            outstanding Notice of Conversion requesting a Conversion of a Borrowing into a Borrowing
                                            by way of Bankers' Acceptances or BA Equivalent Loans shall be deemed to be a Notice of Conversion
                                            requesting a Conversion of such Borrowing into a Borrowing by way of Prime Loans; and



		(vi)	any
                                            outstanding Notice of Rollover requesting a Rollover of Bankers' Acceptance or BA Equivalent
                                            Loans shall be deemed to be a Notice of Conversion requesting a Conversion of such Borrowing
                                            into a Borrowing by way of Prime Loans.



The
Agent shall promptly notify the Borrower and the Lenders under such Credit Facility of any suspension of the Borrower's right to request
the Bankers' Acceptances or BA Equivalent Loans and of any termination of any such suspension or if the circumstances giving rise to
such suspension no longer exist. A BA Suspension Notice shall be effective upon receipt of the same by the Agent if received prior to
12:00 noon (Calgary time) on a Business Day and, if not, then on the next following Business Day, except in connection with a Notice
of Drawdown, Notice of Conversion or Notice of Rollover previously received by the Agent, in which case the applicable BA Suspension
Notice shall only be effective with respect to such previously received Notice of Drawdown, Notice of Conversion or Notice of Rollover
if received by the Agent prior to 12:00 noon (Calgary time) two Business Days prior to the proposed Drawdown Date or date of Rollover
or Conversion (as applicable) applicable to such previously received Notice of Drawdown, Notice of Conversion or Notice of Rollover (as
applicable).


	10.2	Increased
                                            Costs or Reduced Income or Return Due to Change in Law



If
any Lender (acting reasonably) makes a determination that the adoption, introduction, implementation or coming into effect of any Applicable
Law, or any change therein, or any change in any existing Applicable Law or in the interpretation, administration or application of any
Applicable Law by any Governmental/Judicial Body or any other entity charged with the interpretation or administration thereof, or the
compliance by a Lender with any request or direction (whether or not having the force of law) of any such Governmental/Judicial Body
or entity, hereafter:


		(a)	subjects
                                            such Lender to, or causes the withdrawal or termination of any previously granted exemption
                                            with respect to, any Tax, or changes the basis of taxation, or increases any existing Tax,
                                            on payments of principal, interest, fees or other amounts payable by the Borrower to such
                                            Lender under this Agreement (except for Taxes based on the capital or overall net income
                                            or profits of such Lender or, in the case of a Lender which is a Schedule III Bank and
                                            without limiting the application of the foregoing part of this exception to such Lender,
                                            of any branch thereof);



		(b)	imposes,
                                            modifies or deems applicable any reserve, liquidity, cash margin, capital, deposit insurance,
                                            special deposit or similar requirements against assets held by, or deposits in or for the
                                            account of, or loans by or to, or any other acquisition of funds by, or drafts (including
                                            Bankers' Acceptances) accepted by an office of, such Lender;



		(c)	imposes
                                            on such Lender or expects there to be maintained by such Lender any capital adequacy or additional
                                            capital or liquidity requirements in respect of any Borrowings or undrawn Commitments or
                                            Fronting Bank Commitments hereunder or any other condition with respect to this Agreement;
                                            or



		(d)	imposes
                                            on such Lender any other conditions or requirements relevant to this Agreement or the Credit
                                            Facility;



and
the result of any of the foregoing shall be to increase the cost to, or reduce the amount of principal, interest, fees or other amounts
received or receivable by, such Lender hereunder or such Lender's effective return




    	 	- 82 -	 



     


    

hereunder
(without regard to Taxes based on capital or the overall net income or profits of such Lender or, in the case of a Lender which is a
Schedule III Bank and without limiting the application of the foregoing part of this exception to such Lender, of any branch thereof,
or the impact thereof) in respect of making, maintaining or funding a Borrowing hereunder or maintaining, as applicable, its Commitment
or Fronting Bank Commitment hereunder, or cause such Lender to make any payment or forego any interest, fees or other amounts hereunder,
then the Agent shall give notice thereof to the Borrower as soon as possible after such determination, and such Lender shall have no
further obligation to make Borrowings of the type affected or maintain, as applicable, its Commitment or Fronting Bank Commitment in
respect of such type of Borrowings unless prior arrangements satisfactory to such Lender are made to compensate it as hereinafter provided.
Such Lender shall, acting reasonably, determine that amount of money which shall compensate such Lender for such increase in cost, reduction
in principal, interest, fees or other amount received or receivable by such Lender, or such reduction in effective return hereunder,
or any payment made or interest, fees or other amounts forgone (herein referred to as "Additional Compensation"). Notwithstanding
anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all regulations, requests,
rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated
by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the
United States, Canadian or other regulatory authorities, in each case pursuant to Basel III ((i) and (ii) being, the "New Rules"),
shall in each case be deemed to be a change in Applicable Law for the purposes of this Section 10.2, regardless of the date enacted,
adopted or issued, in each case (i) to the extent that such New Rules are applicable to a Lender claiming Additional Compensation, (ii)
to the extent that such New Rules are materially different from Applicable Laws which are in full force and effect on the Effective Date
and (iii) to the extent that such New Rules are not limited to specific financial institutions only but instead have general application
to substantially all banks or their Affiliates which are subject to the New Rules in question. Upon a Lender having determined that it
is entitled to Additional Compensation in accordance with the provisions of this Section 10.2, such Lender shall promptly so notify
the Borrower and the Agent and shall provide the Borrower and the Agent with a photocopy of the Applicable Law, rule, guideline, regulation,
treaty or official directive (or, if it is impracticable to provide a photocopy, a written summary of the same) and a certificate of
a duly authorized officer of such Lender setting forth the amount of the Additional Compensation and the basis of calculation therefor,
which shall be prima facie evidence of the amount of such Additional Compensation, in the absence of manifest error. The Borrower
shall pay to such Lender, within ten (10) Business Days of the giving of such notice by such Lender, such Lender's Additional Compensation,
as additional interest. Each of the Lenders shall be entitled to be paid such Additional Compensation from time to time to the extent
that the provisions of this Section 10.2 are then applicable, notwithstanding that any Lender has previously been paid any Additional
Compensation. Each Lender agrees that it will not claim Additional Compensation from the Borrower under this Section 10.2 (i) if
it is not generally claiming similar compensation from its other customers in similar circumstances; or (ii) in respect of any period
greater than three (3) months prior to the delivery of notice in respect thereof by such Lender, unless the adoption, change or other
event or circumstance giving rise to the claim for Additional Compensation is retroactive or is retroactive in effect. When Additional
Compensation is payable to a Lender, the Borrower shall have the right, upon at least three Business Days prior written notice to the
Agent (unless provided otherwise below), to either:


		(a)	effect
                                            a Conversion of such Lender's Lender's Proportion of the applicable Borrowing in accordance
                                            with the provisions hereof; or
	 	 	 
	 	(b)	prepay
                                            such Lender's Lender's Proportion of the principal of such Borrowing together with:






		(i)	accrued
                                            interest;



		(ii)	such
                                            Additional Compensation as may be applicable with respect to such Lender's Lender's Proportion
                                            of such Borrowing to the date of such payment;



		(iii)	in
                                            the case of Term Benchmark Loans, all costs, losses, premiums and expenses incurred by such
                                            Lender by reason of the liquidation or re-deployment of deposits or other funds or for
                                            any other reason whatsoever resulting from the repayment of such





    	 	- 83 -	 



     


    

Lender's
Lender's Proportion of such Borrowing, or any part thereof, on other than the last day of the applicable Interest Period;


		(iv)	in
                                            the case of Bankers' Acceptances accepted by such Lender, such amount as such Lender may,
                                            in its discretion, require be deposited with such Lender in order to yield to that Lender
                                            on the maturity date of such Bankers' Acceptances the face amount thereof; and



		(v)	in
                                            the case of Letters of Credit, provision satisfactory to such Lender (acting reasonably)
                                            being made for the indemnification, cash collateralization or release of such Lender from
                                            its obligations relating to all outstanding Letters of Credit.



Subject
to Section 12.11, any such Conversion or prepayment need not be pro rata as among the Lenders under the Credit Facility or
this Agreement or otherwise in compliance with Section 3.11.


	10.3	Illegality



If
a Lender (acting reasonably) makes a determination, which shall be conclusive and binding upon the Borrower, that the adoption, introduction
or coming into effect of any Applicable Law, or any change therein, or any change in any existing Applicable Law or in the interpretation,
administration or application of any Applicable Law by any Governmental/Judicial Body or any other entity charged with the interpretation
or administration thereof, or the compliance by a Lender with any request or direction (whether or not having the force of law) of any
such Governmental/Judicial Body or entity, hereafter makes it unlawful or impossible for such Lender to make, fund or maintain a Borrowing
hereunder or to comply with, or give effect to, its obligations under this Agreement, such Lender may, by written notice thereof to the
Borrower and to the Agent, declare its obligations under this Agreement in respect of such types of Borrowing to be terminated, whereupon
the same shall forthwith terminate, and the Borrower shall, within the time required by such law (or at the end of such longer period
as such Lender at its discretion has agreed), either:


		(a)	effect
                                            a Conversion of such Lender's Lender's Proportion of such Borrowing in accordance with the
                                            provisions hereof (if such Conversion would resolve the unlawfulness or impossibility); or
                                            



		(b)	prepay
                                            such Lender's Lender's Proportion of the principal of such Borrowing together with:



		(i)	accrued
                                            interest;



		(ii)	such
                                            Additional Compensation as may be applicable with respect to such Lender's Lender's Proportion
                                            of such Borrowing to the date of such payment;



		(iii)	in
                                            the case of Term Benchmark Loans, all costs, losses, premiums and expenses incurred by such
                                            Lender by reason of the liquidation or re-deployment of deposits or other funds or for
                                            any other reason whatsoever resulting from the repayment of such Lender's Lender's Proportion
                                            of such Borrowing, or any part thereof, on other than the last day of the applicable Interest
                                            Period;



		(iv)	in
                                            the case of Bankers' Acceptances accepted by such Lender, such amount as such Lender may,
                                            in its discretion, require be deposited with such Lender in order to yield to that Lender
                                            on the maturity date of such Bankers' Acceptances the face amount thereof; and



		(v)	in
                                            the case of Letters of Credit, provision satisfactory to such Lender (acting reasonably)
                                            being made for the indemnification, cash collateralization or release of such Lender from
                                            its obligations relating to all outstanding Letters of Credit.





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Subject
to Section 12.11, any such Conversion or prepayment need not be pro rata as among the Lenders under the Credit Facility or
this Agreement or otherwise in compliance with Section 3.11. If any such change shall only affect a portion of such Lender's obligations
under this Agreement which is, in the opinion of such Lender, the Agent and the Borrower, severable from the remainder of this Agreement
so that the remainder of this Agreement may be continued in full force and effect without otherwise affecting any of the obligations
of the Agent, the other Lenders or the Borrower hereunder, such Lender shall only declare its obligations under that portion so terminated.


	10.4	Designation
                                            of Different Lending Office



If
any Lender requests Additional Compensation under Section 10.2, or the Borrower is required to pay any additional amount to the Agent
on behalf of any Lender pursuant to Section 6.3(a), or if any Lender gives a notice pursuant to Section 10.3, then such Lender shall
use reasonable efforts to designate a different lending office for funding or booking the Borrowings hereunder or to assign its rights
and obligations hereunder to another of its offices, branches or Affiliates, if, in the reasonable judgment of such Lender, such designation
or assignment (i) would eliminate or reduce amounts payable pursuant to Section 10.2 or 6.3(a), as the case may be, in the future, or
eliminate the need for the notice pursuant to Section 10.3, as applicable, and (ii) in each case, would not subject such Lender to any
unreimbursed cost or expense and would not otherwise be disadvantageous in any material respect to such Lender. The Borrower hereby agrees
to pay all reasonable and documented out-of-pocket costs and expenses incurred by any Lender in connection with any such designation
or assignment.


	10.5	Benchmark
                                            Replacement Setting



		(a)	Notwithstanding
                                            anything to the contrary herein or in any other Loan Document, if a Benchmark Transition
                                            Event and its related Benchmark Replacement Date have occurred prior to the Reference Time
                                            in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement
                                            is determined in accordance with clause (1) of the definition of “Benchmark Replacement”
                                            for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark
                                            for all purposes hereunder and under any Loan Document in respect of such Benchmark setting
                                            and subsequent Benchmark settings without any amendment to, or further action or consent
                                            of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement
                                            is determined in accordance with clause (2) of the definition of “Benchmark Replacement”
                                            for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark
                                            for all purposes hereunder and under any Loan Document in respect of any Benchmark setting
                                            at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date
                                            notice of such Benchmark Replacement is provided to the Lenders without any amendment to,
                                            or further action or consent of any other party to, this Agreement or any other Loan Document
                                            so long as the Agent has not received, by such time, written notice of objection to such
                                            Benchmark Replacement from Lenders comprising the Majority Lenders.



		(b)	Notwithstanding
                                            anything to the contrary herein or in any other Loan Document, the Agent will have the right
                                            to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything
                                            to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark
                                            Replacement Conforming Changes will become effective without any further action or consent
                                            of any other party to this Agreement.



		(c)	The
                                            Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark
                                            Transition Event, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness
                                            of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any
                                            tenor of a Benchmark pursuant to clause (d) below and (v) the commencement or conclusion
                                            of any Benchmark Unavailability Period. Any determination, decision or election that may
                                            be made by the Agent or, if applicable, any Lender (or group of





    	 	- 85 -	 



     


    

Lenders)
pursuant to this Section 10.5, including any determination with respect to a tenor, rate or adjustment
or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or
any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent
from any other party hereto, except, in each case, as expressly required pursuant to this Section 10.5.


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



		(e)	Upon
                                            the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability
                                            Period, the Borrower may revoke any request for a Term Benchmark Loan of, conversion to or
                                            continuation of Term Benchmark Loans to be made, converted or continued during any Benchmark
                                            Unavailability Period and, failing that, the Borrower will be deemed to have converted any
                                            request for a Term Benchmark Loan into a request for a Borrowing of or conversion to a USBR
                                            Loan. During any Benchmark Unavailability Period or at any time that a tenor for the then-current
                                            Benchmark is not an Available Tenor, the component of the USBR Loan based upon the then-current
                                            Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination
                                            of US Base Rate. Furthermore, if any Term Benchmark Loan is outstanding on the date of the
                                            Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period
                                            with respect to the Adjusted Term SOFR Rate applicable to such Term Benchmark Loan, then
                                            until such time as a Benchmark Replacement is implemented pursuant to this Section 10.5,
                                            any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Term
                                            Benchmark Loan(or the next succeeding Business Day if such day is not a Business Day), be
                                            converted by the Agent to, and shall constitute, a USBR Loan.



ARTICLE
11

PAYMENT OF EXPENSES AND INDEMNITIES


	11.1	Payment
                                            of Expenses



The
Borrower shall:


		(a)	pay
                                            all reasonable legal fees and expenses incurred by the Agent in connection with the preparation,
                                            execution, delivery, syndication or operation of this Agreement or the other Loan Documents
                                            delivered by the Borrower hereunder, including any subsequent amendment hereto or thereto;
                                            and



		(b)	pay
                                            to the Agent and each Lender all reasonable expenses incurred in the maintenance, enforcement
                                            and preservation of any of their rights under the Loan Documents delivered by the





    	 	- 86 -	 



     


    

Borrower
hereunder or incurred in respect of any security for the Total Syndicated Commitment provided in accordance with Section
8.2(a), including reasonable legal fees on a solicitor-client basis and out-of-pocket expenses of counsel to the Agent or such Lender.


	11.2	General
                                            Indemnity



In
addition to any liability of the Borrower to any Lender or the Agent under any other provision hereof, the Borrower shall indemnify each
Lender and the Agent and their respective Affiliates, directors, officers, agents and employees (collectively, in this Section 11.2,
the “Indemnified Parties”), and hold each Indemnified Party harmless from and against any losses, claims, costs, damages
or liabilities (including reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred
by the same which arise as a result of or in connection with the Loan Documents including, without limitation, as a result of or in connection
with:


		(a)	all
                                            third party claims, suits, debts, damages, costs, losses, liabilities, penalties, obligations,
                                            judgments, charges, expenses and disbursements arising in connection with any action, suit
                                            or proceeding (whether or not an Indemnified Party is a party or subject thereto) relating
                                            to the Borrowings or the Loan Documents, including any environmental claims relating to the
                                            Borrower or any of its Subsidiaries;



		(b)	any
                                            cost or expense incurred by reason of the liquidation or re-deployment in whole or in part
                                            of deposits or other funds required by any Lender to fund or maintain any Borrowing as a
                                            result of the Borrower's failure to complete a Drawdown, Conversion or Rollover hereunder
                                            or to make any payment, repayment or prepayment on the date required hereunder or specified
                                            by it in any notice given hereunder;



		(c)	subject
                                            to permitted Conversions and Rollovers of Bankers’ Acceptances and Letters of Credit
                                            hereunder, the Borrower's failure to provide for the payment to the Agent for the account
                                            of the Lenders of the full principal amount of each Bankers' Acceptance on its maturity date
                                            or the full amount drawn on any Letter of Credit;



		(d)	the
                                            Borrower's failure to pay any other amount, including, without limitation, any interest or
                                            fee, due hereunder on its due date after the expiration of any applicable grace or notice
                                            periods (subject, however, to the interest obligations of the Borrower hereunder for overdue
                                            amounts);



		(e)	the
                                            prepayment of any outstanding Term Benchmark Loan before the last day of the Interest Period
                                            in respect of such Term Benchmark Loan including, without limitation, any and all costs,
                                            losses, premiums or expenses incurred by reason of a liquidation or re-deployment of deposits
                                            or other funds in respect of Term Benchmark Loans outstanding from time to time hereunder;



		(f)	the
                                            prepayment of any outstanding Bankers' Acceptance before the maturity date of such Bankers'
                                            Acceptance;



		(g)	the
                                            Borrower's failure to give any notice required to be given by it to the Agent or the Lenders
                                            hereunder;



		(h)	the
                                            failure of the Borrower to make any other payment due hereunder;



		(i)	any
                                            inaccuracy or incompleteness of the Borrower's representations and warranties contained in
                                            Article 2;



		(j)	any
                                            failure of the Borrower to observe or fulfil its obligations under Article 8; or





    	 	- 87 -	 



     


    

		(k)	the
                                            occurrence of any Event of Default;



provided
that this Section 11.2 shall not apply to any losses, claims, costs, damages or liabilities of any Indemnified Party claiming
indemnity hereunder to the extent that the same are determined by a court of competent jurisdiction by final and non-appealable judgment
to have arisen by reason of the bad faith, gross negligence or wilful misconduct of such Indemnified Party. Payment of an amount for
which the Borrower is liable under this indemnification shall be made within 30 days from the date an Indemnified Party makes written
demand for payment thereof. The provisions of this Section 11.2 shall survive the termination of the Agreement and the repayment
of the obligations of the Borrower hereunder. The Borrower agrees not to assert any claim against any of the Agent, the Lead Arrangers
or any Lender or any of their respective Affiliates or their officers, directors, employees, agents or advisors (each, a “Lender-Related
Person”), on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise
relating to any of the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the
Borrowings. No Lender-Related Person shall be liable for any damages arising from the use by unintended recipients of any information
or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with
this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.


ARTICLE
12

THE AGENT AND THE LENDERS


	12.1	Authorization
                                            of Agent



Each
Lender irrevocably appoints and authorizes the Agent to exercise such powers, perform such duties, take such actions, make such decisions
and determinations and give such consents under the Loan Documents as are required to be exercised, performed, taken, made, given or
otherwise carried out by the Agent hereunder or under any other agreement between the Lenders, together with all powers reasonably incidental
thereto. As to any matters not expressly required by this Agreement or by any other agreement between the Lenders to be carried out by
the Agent, the Agent is not required to exercise any discretion or take or to refrain from taking any action except upon the written
instructions of the Majority Lenders. Notwithstanding anything to the contrary in this Agreement, the Agent shall not be required to
exercise any discretion or to take or to refrain from taking any action in any manner which is contrary to the Loan Documents, to any
other agreement between the Lenders or to Applicable Law.


	12.2	Responsibility
                                            of Agent



The
Agent makes no representation or warranty, and accepts no responsibility, with respect to the due execution, legality, validity, sufficiency,
enforceability or priority of any of the Loan Documents nor with respect to the due execution, legality, validity, sufficiency, enforceability,
accuracy or authenticity of any documents, papers, materials or other information furnished by the Borrower (or any other Person, including
the Agent) in connection with the Loan Documents, whether provided before or after the date of this Agreement. The Agent shall incur
no liability to the Lenders under or in respect of the Loan Documents with respect to anything which it may do or refrain from doing
in the reasonable exercise of its judgment or which may seem to it to be necessary or desirable in the circumstances, except for its
gross negligence or wilful misconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction). The Agent
assumes no responsibility for the payment of any of the Borrowings or other Loan Indebtedness owing hereunder by the Borrower.


	12.3	Acknowledgement
                                            of Lenders



Each
Lender acknowledges to the Agent that it has been, and will continue to be, solely responsible for making its own independent appraisal
of and investigation into the financial condition, creditworthiness, environmental soundness, affairs, status and nature of the Borrower
and accordingly, each Lender confirms to the Agent that it has not relied, and will not hereafter rely, on the Agent:




    	 	- 88 -	 



     


    

		(a)	Information:
                                            to check or inquire on its behalf into the adequacy, accuracy or completeness of any
                                            information provided by the Borrower or in connection with the Loan Documents (whether or
                                            not such information has been or is hereafter circulated to such Lender by the Agent);



		(b)	Performance:
                                            to inquire as to the performance by the Borrower of its obligations under the Loan Documents;
                                            or



		(c)	Credit
                                            Review: to assess or keep under review on its behalf the financial condition, creditworthiness,
                                            environmental soundness, affairs, status or nature of the Borrower.



	12.4	Rights
                                            and Obligations of Each Lender



The
rights and obligations of each Lender under this Agreement are several and no Lender shall be obligated to make Borrowings available
to the Borrower in excess of the amount of such Lender's Syndicated Commitment. The failure of a Lender to perform its obligations under
this Agreement shall neither:


		(a)	No
                                            Liability to Other Lenders: result in any other Lender incurring any liability whatsoever;
                                            nor



		(b)	No
                                            Relief from Obligations: relieve the Borrower or any other Lender from their respective
                                            obligations under any Loan Document.



Nothing
contained herein or in any other Loan Document nor any action taken pursuant hereto or thereto shall be deemed to constitute the Lenders
a partnership, joint venture or any other similar entity.


	12.5	Determinations
                                            by Lenders



		(a)	Lenders'
                                            Determinations: Where the provisions of this Agreement provide that any waiver of, or
                                            any amendment to, any provision of the Loan Documents may be made, or any action, consent
                                            or other determination in connection with the Loan Documents may be taken or given, with
                                            the consent or agreement of the Majority Lenders, then any such waiver, amendment, action,
                                            consent or determination so made, so taken or so given with the consent or agreement of the
                                            Majority Lenders shall be binding on all of the Lenders and all of the Lenders shall cooperate
                                            in all ways necessary or desirable to implement and effect any such waiver, amendment, action,
                                            consent or determination consented or agreed to by the Majority Lenders.



		(b)	Deemed
                                            Non-Consent: Unless otherwise specifically dealt with in this Agreement, in the event
                                            the Agent delivers a written notice to a Lender requesting advice from such Lender as to
                                            whether it consents or objects to any matter in connection with the Loan Documents, then,
                                            except as otherwise expressly provided herein, if such Lender does not deliver to the Agent
                                            its written consent or objection to such matter within twenty (20) Business Days of the delivery
                                            of such written notice by the Agent to such Lender, such Lender shall be deemed to have refused
                                            its consent thereto upon the expiry of such twenty (20) Business Day period.



	12.6	Notices
                                            between the Lenders, the Agent and the Borrower



All
notices by the Lenders to the Agent shall be through the Agent's Branch of Account and all notices by the Agent to a Lender shall be
through such Lender's Branch of Account. All notices or communications between the Borrower and the Lenders which are required or contemplated
pursuant to the Loan Documents shall be given or made through the Agent at the Agent's Branch of Account.


	12.7	Agent's
                                            Duty to Deliver Documents Obtained from Borrower



The
Agent shall promptly deliver to each Lender, at its Branch of Account, such notices, documents, papers, materials and other information
as are furnished by the Borrower to the Agent and which




    	 	- 89 -	 



     


    

are
not (i) notices or information relating solely to the role of the Agent or any Fronting Bank hereunder, or (ii) required to be furnished
by the Borrower directly to the Lenders pursuant to this Agreement.


	12.8	Arrangements
                                            for Borrowings



		(a)	Notices
                                            by Agent: Promptly after receipt by the Agent of any Notice of Drawdown, Notice of Conversion
                                            or a Notice of Rollover, the Agent shall advise each relevant Lender of the amount, date
                                            and details of each Drawdown, Conversion and Rollover to which such notice relates and of
                                            such Lender's share in each Borrowing, as determined by the Agent in accordance with the
                                            provisions of Sections 12.8(b) and 12.8(c).



		(b)	Drawdowns:
                                            Subject to the terms and conditions of this Agreement, on each Drawdown Date in respect
                                            of a Drawdown, in immediately available funds for good value, each Lender will make available
                                            to the Borrower:



		(i)	the
                                            same proportion of such Borrowing by way of Loans as the amount of such Lender's Syndicated
                                            Commitment at such time bears to the Total Syndicated Commitment at such time, by forwarding
                                            to the Agent at the Agent's Account for Payments the amount of Loans required to be made
                                            available by such Lender; and



		(ii)	the
                                            same proportion of such Borrowing by way of Bankers' Acceptances (by accepting and purchasing
                                            such Bankers' Acceptances, or, if such Lender is a Non-Acceptance Lender, making BA Equivalent
                                            Loans in lieu thereof) as the amount of such Lender's Syndicated Commitment at such time
                                            bears to the Total Syndicated Commitment at such time, by forwarding to the Agent at the
                                            Agent's Account for Payments the amount of the Discount Proceeds in respect of such Bankers'
                                            Acceptances or BA Equivalent Loans required to be accepted and purchased or made by such
                                            Lender (less the amount of applicable fees payable by the Borrower to such Lender pursuant
                                            to Section 3.5(f) or 5.4).



		(c)	Conversions
                                            and Rollovers: Subject to the terms and conditions of this Agreement, on each Borrowing
                                            Conversion Date and Borrowing Rollover Date in respect of a Conversion or Rollover of a Borrowing,
                                            in immediately available funds for good value, each relevant Lender will Convert or Rollover
                                            the amount of such Borrowing held by it.



	12.9	Arrangements
                                            for Repayment of Borrowings



		(a)	Prior
                                            to Acceleration: Prior to the delivery of an Acceleration Notice or the occurrence of
                                            an Event of Default specified in Section 9.1(b) or 9.1(c), upon receipt by the Agent
                                            of payments from the Borrower on account of principal, interest, fees or any other payment
                                            made to the Agent on behalf of the Lenders, the Agent shall pay over to each Lender at its
                                            Branch of Account the amount to which it is entitled under this Agreement and shall use its
                                            best efforts to make such payment to such Lender on the same Business Day on which such payment
                                            is received by the Agent. If the Agent does not remit any such payment to a Lender on the
                                            same Business Day as such payment is received in immediately available funds for good value
                                            by the Agent, the Borrower shall nevertheless be deemed to have made such payment to such
                                            Lender on such Business Day and the Agent shall pay interest thereon to such Lender until
                                            the date of payment at a rate determined by the Agent (such rate to be conclusive and binding
                                            on such Lender) in accordance with the Agent's usual banking practice in respect of deposits
                                            of amounts comparable to the amount of such payment which are received by the Agent at a
                                            time similar to the time at which such payment is received by the Agent.





    	 	- 90 -	 



     


    

		(b)	Subsequent
                                            to Acceleration: Following delivery of an Acceleration Notice or the occurrence of an
                                            Event of Default specified in Section 9.1(b) or 9.1(c), the Lenders shall share any
                                            payments subsequently received in accordance with Section 9.7.



	12.10	Repayment
                                            by Lenders to Agent



		(a)	Where
                                            Borrower Fails to Pay: Unless the Agent has been notified in writing by the Borrower
                                            at least one (l) Business Day prior to the date on which any payment to be made by the Borrower
                                            hereunder is due that the Borrower does not intend to remit such payment, the Agent may,
                                            in its discretion, assume that the Borrower has remitted such payment when so due and the
                                            Agent may, in its discretion and in reliance upon such assumption, make available to each
                                            relevant Lender on such payment date an amount equal to the amount of such payment which
                                            is due to such Lender pursuant to this Agreement. If the Borrower does not in fact remit
                                            such payment to the Agent, the Agent shall promptly notify each relevant Lender and each
                                            such Lender shall forthwith on demand repay to the Agent the amount of such assumed payment
                                            made available to such Lender, together with interest thereon until the date of repayment
                                            thereof at a rate determined by the Agent (such rate to be conclusive and binding on such
                                            Lender) in accordance with the Agent's usual banking practice for similar advances to financial
                                            institutions of like standing to such Lender.



		(b)	Where
                                            a Lender Fails to Pay: Unless the Agent has been notified in writing by a Lender at least
                                            one (l) Business Day prior to a Drawdown Date, Borrowing Conversion Date or Borrowing Rollover
                                            Date that such Lender does not intend to make available the amount required to be made available
                                            by such Lender pursuant to this Agreement on such Drawdown Date, Borrowing Conversion Date
                                            or Borrowing Rollover Date, the Agent may, in its discretion, assume that such Lender has
                                            remitted funds to the Agent in an amount equal to the amount required to be made available
                                            by such Lender pursuant to this Agreement and the Agent may, in its discretion and in reliance
                                            upon such assumption, make available to the Borrower on such Drawdown Date, Borrowing Conversion
                                            Date or Borrowing Rollover Date an amount equal to the amount required to be made available
                                            by such Lender pursuant to this Agreement. If a Lender does not in fact remit such funds
                                            to the Agent, the Agent shall promptly notify such Lender and such Lender shall forthwith
                                            remit such funds to the Agent, failing which the Borrower shall forthwith on demand repay
                                            to the Agent (without prejudice to the Borrower's rights against such Lender) the amount
                                            made available by the Agent on behalf of such Lender, in each case together with interest
                                            thereon until the date of repayment thereof at a rate determined by the Agent (such rate
                                            to be conclusive and binding on such Lender or the Borrower, as the case may be) in accordance
                                            with the Agent's usual banking practice for similar advances to financial institutions of
                                            like standing to such Lender.



	12.11	Adjustments
                                            Among Lenders



		(a)	Adjustments
                                            to Outstanding Borrowings: Each Lender agrees that, after delivery of an Acceleration
                                            Notice or the occurrence of an Event of Default specified in Section 9.1(b) or 9.1(c),
                                            it will at any time and from time to time upon the request of the Agent as required by any
                                            Lender purchase portions of the Borrowings made available by the other Lenders which remain
                                            outstanding and make any other adjustments which may be necessary or appropriate, in order
                                            that the amount of Outstandings owed to each Lender, as adjusted pursuant to this Section 12.11(a),
                                            will be in the same proportion as that Lender's Syndicated Commitment is of the Total Syndicated
                                            Commitment at such time.



		(b)	Application
                                            of Payments: The Lenders agree that, after delivery of an Acceleration Notice or the
                                            occurrence of an Event of Default specified in Section 9.1(b) or 9.1(c), the amount
                                            of any repayment made by the Borrower under this Agreement, and the amount of any proceeds
                                            from the exercise of any rights or remedies of the Lenders under the Loan Documents, which
                                            are to





    	 	- 91 -	 



     


    

be
applied against amounts owing hereunder, will be so applied in a manner so that, to the extent possible, the amount of Outstandings owed
to each Lender which remain outstanding after giving effect to such application and any adjustments made pursuant to Section 12.11(a)
will be in the same proportion as the amount of Outstandings owed to such Lender is of the amount of Outstandings owed to all Lenders
as of the date of delivery of such Acceleration Notice or occurrence of such Event of Default, as applicable.


		(c)	Receipt
                                            of Payments other than Borrowings: Notwithstanding anything contained in this Section 12.11,
                                            there shall not be taken into account, for the purposes of computing any amount payable to
                                            any Lender pursuant to this Section 12.11, any amount which a Lender receives as a result
                                            of any payment (whether voluntary, involuntary, through the exercise of any right of set-off,
                                            or otherwise) on account of any monies owing by the Borrower to such Lender other than on
                                            account of liabilities arising under the Loan Documents; provided that, if at any
                                            time after delivery of an Acceleration Notice or the occurrence of an Event of Default under
                                            Section 9.1(b) or 9.1(c), a Lender receives any payment (whether voluntary, involuntary,
                                            through the exercise of any right of set-off, or otherwise) on account of monies owing or
                                            payable to it by the Borrower in respect of liabilities of the Borrower arising under the
                                            Loan Documents, such Lender shall purchase portions of the Borrowings made available by the
                                            other Lenders which remain outstanding to the extent required so that, to the extent possible,
                                            the amount of Outstandings owed to each Lender after giving effect to such purchase and any
                                            adjustments made pursuant to Sections 12.11(a) and 12.11(b) will be in the same proportion
                                            as the amount of Outstandings owed to such Lender is of the amount of Outstandings owed to
                                            all Lenders as of the date of delivery of such Acceleration Notice or occurrence of such
                                            Event of Default, as applicable.



		(d)	Further
                                            Assurances: The Borrower agrees to be bound by and, at the request of the Agent, to do
                                            all things necessary or appropriate to give effect to any and all purchases and other adjustments
                                            made by and between the Lenders pursuant to this Section 12.11, but shall incur no increased
                                            liabilities, costs or expenses, in aggregate, by reason thereof.



	12.12	Lenders'
                                            Consents to Waivers, Amendments, etc.



		(a)	Unanimous
                                            Consent of All Lenders: No amendment, waiver or consent with respect to any provision
                                            of the Loan Documents shall do any of the following:



		(i)	waive
                                            (A) any of the conditions precedent specified in Section 7.1 or (B) a condition precedent
                                            to Borrowing if such condition relates to Section 9.1(a) or 9.1(j); 



		(ii)	change
                                            the percentage of the Commitments or the aggregate unpaid principal amount of Loans, or the
                                            aggregate undrawn face amount of outstanding Letters of Credit, or the number of Lenders,
                                            that shall be required for the Lenders or any of them to take any action hereunder; 



		(iii)	(A)
                                            release any guarantee provided by the Guarantor for the benefit of the Lenders hereunder,
                                            (B) limit the liability of the Guarantor thereunder, (C) postpone any date fixed for payment
                                            thereunder or (D) shorten the term of any such guarantee; or



		(iv)	amend
                                            this Section 12.12; 



in
each case, unless such amendment, waiver or consent is agreed to in writing by all of the Lenders.




    	 	- 92 -	 



     


    

		(b)	Consent
                                            of Directly Affected Lenders: No amendment, waiver or consent with respect to any provision
                                            of the Loan Documents shall do any of the following:



		(i)	increase
                                            the Syndicated Commitments or subject the Lenders to any additional obligations; 



		(ii)	reduce
                                            the principal, or rate of interest on, the Outstandings or any fees or other amounts payable
                                            hereunder; 



		(iii)	postpone
                                            any date fixed for any payment of principal of, or interest on, the Outstandings or any fees
                                            or other amounts payable to the Lenders hereunder or postpone the expiration date of any
                                            Letter of Credit beyond the Maturity Date; or



		(iv)	extend
                                            the Maturity Date;



in
each case, unless such amendment, waiver or consent is agreed to in writing by each Lender directly affected thereby.


		(c)	Majority
                                            Consent: Subject to the other provisions of this Section 12.12, and except as otherwise
                                            provided in the Loan Documents, any waiver of, or any amendment to, any provision of the
                                            Loan Documents (including a waiver of a Default or an Event of Default) and any action, consent
                                            or other determination in connection with the Loan Documents shall bind all of the Lenders
                                            if such waiver, amendment, action, consent or other determination is agreed to in writing
                                            by the Majority Lenders.



		(d)	Agent's
                                            Consent: Any waiver of, or any amendment to, any provision of the Loan Documents which
                                            relates to the rights or obligations of the Agent shall require the agreement of the Agent
                                            thereto.



		(e)	Fronting
                                            Banks' Consent: Any waiver of, or any amendment to, any provision of the Loan Documents
                                            which relates to the rights or obligations of the Fronting Banks shall require the agreement
                                            of all of the Fronting Banks thereto; provided that, in the case of fronting fees,
                                            only the agreement of the relevant Fronting Bank shall be required.



		(f)	Defaulting
                                            Lender’s Consent: Any waiver or amendment described in the proviso in Section 12.20(a)(ii)
                                            shall require the agreement of the Defaulting Lender referred to in such proviso.



		(g)	Minor
                                            Amendments: Any provision of this Agreement or any other Loan Document may be amended
                                            by an agreement in writing entered into by the Borrower, the Guarantor and the Agent to (i)
                                            cure any ambiguity, omission, mistake, defect or inconsistency (as reasonably determined
                                            by the Agent, the Borrower and the Guarantor) or (ii) effect administrative changes of a
                                            technical or immaterial nature and any such amendment shall be deemed approved by the Lenders
                                            if the Lenders shall have received at least five (5) Business Days’ prior written notice
                                            of such amendment and the Agent shall not have received, within five (5) Business Days of
                                            the date of such notice to the Lenders, a written notice from the Majority Lenders stating
                                            that the Majority Lenders object to such amendment.



		(h)	Benchmark
                                            Conforming Amendments: The Agent, the Borrower and the Guarantor may, without the consent
                                            of any Lender, enter into amendments or modifications to this Agreement or any of the other
                                            Loan Documents or to enter into additional Loan Documents as the Agent deems appropriate
                                            in order to implement any Benchmark Replacement or any Benchmark Replacement Conforming Change
                                            or otherwise effectuate the terms of Section 10.5 in accordance with the terms thereof.





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	12.13	Reimbursement
                                            of Agent's Expenses



Each
Lender agrees that it will indemnify the Agent for its Lender's Proportion of any and all costs, expenses and disbursements (including,
without limitation, those costs and expenses referred to in Section 11.1) which may be incurred or made by the Agent in good faith
in connection with the Loan Documents, and agrees that it will, on written demand detailing such costs, expenses and disbursements, reimburse
the Agent for any such costs, expenses or disbursements for which the Agent is not promptly reimbursed at any time by the Borrower. The
Agent may refrain from exercising any right, power or discretion or taking any action to protect or enforce the rights of any Lender
under the Loan Documents until it has been so reimbursed.


	12.14	Reliance
                                            by Agent on Notices, etc.



The
Agent shall be entitled:


		(a)	Reliance
                                            on Written Documents: to rely upon any writing, letter, written notice, certificate,
                                            telex, facsimile copy, cable, statement, order or other document believed by the Agent to
                                            be genuine and correct and to have been signed, sent or made by the proper Person or Persons;
                                            and



		(b)	Reliance
                                            on Legal Advice: with respect to legal matters, to act upon advice of legal advisors
                                            selected by the Agent (including in-house counsel of the Agent) concerning all matters pertaining
                                            to the Loan Documents and the Agent's duties thereunder;



and
the Agent shall assume no responsibility and shall incur no liability to the Borrower or any Lender by reason of relying on any such
document or acting on any such advice.


	12.15	Relations
                                            with Borrower



Except
for the transactions provided for in this Agreement, each Lender may deal with the Borrower in all transactions and generally do any
banking business with, or provide any financial services to, the Borrower without having any liability to account to the other Lenders
therefor. With respect to Royal's (or any successor Agent's) Commitment and Lender's Proportion, Royal (or any successor Agent) shall
have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not the Agent.


	12.16	Successor
                                            Agent



The
Agent shall resign if at any time:


		(a)	(i)	(A) the Commitment of the Agent in its capacity as a Lender is less
than $100,000,000, at least one other Lender has a Commitment which is greater than the Commitment of the Agent in its capacity
as a Lender, and such other Lender is willing to act as Agent or (B) the Agent is a Defaulting Lender and another Lender selected
by the Borrower is willing to act as Agent; and



		(ii)	the
                                            Borrower demands by written notice to the Agent that the Agent resign;



in
which circumstances such other Lender shall be appointed as Agent hereunder; or


		(b)	it
                                            is no longer a Lender hereunder by reason of an assignment of its rights and obligations
                                            under this Agreement and the Loan Documents pursuant to Section 16.9 and, in such event,
                                            it shall provide 30 days' prior written notice of any such intended assignment to each of
                                            the Lenders and the Borrower.





    	 	- 94 -	 



     


    

The
Agent may resign at any time by giving 30 days' prior written notice thereof to each of the Lenders and the Borrower, and the Agent may
be removed at any time for cause by the Lenders, other than the Agent in its capacity as a Lender (the "Remaining Lenders"),
provided that Remaining Lenders holding Commitments of eighty percent (80%) or more of the aggregate Commitments of all the Remaining
Lenders consent to such removal. Upon any such resignation or removal, other than in the circumstances described in paragraph (a) above,
the Remaining Lenders shall have the right to appoint a successor agent with the written approval of the Borrower (such approval not
in any event to be unreasonably withheld). Any successor agent appointed under this Section 12.16 shall be a financial institution
which has offices in Calgary, Alberta and Toronto, Ontario. If no successor agent shall have been appointed by the Remaining Lenders
and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation, or the Remaining
Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and with the written approval of the Borrower
(such approval not to be unreasonably withheld), appoint a successor agent. Should the Remaining Lenders and the retiring Agent fail
to appoint a successor agent as aforesaid within 30 days of the aforesaid resignation or removal, the Borrower may appoint a financial
institution as successor agent provided the long term debt of such financial institution (if not a Lender) or its parent entity (if not
a Lender) is assigned a rating of A2 or better by Moody's. Upon the acceptance of any appointment as Agent by a successor agent, such
successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent
as Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement as Agent. After any retiring
Agent's resignation or removal hereunder as the Agent, the provisions of this Agreement shall continue in effect for its benefit and
for the benefit of the Lenders in respect of any actions taken or omitted to be taken by the retiring Agent while it was acting as the
Agent.


	12.17	Change
                                            of Schedule I Reference Bank



The
Agent shall, with the prior written consent of the Borrower (such consent not to be unreasonably withheld) appoint another Lender (with
the latter's consent) to act as the Schedule I Reference Bank in replacement of the Schedule I Reference Bank if:


		(a)	Assignment
                                            of Rights: the Schedule I Reference Bank assigns, subject to the provisions of Section 16.9,
                                            all its rights hereunder or otherwise ceases to be a Lender; or



		(b)	Giving
                                            of Notice of Intention: the Schedule I Reference Bank gives notice of its intention
                                            to cease being the Schedule I Reference Bank.



	12.18	Indemnity
                                            of Agent



Each
Lender hereby agrees to indemnify the Agent (to the extent not reimbursed by the Borrower), rateably as to its Lender's Proportion, from
and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, costs, expenses or disbursements of
any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent, in any way relating to or arising
out of the Loan Documents or any action taken or omitted by Agent under or in respect of the Loan Documents; provided that the
Lenders shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from the Agent's gross negligence or wilful misconduct (as determined by a final non-appealable
judgment of a court of competent jurisdiction). Without limiting the generality of the foregoing, each Lender agrees to reimburse the
Agent promptly upon demand for its Lender's Proportion of any out-of-pocket expenses (including counsel fees) incurred by the Agent in
connection with the preservation of any rights of the Agent or the Lenders under, or the enforcement of, or legal advice in respect of
rights or responsibilities under, the Loan Documents, but only to the extent that the Agent is not reimbursed for such expenses by the
Borrower.


	12.19	Cash
                                            Collateral and Withholding from a Defaulting Lender



		(a)	To
                                            the extent permitted by Applicable Law, each Defaulting Lender shall be required to provide
                                            to the Agent cash in such amount, as determined from time to time by the Agent in its





    	 	- 95 -	 



     


    

reasonable
discretion, equal to all obligations of such Defaulting Lender which are either then owing under this Agreement or, in the case of contingent
obligations under any outstanding Letters of Credit (after giving effect to the re-allocation provisions in Section 12.20),
may become owing to any Fronting Bank.


		(b)	The
                                            Agent shall be entitled to withhold from any Defaulting Lender’s Lender's Proportion
                                            of all payments received from the Borrower hereunder such amount as such Defaulting Lender
                                            is required to provide as cash collateral under Section 12.19(a) and the Agent is entitled
                                            to set-off such amounts against such Defaulting Lender’s defaulted obligations to fund
                                            amounts previously required to be paid by such Defaulting Lender under this Agreement and
                                            to purchase participations previously required to be purchased by such Defaulting Lender
                                            under this Agreement. 



		(c)	All
                                            funds received by the Agent pursuant to Sections 12.19(a) and 12.19(b) shall be deposited
                                            by the Agent in one or more cash collateral accounts in the name of the Agent, which amounts
                                            shall be used by the Agent:



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



		(ii)	second,
                                            to repay on a pro rata basis the incremental portion of any Loans made by a Non-Defaulting
                                            Lender pursuant to Section 12.20 in order to fund a funding shortfall created by a Defaulting
                                            Lender and, upon receipt of such repayment, each such Non-Defaulting Lender shall be deemed
                                            to have assigned to the Defaulting Lender such incremental portion of such Loans; and



		(iii)	third,
                                            to cash collateralize all other contingent obligations of such Defaulting Lender to the Agent
                                            or any Fronting Bank which are outstanding pursuant to this Agreement in such amount as shall
                                            be determined from time to time by the Agent in its reasonable discretion;



provided
that any such funds in excess of such Defaulting Lender's defaulted obligations shall be paid to the Defaulting Lender.


		(d)	For
                                            greater certainty and in addition to the foregoing, neither the Agent nor any of its Affiliates
                                            nor any of their respective shareholders, officers, directors, employees, agents or representatives
                                            shall be liable to any Lender (including, without limitation, a Defaulting Lender) for any
                                            action taken or omitted to be taken by it in connection with amounts payable by the Borrower
                                            to a Defaulting Lender and received and deposited by the Agent in a cash collateral account
                                            and applied in accordance with the provisions of this Agreement, except for the gross negligence
                                            or wilful misconduct of the Agent (as determined by a final non-appealable judgment of a
                                            court of competent jurisdiction).



	12.20	Funding
                                            if there is a Defaulting Lender



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



		(i)	the
                                            standby fees payable pursuant to Section 5.8 shall cease to accrue on the unused portion
                                            of the Commitment(s) of such Defaulting Lender if and for so long as such Lender is a Defaulting
                                            Lender pursuant to (i) or (ii) of the definition thereof or a Lender Insolvency Event exists
                                            with respect to such Lender or its Lender Parent;





    	 	- 96 -	 



     


    

		(ii)	a
                                            Defaulting Lender shall not be included in determining whether, and the Commitments and Lender's
                                            Proportions of such Defaulting Lender shall be excluded in determining whether all Lenders
                                            or the Majority Lenders have taken or may take any action hereunder (including any consent
                                            to any amendment or waiver pursuant to Section 12.12); provided that any waiver
                                            or amendment that (A) applies to such Defaulting Lender in a manner that differs in any material
                                            respect from its application to other affected Lenders, (B) increases any Commitment of such
                                            Defaulting Lender, (C) extends any Maturity Date applicable to such Defaulting Lender, (D)
                                            decreases the Applicable Pricing Margin applicable to such Defaulting Lender or (E) postpones,
                                            reduces or waives any principal payment due to such Defaulting Lender hereunder shall in
                                            each case require the consent of such Defaulting Lender; and



		(iii)	for
                                            certainty, the Borrower shall retain and reserve its other rights and remedies respecting
                                            each Defaulting Lender;



provided
that the Agent shall only be required to give effect to (i) and (ii) above if the Agent has actual knowledge that a Lender is a Defaulting
Lender. If the Agent acquires actual knowledge that a Lender is a Defaulting Lender, then the Agent shall promptly notify the Borrower
and the other Lenders that such Lender is a Defaulting Lender (and such Lender shall be deemed to have consented to such disclosure);
provided that, for certainty, the Agent shall have no duty to inquire as to whether any Lender is a Defaulting Lender.


		(b)	If
                                            the Agent has actual knowledge that a Lender is a Defaulting Lender at the time that the
                                            Agent receives a Notice of Drawdown, a Notice of Rollover that relates to a Letter of Credit
                                            or a Notice of Conversion (or deemed notice) that will result in a currency conversion, then
                                            each Non-Defaulting Lender shall fund its Lender's Proportion of such affected Loan (and,
                                            in calculating such Lender's Proportion, the applicable Commitment of each such Defaulting
                                            Lender shall be ignored); provided that such re-allocation may only be effected if
                                            and to the extent that (i) such re-allocation would not cause any Non-Defaulting Lender's
                                            Lender's Proportion of all Borrowings to exceed its applicable Commitment(s) and (ii) the
                                            conditions precedent in Sections 7.2(a) and 7.2(b) are satisfied at such time. Each
                                            Defaulting Lender agrees to indemnify each Non-Defaulting Lender for any amounts paid by
                                            such Non-Defaulting Lender under this Section 12.20 and which would otherwise have been
                                            paid by the Defaulting Lender if its applicable Commitment had been included in determining
                                            the Lender's Proportion of such affected Loans. 



		(c)	If
                                            any Letter of Credit is outstanding at the time that a Lender becomes a Defaulting Lender
                                            then:



		(i)	all
                                            or any part of such Defaulting Lender's Lender's Proportion of such Letter of Credit shall
                                            be re-allocated among the Non-Defaulting Lenders in accordance with their respective Lender's
                                            Proportions; provided that such re-allocation may only be effected if and to the extent
                                            that (A) such re-allocation would not cause any Non-Defaulting Lender's Lender's Proportion
                                            of all Borrowings to exceed its applicable Commitment(s) and (B) the conditions precedent
                                            in Sections 7.2(a) and 7.2(b) are satisfied at such time;



		(ii)	if
                                            the re-allocation described in clause (i) above cannot be effected, or can only partially
                                            be effected, then such Defaulting Lender shall, within one (1) Business Day following notice
                                            by the Agent, provide cash collateral for such Defaulting Lender's Lender's Proportion of
                                            such Letter of Credit (after giving effect to any partial re-allocation pursuant to clause
                                            (i) above) in accordance with the procedures set forth in Section 12.19 for so long
                                            as such Letter of Credit is outstanding; and





    	 	- 97 -	 



     


    

		(iii)	if
                                            the Lender's Proportions of the Non-Defaulting Lenders are re-allocated pursuant to this
                                            Section 12.20(c), then the issuance fees payable to the Lenders pursuant to Section 5.5
                                            shall be adjusted to give effect to such re-allocations in accordance with each such Non-Defaulting
                                            Lender's Lender's Proportions.



		(d)	So
                                            long as any Lender is a Defaulting Lender, no Fronting Bank shall be required to issue, amend
                                            or increase any Letter of Credit, unless such Fronting Bank is satisfied that the related
                                            exposure will be 100% covered by the Commitments of the Non-Defaulting Lenders and/or cash
                                            collateralized in accordance with Section 12.20(c), and participating interests in any such
                                            newly issued or increased Letter of Credit shall be allocated among Non-Defaulting Lenders
                                            in a manner consistent with Section 12.20(b) or 12.20(c)(i) as applicable (and Defaulting
                                            Lenders shall not participate therein).



		(e)	If
                                            any Lender shall cease to be a Defaulting Lender, then, upon becoming aware of such change,
                                            the Agent shall notify the Non-Defaulting Lenders and (in accordance with the written direction
                                            of the Agent) such Lender (which has ceased to be a Defaulting Lender) shall purchase, and
                                            the Non-Defaulting Lenders shall on a rateable basis sell and assign to such Lender, portions
                                            of such Loans equal in total to such Lender's Lender's Proportion thereof without regard
                                            to this Section 12.20.



		(f)	Each
                                            Defaulting Lender hereby indemnifies the Borrower for any losses, claims, costs, damages
                                            or liabilities (including reasonable out-of-pocket expenses and reasonable legal fees on
                                            a solicitor and his own client basis) incurred by the Borrower as a result of such Defaulting
                                            Lender failing to comply with the terms of this Agreement including any failure to fund its
                                            portion of any Loans required to be made by it hereunder.



	12.21	Erroneous
                                            Payments by the Agent



		(a)	Each
                                            Lender hereby agrees that (x) if the Agent notifies such Lender that the Agent has determined
                                            in its sole discretion that any funds received by such Lender from the Agent or any of its
                                            Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or
                                            otherwise; individually and collectively, a “Payment”) were erroneously
                                            transmitted to such Lender (whether or not known to such Lender), and demands the return
                                            of such Payment (or a portion thereof), such Lender shall promptly, but in no event later
                                            than one Business Day thereafter, return to the Agent the amount of any such Payment (or
                                            portion thereof) as to which such a demand was made in same day funds, together with interest
                                            thereon in respect of each day from and including the date such Payment (or portion thereof)
                                            was received by such Lender to the date such amount is repaid to the Agent at the greater
                                            of the NYFRB Rate and a rate determined by the Agent in accordance with banking industry
                                            rules on interbank compensation from time to time in effect, and (y) to the extent permitted
                                            by applicable law, such Lender shall not assert, and hereby waives, as to the Agent, any
                                            claim, counterclaim, defense or right of set-off or recoupment with respect to any demand,
                                            claim or counterclaim by the Agent for the return of any Payments received, including without
                                            limitation any defense based on “discharge for value” or any similar doctrine.
                                            A notice of the Agent to any Lender under this Section 12.21 shall be conclusive, absent
                                            manifest error.



		(b)	Each
                                            Lender hereby further agrees that if it receives a Payment from the Agent or any of its Affiliates
                                            (x) that is in a different amount than, or on a different date from, that specified in a
                                            notice of payment sent by the Agent (or any of its Affiliates) with respect to such Payment
                                            (a “Payment Notice”) or (y) that was not preceded or accompanied by a
                                            Payment Notice, it shall be on notice, in each such case, that an error has been made with
                                            respect to such Payment. Each Lender agrees that, in each such case, or if it otherwise becomes
                                            aware a Payment (or portion thereof) may have been sent in error, such Lender shall promptly
                                            notify the Agent of such occurrence and, upon demand from the Agent, it shall promptly, but
                                            in no event later than





    	 	- 98 -	 



     


    

one
Business Day thereafter, return to the Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in
same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was
received by such Lender to the date such amount is repaid to the Agent at the greater of the NYFRB Rate
and a rate determined by the Agent in accordance with banking industry rules on interbank compensation from time to time in effect.


		(c)	The
                                            Borrower and each other Obligor hereby agrees that (x) in the event an erroneous Payment
                                            (or portion thereof) are not recovered from any Lender that has received such Payment (or
                                            portion thereof) for any reason, the Agent shall be subrogated to all the rights of such
                                            Lender with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay,
                                            discharge or otherwise satisfy any Obligations owed by the Borrower or any other Obligor,
                                            except, in each case, to the extent such erroneous Payment is, and solely with respect to
                                            the amount of such erroneous Payment that is, comprised of funds received by the Agent from
                                            the Borrower, the Guarantor or any Subsidiary of the Guarantor for the purpose of making
                                            such erroneous Payment.



		(d)	Each
                                            party’s obligations under this Section 12.21 shall survive the resignation or replacement
                                            of the Agent or any transfer of rights or obligations by, or the replacement of, a Lender,
                                            the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations
                                            under any Loan Document.



	12.22	Amendment
                                            to this Article 12



Save
and except for the provisions of Sections 12.5, 12.6, 12.11(d), 12.12(a), 12.12(b), 12.12(c), 12.15, 12.16, 12.17, 12.19, 12.20
and this Section 12.22, the provisions of this Article 12 may be amended or added to from time to time without the agreement of
the Borrower, provided such amendment or addition does not adversely affect any rights of the Borrower hereunder or increase,
in aggregate, the liabilities, costs, expenses or reporting requirements of the Borrower hereunder. A copy of the instrument evidencing
such amendment or addition shall be forwarded by the Agent to the Borrower as soon as practicable following the execution thereof.


 


ARTICLE
13

GUARANTEE


	13.1	Guarantee



 


		(a)	The
                                            Guarantor hereby, unconditionally and irrevocably, guarantees to the Agent, for the ratable
                                            benefit of the Agent and the Lenders, the prompt and complete payment and performance when
                                            due (whether at the stated maturity, by acceleration or otherwise) of the Obligations.



 


		(b)	Notwithstanding
                                            anything herein or in any other Loan Document to the contrary, the maximum liability of the
                                            Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount
                                            which can be guaranteed by the Guarantor under applicable federal and state laws relating
                                            to the insolvency of debtors.



 


		(c)	The
                                            Guarantor further agrees to pay any and all reasonable expenses (including all reasonable
                                            fees and disbursements of counsel) which may be paid or incurred by the Agent, on behalf
                                            of the Lenders, in enforcing any rights with respect to, or collecting, any or all of the
                                            Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantor
                                            under this Article 13. 



 




    	 	- 99 -	 



     


    

		(d)	The
                                            Guarantor agrees that the Obligations may at any time and from time to time exceed the amount
                                            of the liability of the Guarantor under this Article 13 without impairing this Article 13
                                            or affecting the rights and remedies of the Agent, on behalf of the Lenders, pursuant to
                                            this Article 13.



 


		(e)	Except
                                            as required by applicable law, no payment or payments made by the Borrower, the Guarantor,
                                            any other guarantor or any other Person or received or collected by the Agent or any Lender
                                            from the Borrower, the Guarantor, any other guarantor or any other Person by virtue of any
                                            action or proceeding or any set-off or appropriation or application at any time or from time
                                            to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce,
                                            release or otherwise affect the liability of the Guarantor under this Article 13 which shall,
                                            notwithstanding any such payment or payments other than payments made by the Guarantor in
                                            respect of the Obligations or payments received or collected from the Guarantor in respect
                                            of the Obligations, remain liable for the Obligations up to the maximum liability of the
                                            Guarantor under this Article 13 until the Obligations (excluding from such Obligations and
                                            the obligations of the Guarantor under this Article 13 any contingent indemnity or similar
                                            obligations that expressly survive repayment or termination of the Loan Documents) are paid
                                            in full and the Commitments are terminated.



 


		(f)	The
                                            Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment
                                            to the Agent on account of its liability under this Article 13, it will notify the Agent
                                            in writing that such payment is made under this Article 13 for such purpose.



 


	13.2	No
                                            Subrogation



Notwithstanding
any payment or payments made by the Guarantor pursuant to this Article 13 or any set-off or application of funds of the Guarantor by
the Agent or any Lender, the Guarantor shall not be entitled to be subrogated to any of the rights of the Agent or any Lender against
the Borrower or any other guarantor or any collateral security or guarantee or right of offset held by the Agent or any Lender for the
payment of the Obligations, nor shall the Guarantor seek or be entitled to seek any contribution or reimbursement from any other guarantor
in respect of payments made by such the Guarantor pursuant to this Article 13, until all amounts owing to the Agent and the Lenders by
the Guarantor on account of the Obligations are paid in full and the Commitments are terminated. If any amount shall be paid to the Guarantor
on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be
held by the Guarantor in trust for the Agent and the Lenders and shall, forthwith upon receipt by the Guarantor, be turned over to the
Agent in the exact form received by the Guarantor (duly endorsed by the Guarantor to the Agent, if required), to be applied against the
Obligations, whether matured or unmatured, in accordance with this Agreement.


	13.3	Amendments,
                                            etc. With Respect to the Obligations; Waiver of Rights



The
Guarantor shall remain obligated under this Article 13 notwithstanding that, without any reservation of rights against the Guarantor
and without notice to or further assent by the Guarantor, any demand for payment of any of the Obligations made by the Agent, on behalf
of the Lenders, may be rescinded by the Agent and any of the Obligations continued, and the Obligations, or the liability of any other
party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from
time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released
by the Agent or any Lender, and this Agreement and the other Loan Documents and any other documents executed and delivered in connection
therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Agent (or the Lenders, as the case may be)
may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Agent or any
Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. When making any demand of the Guarantor
under this Article 13 against the Guarantor, the Agent may, but shall




    	 	- 100 -	 



     


    

be
under no obligation to, make a similar demand on any other guarantor, and any failure by the Agent to make any such demand or to collect
any payments from any such other guarantor or any release of any other guarantor shall not relieve the Guarantor of its obligations or
liabilities under this Article 13, and shall not impair or affect the rights and remedies, express or implied,
or as a matter of law, of the Agent, on behalf of the Lenders, against the Guarantor under this Article 13. For the purposes hereof “demand”
shall include the commencement and continuance of any legal proceedings. 


	13.4	Guarantee
                                            Absolute and Unconditional



The
Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of
reliance by the Agent or any Lender upon this Article 13 or acceptance of this Agreement, the Obligations, and any of them, shall conclusively
be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Agreement; and
all dealings between the Obligors, on the one hand, and the Agent and the Lenders, on the other hand, likewise shall be conclusively
presumed to have been had or consummated in reliance upon this Article 13. The Guarantor waives diligence, presentment, protest, demand
for payment and notice of default or nonpayment to or upon the Guarantor with respect to the Obligations. The Guarantor understands and
agrees that this Article 13 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to and
shall not be released, discharged, limited or otherwise affected by (a) the validity, regularity or enforceability of this Agreement
or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect
thereto at any time or from time to time held by the Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense
of payment of performance) which may at any time be available to or be asserted against the Agent or any Lender, (c) any law or regulation
of any jurisdiction or any other event affecting any term of a guaranteed obligation or (d) any other circumstance whatsoever (with or
without notice to or knowledge of the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge
of the Guarantor for the Obligations, or of the Guarantor under this Article 13, in bankruptcy or in any other instance. When the Agent
is pursuing its rights and remedies under this Article 13 against the Guarantor, the Agent and any Lender may, but shall be under no
obligation to, pursue such rights and remedies as it may have against the Borrower or any other Person or against any collateral security
or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Agent or any Lender to pursue such
other rights or remedies or to collect any payments from the Borrower or any such other Person or to realize upon any such collateral
security or guarantee or to exercise any such right of offset, or any release of the Borrower or any such other Person or any such collateral
security, guarantee or right of offset, shall not relieve the Guarantor of any liability under this Article 13, and shall not impair
or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent against the Guarantor under
this Article 13. This Article 13 shall remain in full force and effect and be binding in accordance with and to the extent of its terms
upon the Guarantor and the successors and assigns thereof, and shall inure to be benefit of the Agent and the Lenders, until (x) all
the outstanding Obligations and the obligations of the Guarantor under this Article 13 shall have been satisfied by payment in full (excluding
from such Obligations and the obligations of the Guarantor under this Article 13 any contingent indemnity or similar obligations that
expressly survive repayment or termination of the Loan Documents) and the Commitments shall be terminated or (y) the release of the Guarantor
pursuant to Section 12.12(a), in each case notwithstanding that from time to time during the term of this Agreement the Obligations may
be reduced to zero.


	13.5	Reinstatement



This
Article 13 shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any
of the Obligations is rescinded or must otherwise be restored or returned by the Agent or any Lender upon the insolvency, bankruptcy,
dissolution, liquidation or reorganization of the Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator
of, or trustee or similar officer for, the Guarantor or any substantial part of its property, or otherwise, all as though such payments
had not been made.




    	 	- 101 -	 



     


    

	13.6	Not
                                            Affected by Bankruptcy



Notwithstanding
any modification, discharge or extension of the Obligations or any amendment, modification, stay or cure of the Agent’s or Lenders’
rights which may occur in any bankruptcy or reorganization case or proceeding against the Borrower, whether permanent or temporary, and
whether or not assented to by the Lender, the Guarantor hereby agrees that the Guarantor shall be obligated under this Article 13 to
pay and perform the Obligations and discharge its other obligations in accordance with the terms of the Obligations and the terms of
this Article 13. The Guarantor understands and acknowledges that, by virtue of this Article 13, it has specifically assumed any and all
risks of a bankruptcy or reorganization case or proceeding with respect to the Borrower. Without in any way limiting the generality of
the foregoing, any subsequent modification of the Obligations in any reorganization case concerning the Borrower shall not affect the
obligation of the Guarantor to pay and perform the Obligations in accordance with the original terms thereof.


ARTICLE
14

NOTICES


	14.1	Method
                                            of Giving Notice



Any
notice or other document required or permitted to be given by a party pursuant to this Agreement (in this Article referred to as a "Notice"),
if no particular manner is specified in which it is to be given, shall be in writing and shall be delivered by hand or transmitted by
facsimile addressed in accordance with the particulars set forth (i) in the case of the Borrower, opposite the signature of the Borrower
herein, (ii) in the case of the Guarantor, opposite the signature of the Guarantor herein, (iii) in the case of the Agent, as set forth
in Schedule "J" or (iv) in the case of any Lender, as set out in its Administrative Questionnaire provided to the Agent.


	14.2	Change
                                            of Address



A
party shall have the right to change any of the particulars of its address or its Branch of Account or place for Notices under Section 12.6
by giving a Notice in accordance with this Article.


	14.3	Deemed
                                            Receipt



Any
Notice given in accordance with the foregoing provisions shall be conclusively deemed received:


		(a)	if
                                            delivered by hand: if given to the Person to whose attention such Notice is addressed,
                                            at the time of actual receipt; if given to a responsible Person at the address of the party
                                            to which the Notice is directed, two (2) hours following receipt by such responsible Person,
                                            provided that if such time of deemed receipt is not within the hours during which
                                            business is normally conducted by the recipient party, then such Notice shall be deemed received
                                            at the next commencement of business on a day that business is normally conducted; and



		(b)	if
                                            given by facsimile: if the time of transmission is stated in such Notice, two (2) hours
                                            following the time so stated, provided that if such time of deemed receipt is not
                                            within the hours during which business is normally conducted by the recipient party, then
                                            such Notice shall be deemed received at the next commencement of business on a day that business
                                            is normally so conducted; provided that if the time of transmission is not so stated
                                            in such Notice, it shall be deemed received at the next commencement of business on a day
                                            which business is normally conducted by the recipient party.





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ARTICLE 15


GOVERNING
LAW AND JUDGMENT CURRENCY


	15.1	Governing
                                            Law



Without
prejudice to or limitation of any other rights or remedies available under the laws of any jurisdiction where property or assets of the
Borrower may be, the parties agree that this Agreement is conclusively deemed to be made under and for all purposes to be governed by
and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein.


	15.2	Jurisdiction



		(a)	Submission:
                                            The courts of the Province of Alberta shall have jurisdiction to determine any disputes
                                            in connection with the Loan Documents and each of the Lenders, the Agent, the Borrower and
                                            the Guarantor accordingly irrevocably submits to the jurisdiction of the courts of the Province
                                            of Alberta.



		(b)	Forum
                                            Convenience and Enforcement Abroad: The Borrower, the Guarantor, each Lender and the
                                            Agent each hereby:



		(i)	waives
                                            objection to the courts of the Province of Alberta on grounds of inconvenient forum or otherwise
                                            as regards proceedings in connection with the Loan Documents; and



		(ii)	agrees
                                            that a judgment or order of a court of the Province of Alberta in connection with a Loan
                                            Document is conclusive and binding on it (subject to any rights or appeal in respect thereof)
                                            and may be enforced against it in the courts of any other jurisdiction.



		(c)	Non-Exclusivity:
                                            Nothing in this Section 15.2 limits the right of a Lender or the Agent or the Borrower
                                            or the Guarantor to bring proceedings in connection with any Loan Document:



		(i)	in
                                            any other court of competent jurisdiction; or



		(ii)	concurrently
                                            in more than one jurisdiction.



	15.3	Judgment
                                            Currency



If,
for the purpose of obtaining judgment in any court or for any other related purpose hereunder, it is necessary for a Lender to convert
an amount due hereunder in the currency in which it is due (the "Original Currency") into another currency (the "Second
Currency"), the rate of exchange to be applied in respect of such conversion shall be that at which, in accordance with normal
banking procedures, such Lender could purchase, in the New York foreign exchange market, the Original Currency with the Second Currency
on the date which is one (1) Business Day preceding that on which judgment is given. The Borrower agrees that its obligation in respect
of any Original Currency due from it to such Lender hereunder shall, notwithstanding any judgment or payment in the Second Currency,
be discharged only to the extent that on the Business Day following receipt of any sum so paid or adjudged to be due hereunder in the
Second Currency such Lender may, in accordance with normal banking procedures, purchase, in the New York foreign exchange market, the
Original Currency with the amount of the Second Currency so paid or so adjudged to be due; and if the amount of the Original Currency
so purchased is less than the amount originally due in the Original Currency, the Borrower agrees that the deficiency shall be a separate
obligation of the Borrower independent from its other obligations under this Agreement, and which shall give such Lender a cause of action
which shall continue in full force and effect notwithstanding any such judgment, or order to the contrary, and the Borrower agrees, notwithstanding
any such payment or judgment, to indemnify such Lender against any such loss or deficiency. If the amount of the Original Currency so
purchased is greater than the amount originally due to the Agent or any




    	 	- 103 -	 



     


    

Lender,
the Agent or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower (or to any other Person who may
be entitled thereto under Applicable Law).


ARTICLE
16

MISCELLANEOUS


	16.1	Exchange
                                            and Confidentiality of Information



		(a)	The
                                            Borrower agrees that the Agent and each Lender may provide any assignee or participant or
                                            any bona fide prospective assignee or participant pursuant to Section 16.9 with any information
                                            concerning the Guarantor and its Subsidiaries provided such Person agrees in writing with
                                            the Agent or such Lender for the benefit of the Guarantor to be bound by a like duty of confidentiality
                                            to that contained in this Section.



		(b)	Each
                                            of the Agent and the Lenders acknowledges the confidential nature of the financial, operational
                                            and other information and data provided and to be provided to them by the Borrower or the
                                            Guarantor pursuant to the Loan Documents (the "Information") and agrees
                                            to maintain the confidentiality of the Information; provided, however, that:



		(i)	the
                                            Agent and each of the Lenders may disclose all or any part of the Information if, in their
                                            reasonable opinion, such disclosure is required (A) by their respective auditors or (B) in
                                            connection with any judicial, administrative or governmental proceedings, including proceedings
                                            initiated under or in respect of this Agreement;



		(ii)	the
                                            Agent and each of the Lenders may disclose any Information required to be disclosed by any
                                            Applicable Law or by applicable treaty, order, policy or directive having the force of law,
                                            to the extent of such requirement;



		(iii)	the
                                            Agent and each of the Lenders may disclose the Information to any Governmental/Judicial Body
                                            (including any self-regulatory agency or authority) having jurisdiction over it upon the
                                            request thereof;



		(iv)	the
                                            Agent and each of the Lenders may provide any Affiliate thereof with the Information on a
                                            “need to know” basis; provided that each such Affiliate shall be under
                                            a like duty of confidentiality to that contained in this Section 16.1 and further provided
                                            that the Agent or the Lender, as the case may be, providing the Information shall be
                                            responsible for any breach by its Affiliate of the aforementioned like duty of confidentiality;



		(v)	the
                                            Agent and each of the Lenders may provide Lenders' counsel and their other agents and professional
                                            advisors with any Information; provided that such advisors shall be under a like duty
                                            of confidentiality to that contained in this Section 16.1 and further provided that
                                            the Agent or the Lender, as the case may be, providing the Information shall be responsible
                                            for any breach by such advisors of the aforementioned like duty of confidentiality;



		(vi)	the
                                            Agent and each of the Lenders may disclose Information to any actual or prospective counterparty
                                            to any securitization, swap or derivative transaction relating to the Borrower; provided
                                            that such counterparty or other Person agrees in writing to be under a like duty of confidentiality
                                            to that contained in this Section and such disclosure is limited solely to the Information
                                            necessary for the transaction in question;



		(vii)	the
                                            Agent and each of the Lenders may disclose any Information: (A) which is or becomes readily
                                            available to the public (other than by a breach hereof, including, for





    	 	- 104 -	 



     


    

certainty,
by a breach hereof by a Person for which the applicable Lender or the Agent is responsible), (B) which the Agent or the relevant Lender
can show was, prior to receipt thereof from the Borrower or the Guarantor, lawfully in the Agent's or Lender's possession from a source
other than the Borrower or the Guarantor or a representative of the Borrower or the Guarantor and not then subject to any obligation
on its part to maintain confidentiality, or (C) which the Agent or the relevant Lender received from a third party who was not, to the
actual knowledge of the Agent or such Lender, under a duty of confidentiality to the Borrower or the Guarantor at the time the information
was so received;


		(viii)	the
                                            Agent and each of the Lenders may disclose all or any part of the Information so as to enable
                                            the Agent and the Lenders to (A) initiate any lawsuit against the Borrower or the Guarantor
                                            or to defend any lawsuit commenced by the Borrower or the Guarantor the issues of which specifically
                                            relate to the Information, but only to the extent such disclosure is necessary to the initiation
                                            or defense of such lawsuit or (B) enforce any rights or remedies under any Loan Document,
                                            but only to the extent such disclosure is necessary to such enforcement; 



		(ix)	the
                                            Agent and each of the Lenders may disclose all or any part of the Information to any other
                                            party to this Agreement; 



		(x)	the
                                            Agent and the Lenders may disclose the existence of this Agreement and information about
                                            this Agreement to market data collectors, similar service providers to the lending industry
                                            and service providers to the Agent or any Lender in connection with the administration of
                                            this Agreement, the other Loan Documents, and the Commitments; and



		(xi)	the
                                            Agent and each of the Lenders may disclose all or any part of the Information with the prior
                                            written consent of the Borrower or the Guarantor.



		(c)	The
                                            provisions of this Section 16.1 shall survive hereunder for a period of five years following
                                            the termination of the Agreement and the repayment of all Loan Indebtedness by the Borrower
                                            to the Agent and the Lenders. 



	16.2	Severability



Any
provision of this Agreement which is or becomes prohibited or unenforceable in any jurisdiction does not invalidate, affect or impair
the remaining provisions; any prohibition or unenforceability in any jurisdiction does not invalidate or render unenforceable the provision
concerned in any other jurisdiction.


	16.3	Amendments
                                            and Waivers



No
amendment, modification or waiver of any provision of this Agreement or consent to any departure by the Borrower from any provision of
this Agreement is effective against the Agent or the Lenders except in accordance with Section 12.12 and then the amendment, modification,
waiver or consent is effective only in the specific instance and for the specific purpose for which it is given. Any waiver by the Lenders
of the strict observance, performance or compliance with any term, covenant, condition or agreement of this Agreement, and any indulgence
granted by the Lenders, is not a waiver of any subsequent default.


	16.4	Survival
                                            of Representations



All
representations and warranties made pursuant to this Agreement survive the execution and delivery of this Agreement.




    	 	- 105 -	 



     


    

	16.5	Whole
                                            Agreement



This
Agreement, together with the other Loan Documents delivered by the Borrower hereunder, constitutes the whole and entire agreement between
the parties pertaining to the subject matter hereof and, except as provided herein, cancels and supersedes any prior agreements, undertakings,
declarations and representations, written or verbal, pertaining to the subject matter hereof.


	16.6	Term
                                            of Agreement



The
term of this Agreement shall continue until the later of the date on which the Lenders have no further Commitments hereunder and the
date on which the Borrower has paid to the Agent and the Lenders all Loan Indebtedness owing to them under the Loan Documents.


	16.7	Time
                                            of Essence



Time
shall be of the essence of this Agreement.


	16.8	Substitution
                                            of Lender



In
the event:


		(a)	the
                                            Borrower is required to pay any Lender any additional amounts as a result of applying Section 6.3
                                            or Article 10 or receives a notice as contemplated under Section 10.1 or 10.3;



		(b)	any
                                            Lender shall become a Defaulting Lender; or



		(c)	any
                                            Lender shall withhold its approval to a proposed consent under, waiver of or amendment to
                                            the Loan Documents which requires unanimous approval of the Lenders under the Loan Documents
                                            (any such Lender being a "Non-Consenting Lender");



(any
such Lender being a "Subject Lender"), the Borrower may, in its sole discretion (i) request the Agent to use reasonable
efforts to obtain a replacement financial institution satisfactory to the Borrower and the Agent to acquire and assume all or part of
the Subject Lender's Borrowings and Commitment (a "Replacement Lender"); (ii) request the Subject Lender to use
reasonable efforts to obtain a Replacement Lender satisfactory to the Borrower and the Agent to acquire and assume all or part of the
Subject Lender's Loan Indebtedness and Commitments; (iii) request one or more of the other Lenders to acquire and assume all or part
of the Subject Lender's Loan Indebtedness and Commitments (there being no obligation on the other Lenders to do so); (iv) designate a
Replacement Lender acceptable to the Agent, acting reasonably, to acquire and assume all or part of the Subject Lender's Loan Indebtedness
and Commitments; (v) elect to terminate all of the non-assigned Commitments of the Subject Lender on 15 days' notice to the Agent and
such Lender, without terminating any or all of the Commitments of any other Lenders; and (vi) any combination of the foregoing. Any such
replacement, acquisition and assumption, designation or termination shall only be effective upon the Subject Lender receiving, as applicable,
payment of, or the purchase price for, all loans, interest and fees accrued hereunder to the date of such event, or such lesser amount
as may be agreed by the Subject Lender, and adequate provision, satisfactory to the Subject Lender (acting reasonably), being made for
(w) payment at maturity of the face amount of Bankers' Acceptances outstanding hereunder which were accepted by the Subject Lender;
(x) indemnification, cash collateralization or release of the Subject Lender from its obligations in respect of any outstanding
Letters of Credit including its obligations under Section 3.7(d); (y) any costs, losses, premiums or expenses incurred by the
Subject Lender by reason of a liquidation or re-deployment of deposits or other funds in respect of Term Benchmark Loans outstanding
hereunder; and (z) in any case, payment of all other amounts accrued to the date of such event which are owed to the Subject Lender hereunder.
Any such acquisition and assumption by a Replacement Lender shall be made pursuant to and in accordance with the provisions of the last
3 sentences of Section 16.9(a), mutatis mutandis. Any such replacement or repayment of a Non-




    	 	- 106 -	 



     


    

Consenting
Lender shall only be permitted if, after doing so, the proposed consent, waiver or amendment will be approved in accordance with the
Loan Documents.


	16.9	Successors
                                            and Assigns



		(a)	Assignments:
                                            Subject to Section 8.2(c), the Borrower may not assign its rights or obligations
                                            hereunder without the prior written consent of all of the Lenders. If an Event of Default
                                            has occurred and is continuing, a Lender may, at the Borrower's cost and expense, with the
                                            prior consent of the Agent (other than in the case of an assignment to such Lender’s
                                            Affiliate) and the Fronting Banks (such consents not to be unreasonably withheld) but without
                                            the Borrower's consent, assign in whole or in part its rights and obligations under this
                                            Agreement and the other Loan Documents to any Person (other than the Borrower or any of its
                                            Subsidiaries). If no Event of Default has occurred and is continuing, a Lender may, at its
                                            sole cost and expense, with the prior consent of the Agent, the Fronting Banks and the Borrower
                                            (such consents not to be unreasonably withheld), assign in whole or in part, its rights and
                                            obligations under this Agreement and the other Loan Documents to any Person (other than the
                                            Borrower or any of its Subsidiaries); it being agreed by each Lender that if no Event of
                                            Default has occurred and is continuing, it shall not make any such assignment which does
                                            not comply with this sentence. If no Event of Default has occurred and is continuing, unless
                                            a lesser amount shall be agreed by the Borrower and the Agent, no assignment of a part of
                                            the rights and obligations of a Lender hereunder shall (i) be less than an aggregate
                                            of US$10,000,000 of the assigning Lender's Commitments unless the assigning Lender's Commitments
                                            are then less than US$10,000,000 in which case the assignment shall be of the whole of the
                                            assigning Lender's Commitments, (ii) be made in increments of less than US$1,000,000, unless
                                            the Commitments being assigned consist of the whole of the assigning Lender's Commitments,
                                            or (iii) result in any Lender's Commitments, after giving effect to a partial assignment
                                            of that Lender's Commitments amounting to less than US$10,000,000. Assignments shall be substantially
                                            in the form of Schedule "I". Upon any assignment by a Lender to a Person (a "Permitted
                                            Assignee") in accordance with the provisions of this Section 16.9, such Lender
                                            shall pay a fee of US$3,500 as a processing fee to the Agent and shall cause such Permitted
                                            Assignee to be substituted for such Lender in respect of the rights and obligations under
                                            the Loan Documents which are so assigned; the Agent shall, and is hereby authorized by the
                                            Borrower and each Lender to, issue a revised Schedule "J" giving effect to such
                                            assignment; and the assigning Lender shall, as of the effective date thereof, be released
                                            from its obligations to the Borrower hereunder relating to the assigned interests arising
                                            subsequent to such date to the extent thereof. Any such assignment shall not increase, in
                                            aggregate, the liabilities (by way of withholding tax, any obligation to pay additional amounts
                                            pursuant to Section 6.3 or Additional Compensation pursuant to Article 10, or otherwise),
                                            costs and out-of-pocket expenses of the Borrower hereunder, other than the requirement to
                                            pay any costs and expenses incurred by the Lenders in completing any assignment by the Borrower,
                                            or by a Lender if an Event of Default has occurred and is continuing; provided that
                                            an assignment shall be deemed not to increase the liabilities, costs and expenses of the
                                            Borrower hereunder solely due to the fact that the assignee is a Schedule II Bank or
                                            a Schedule III Bank thereby potentially resulting in a higher Discount Rate than would
                                            be the case with a Schedule I Bank, or that such assignment increases the number of
                                            Lenders.



		(b)	Participations:
                                            The Borrower agrees that a Lender may, without the consent of or notice to the Agent,
                                            the Borrower or any Fronting Bank, sell or agree to sell a participation (a "Participation")
                                            to a Person (a "Participant") in all or any part of any Borrowings made
                                            or to be made by it; provided that upon the sale of any such Participation, the Participant
                                            purchasing such Participation shall not have any rights under any of the Loan Documents other
                                            than the same benefits as the Lenders with respect to Section 10.2 (subject to the requirements
                                            and limitations therein); provided that such Participant (A) agrees to be subject to Section
                                            16.9(a)





    	 	- 107 -	 



     


    

as
if it were an assignee thereunder; and (B) shall not be entitled to receive any greater payment under Section 10.2,
with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement
to receive a greater payment results from a change in any Applicable Law that occurs after the Participant acquired the applicable participation;
and the Borrower shall not have any obligations to such Participant, and all amounts payable by the Borrower under this Agreement shall
be determined pursuant to this Agreement solely as between such Lender and the Borrower as if such Lender had not sold or agreed to sell
such Participation. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender
shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement;
provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree
to any amendment, modification or waiver described in Section 12.12(a) or 12.12(b) that affects such Participant. Notwithstanding the
foregoing, the consent of the Agent and the Borrower shall not be required in connection with any Participation which is sold (i) to
an Affiliate of the selling Lender or (ii) after an Event of Default has occurred and is continuing.


		(c)	Rights
                                            and Obligations of a Lender on a Participation: Notwithstanding anything herein to the
                                            contrary, the sale by a Lender of a Participation to a Participant shall not affect the Lender's
                                            Proportion of such Lender nor otherwise alter the obligations of such Lender to the Borrower
                                            pursuant to this Agreement, and such Lender shall continue to perform fully all of its obligations
                                            to the Borrower under this Agreement pursuant to the terms hereof, regardless of any failure
                                            to perform by any Participant or any other term, condition or event relating to any Participation.
                                            Any Participant's rights against such Lender and obligations in favour of such Lender in
                                            respect of such Participation shall be those set forth in any agreement executed by such
                                            Lender and such Participant relating thereto. 



		(d)	Exception
                                            for Lender Pledges: Any Lender may, without the consent of the Borrower, the Agent or
                                            the Fronting Banks, at any time pledge or assign a security interest in all or any portion
                                            of its rights under the Agreement to secure obligations of such Lender, including any pledge
                                            or assignment to secure obligations to a Federal Reserve Bank, or other central bank having
                                            jurisdiction over such Lender and this Section 16.9 shall not apply to any such pledge or
                                            assignment of a security interest; provided that no such pledge or assignment of a
                                            security interest shall release a Lender from any of its obligations hereunder or substitute
                                            any such pledgee or assignee for such Lender as a party hereto.



	16.10	AML
                                            Legislation and "Know Your Client" Requirements



		(a)	Each
                                            Lender and the Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower
                                            that pursuant to the requirements of the Proceeds of Crime (Money Laundering) and Terrorist
                                            Financing Act (Canada), the Uniting and Strengthening America by Providing Appropriate
                                            Tools Required to Intercept and Obstruct Terrorism Act (USA) or any other applicable
                                            anti-money laundering, anti-terrorist financing, government sanction and "know your
                                            client" Applicable Laws (collectively, including any guidelines or orders thereunder,
                                            "AML Legislation"), it may be required to obtain, verify and record information
                                            that identifies the Guarantor, the Borrower and each Material Subsidiary or Restricted Subsidiary,
                                            which information includes the name and address of each such Person and such other information
                                            that will allow such Lender or the Agent, as applicable, to identify each such Person in
                                            accordance with AML Legislation (including, information regarding such Person's directors,
                                            authorized signing officers, or other Persons in control of each such Person). The Borrower
                                            shall provide, to the extent commercially reasonable, such information and take such actions
                                            as are reasonably requested by the Agent or any Lender in order to assist the Agent and the
                                            Lenders in maintaining compliance with AML Legislation. The Borrower shall promptly provide
                                            all such information, including supporting documentation and other evidence, as may be





    	 	- 108 -	 



     


    

reasonably
requested by any Lender or the Agent (for itself and not on behalf of any Lender), or any prospective assignee of a Lender or the Agent,
in order to comply with any applicable AML Legislation, whether now or hereafter in existence.


		(b)	If,
                                            upon the written request of any Lender, the Agent (for itself and not on behalf of any Lender)
                                            has ascertained the identity of the Guarantor, the Borrower or any Material Subsidiary or
                                            Restricted Subsidiary or any authorized signatories of such Person for the purposes of applicable
                                            AML Legislation on such Lender's behalf, then the Agent:



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



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



		(c)	Notwithstanding
                                            anything to the contrary in this Section 16.10, each of the Lenders agrees that the
                                            Agent has no obligation to ascertain the identity of the Guarantor, the Borrower or any Material
                                            Subsidiary or Restricted Subsidiary or any authorized signatories of such Person, on behalf
                                            of any Lender, or to confirm the completeness or accuracy of any information it obtains from
                                            any such Person or any such authorized signatory in doing so.



	16.11	Platform



		(a)	Each
                                            of the Borrower and the Guarantor agrees that the Agent may, but shall not be obligated to,
                                            make the Communications (as defined below) available to the Lenders by posting the Communications
                                            on Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system
                                            (the "Platform").



		(b)	The
                                            Platform is provided "as is" and "as available." The Agent Parties (as
                                            defined below) do not warrant the adequacy of the Platform and expressly disclaim liability
                                            for errors or omissions in the Communications caused by posting such Communications on the
                                            Platform. No warranty of any kind, express, implied or statutory, including any warranty
                                            of merchantability, fitness for a particular purpose or freedom from viruses or other code
                                            defects, is made by any Agent Party in connection with the Platform. In no event shall the
                                            Agent or any of its Affiliates (collectively, the "Agent Parties") have
                                            any liability to the Guarantor or any of its Subsidiaries, any Lender or any other Person
                                            for damages of any kind, including direct or indirect, special, incidental or consequential
                                            damages, losses or expenses (whether in tort, contract or otherwise) arising out of the Borrower's,
                                            any of its Subsidiaries' or the Agent's transmission of Communications through the Platform.
                                            "Communications" means, collectively, any notice, demand, communication,
                                            information, document or other material that the Guarantor or any Subsidiary thereof provides
                                            to the Agent specifically for posting on the Platform pursuant to any Loan Document or the
                                            transactions contemplated therein which is distributed to any Lender by means of the Platform.



	16.12	Waiver
                                            of Jury Trial



To
the extent permitted by Applicable Law, each of the Borrower, the Guarantor, the Agent and the Lenders hereby irrevocably waives all
right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating
to the Loan Documents or the actions of the Agent or any Lender in the negotiation, administration, performance or enforcement thereof.




    	 	- 109 -	 



     


    

	16.13	Electronic
                                            Communications



		(a)	Any
                                            demand, notice or communication to be made or given hereunder may be delivered or furnished
                                            by electronic communication (including email and internet or intranet websites) pursuant
                                            to procedures approved by the Agent, provided that the foregoing shall not apply to
                                            notices to any Lender if such Lender has notified the Agent that it is incapable of receiving
                                            notices by electronic communication. The Agent or the Borrower may, in its discretion, agree
                                            to accept notices and other communications to it hereunder by electronic communications pursuant
                                            to procedures approved by it, provided that approval of such procedures may be limited
                                            to particular demands, notices or communications.



		(b)	Unless
                                            the Agent otherwise prescribes, demands, notices and other communications sent to an email
                                            address shall be deemed received upon the sender's receipt of an acknowledgement from the
                                            intended recipient (such as by the "return receipt requested" function, as available,
                                            return email or other written acknowledgement), and demands, notices or communications posted
                                            to an internet or intranet website shall be deemed received upon the deemed receipt by the
                                            intended recipient at its email address of notification that such notice or communication
                                            is available and identifying the website address therefor, provided that, if such
                                            demand, notice, email or other communication is not sent within normal business hours of
                                            the recipient, such demand, notice or other communication shall be deemed to have been sent
                                            at the opening of business on the next Business Day.



	16.14	Counterparts



This
Agreement may be executed in any number of counterparts, and all of such counterparts taken together shall be deemed to constitute one
and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by telecopier or other electronic
means shall be effective as delivery of a manually executed counterpart of this Agreement. The words “execution,” “execute,”
“signed,” “signature,” and words of like import in or related to any document to be signed in connection with
this Agreement or any other Loan Document shall be deemed to include electronic signatures, or the keeping of records in electronic form,
each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper based
recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including, without limitation, as
provided in Parts 2 and 3 of the Personal Information Protection and Electronic Documents Act (Canada), the Electronic Commerce
Act, 2000 (Ontario), the Electronic Transactions Act (British Columbia), the Electronic Transactions Act (Alberta),
or any other similar laws based on the Uniform Electronic Commerce Act of the Uniform Law Conference of Canada. The Agent may,
in its discretion, require that any such documents and signatures executed electronically or delivered by facsimile or other electronic
transmission be confirmed by a manually-signed original thereof; provided that the failure to request or deliver the same shall not limit
the effectiveness of any document or signature executed electronically or delivered by facsimile or other electronic transmission.


	16.15	Acknowledgement
                                            and Consent to Bail-In of Affected Financial Institutions



Notwithstanding
anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party
hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, may be subject to the write-down
and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


		(a)	the
                                            application of any Write-Down and Conversion Powers by the applicable Resolution Authority
                                            to any such liabilities arising hereunder which may be payable to it by any party hereto
                                            that is an Affected Financial Institution; and
	 	 	 
	 	(b)	the effects of any
                           Bail-In Action on any such liability, including, if applicable:








    	 	- 110 -	 



     


    


	 	(i)	a reduction in full
                           or in part or cancellation of any such liability;
	 	 	 
		(ii)	a
                                            conversion of all, or a portion of, such liability into shares or other instruments of ownership
                                            in such Affected Financial Institution, its Lender Parent undertaking, or a bridge institution
                                            that may be issued to it or otherwise conferred on it, and that such shares or other instruments
                                            of ownership will be accepted by it in lieu of any rights with respect to any such liability
                                            under this Agreement or any other Loan Document; or



		(iii)	the
                                            variation of the terms of such liability in connection with the exercise of the write-down
                                            and conversion powers of the applicable Resolution Authority.



	16.16	No
                                            Advisory or Fiduciary Responsibility



In
connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification
hereof or of any other Loan Document), each Obligor acknowledges and agrees, and acknowledges its Affiliates’ understanding, that:
(a) (i) no fiduciary, advisory or agency relationship between each Obligor and its Subsidiaries and any Lead Arranger, the Agent or any
Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective
of whether any Lead Arranger, the Agent, or any Lender has advised or is advising any Obligor or any Subsidiary on other matters, (ii)
the arranging and other services regarding this Agreement provided by the Lead Arrangers, the Agent and the Lenders are arm’s-length
commercial transactions between each Obligor and its Affiliates, on the one hand, and the Lead Arrangers, the Agent and the Lenders,
on the other hand, (iii) each Obligor has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has
deemed appropriate and (iv) each Obligor is capable of evaluating, and understands and accepts, the terms, risks and conditions of the
transactions contemplated hereby and by the other Loan Documents; and (b) (i) the Lead Arrangers, the Agent and the Lenders each is and
has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will
not be acting as an advisor, agent or fiduciary for any Obligor or any of its Affiliates, or any other Person; (ii) none of the Lead
Arrangers, the Agent and the Lenders has any obligation to any Obligor or any of its Affiliates with respect to the transactions contemplated
hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Lead Arrangers, the Agent and
the Lenders and their respective branches and Affiliates may be engaged, for their own accounts or the accounts of customers, in a broad
range of transactions that involve interests that differ from those of each Obligor and its Affiliates, and none of the Lead Arrangers,
the Agent and the Lenders has any obligation to disclose any of such interests to any Obligor or its Affiliates. To the fullest extent
permitted by Applicable Law, each Obligor hereby waives and releases any claims that it may have against any of the Lead Arrangers, the
Agent and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction
contemplated hereby.


IN
WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first written above.


 


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    	 	- 111 -	 



     


    

 


	Notice Address:	OVINTIV CANADA ULC, AS BORROWER	 
	 	 	 	 
	500 Centre Street S.E.	 	 	 
	P.O. Box 2850	By: 	/s/ Corey D. Code	 
	Calgary, Alberta	 	Name: Corey D. Code	 
	T2P 2S5	 	Title: Executive Vice President, Chief Financial Officer & Treasurer	 
	Attention: Chief Financial Officer	 	 	 
	Facsimile: (403) 645-4853	By:	/s/ L. Troy Cudmore	 
	with a copy to:	 	Name: L. Troy Cudmore	 
	Treasury Department	 	Title: Assistant Treasurer	 
	Facsimile: (403) 645-4613	 	 	 
	 	 	 	 
	 	 	 	 
	Notice Address:	OVINTIV INC., AS GUARANTOR	 
	 	 	 	 
	370 17th Street, Suite 1700	 	 	 
	Denver, Colorado 80202	By: 	/s/ Corey D. Code	 
	Attention: Treasurer	 	Name: Corey D. Code	 
	Facsimile: (303) 623-2400	 	Title: Executive Vice President, Chief Financial Officer & Treasurer	 
	 	 	 	 
	 	By: 	/s/ Michael J. Liedtke	 
	 	 	Name: Michael J. Liedtke	 
	 	 	Title: Treasurer	 
	 	 	 	 



 








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	 	ROYAL BANK OF CANADA, as Agent	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ Yvonne Brazier 	 
	 	 	Name: Yvonne Brazier	 
	 	 	Title: Manager, Agency Services	 
	 	 	 	 



 



 


 


 




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	 	ROYAL BANK OF CANADA	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ Mike Gaudet	 
	 	 	Name: Mike Gaudet	 
	 	 	Title: Authorized Signatory	 
	 	 	 	 
		 	 	 



 



 


 



 




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	 	JPMORGAN CHASE BANK, N.A.,

    TORONTO BRANCH	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ Jeffrey Coleman 	 
	 	 	Name: Jeffrey Coleman	 
	 	 	Title: Executive Director	 
	 	 	 	 
		 	 	 



 



 



 




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	 	CANADIAN IMPERIAL BANK OF COMMERCE	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ Ryan Shea	 
	 	 	Name: Ryan Shea	 
	 	 	Title: Executive Director	 
	 	 	 	 
		 	 	 
	 	By: 	/s/  Adam Fellows 	 
	 	 	Name:  Adam Fellows	 
	 	 	Title: Executive Director	 
	 	 	 	 



 


 




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	 	THE TORONTO-DOMINION BANK	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ Anil Nayak	 
	 	 	Name: Anil Nayak	 
	 	 	Title: Managing Director	 
	 	 	 	 
		 	 	 
	 	By: 	/s/ Cathy McGee 	 
	 	 	Name: Cathy McGee	 
	 	 	Title: Director	 
	 	 	 	 



 


 






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	 	CITIBANK, N.A., CANADIAN BRANCH	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ Jonathan Cain	 
	 	 	Name:
    Jonathan Cain	 
	 	 	Title: Authorized Signatory	 
	 	 	 	 
		 	 	 



 



 


 



 




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	 	BANK OF MONTREAL	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ Ebba Jantz	 
	 	 	Name: Ebba Jantz	 
	 	 	Title: Managing Director	 
	 	 	 	 
		 	 	 
	 	By: 	/s/ Matthew Graf 	 
	 	 	Name: Matthew Graf	 
	 	 	Title: Vice President	 
	 	 	 	 



 


 








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	 	THE BANK OF NOVA SCOTIA	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ Michael Linder	 
	 	 	Name:
    Michael Linder	 
	 	 	Title: Director	 
	 	 	 	 
		 	 	 
	 	By: 	/s/ Claire Bergh	 
	 	 	Name: Claire Bergh	 
	 	 	Title: Associate	 
	 	 	 	 



 


 






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	 	NATIONAL BANK OF CANADA	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ James Dexter	 
	 	 	Name: James Dexter	 
	 	 	Title: Authorized Signatory	 
	 	 	 	 
		 	 	 
	 	By: 	/s/ Tara Yates 	 
	 	 	Name: Tara Yates	 
	 	 	Title: Authorized Signatory	 
	 	 	 	 



 


 






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	 	FÉDÉRATION DES CAISSES
    DESJARDINS

    DU QUÉBEC	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ Oliver Sumugod 	 
	 	 	Name: Oliver Sumugod	 
	 	 	Title: Director, Corporate Banking	 
	 	 	 	 
		 	 	 
	 	By: 	/s/ Matt van Remmen 	 
	 	 	Name: Matt van Remmen	 
	 	 	Title: Managing Director, Corporate Banking	 
	 	 	 	 



 


 






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	 	SUMITOMO MITSUI BANKING CORPORATION,
    CANADA BRANCH	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ Alfred Lee 	 
	 	 	Name: Alfred Lee	 
	 	 	Title: Managing Director	 
	 	 	 	 
		 	 	 



 



 


 








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	 	CREDIT SUISSE AG, TORONTO BRANCH	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ Szymon Ordys 	 
	 	 	Name: Szymon Ordys	 
	 	 	Title: Authorized Signatory	 
	 	 	 	 
		 	 	 
	 	By: 	/s/ Savinay Chopra 	 
	 	 	Name: Savinay Chopra	 
	 	 	Title: Authorized Signatory	 
	 	 	 	 



 


 








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	 	WELLS FARGO BANK, N.A.	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ Borden Tennant 	 
	 	 	Name: Borden Tennant	 
	 	 	Title: Director	 
	 	 	 	 
		 	 	 



 



 


 



 




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	 	BANK OF AMERICA, N.A., CANADA BRANCH	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ Adrian Plummer 	 
	 	 	Name: Adrian Plummer	 
	 	 	Title: Vice President	 
	 	 	 	 
		 	 	 



 



 


 


 






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	 	MUFG BANK, LTD., CANADA BRANCH	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ Samin Atique 	 
	 	 	Name: Samin Atique	 
	 	 	Title: Managing Director	 
	 	 	 	 
		 	 	 



 



 


 


 






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	 	BARCLAYS BANK PLC	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ Sydney G. Dennis 	 
	 	 	Name: Sydney G. Dennis	 
	 	 	Title: Director	 
	 	 	 	 
		 	 	 



 



 


 


 






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	 	MIZUHO BANK, LTD.	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ Brad Crilly 	 
	 	 	Name: Brad Crilly	 
	 	 	Title: Managing Director	 
	 	 	 	 
		 	 	 



 



 


 


 






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	 	PNC BANK CANADA BRANCH	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ Caroline M.
    Stade 	 
	 	 	Name: Caroline M.
    Stade	 
	 	 	Title: Senior Vice President	 
	 	 	 	 
		 	 	 



 



 


 


 






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	 	TRUIST BANK	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ Benjamin L. Brown 	 
	 	 	Name: Benjamin L. Brown	 
	 	 	Title: Director	 
	 	 	 	 
		 	 	 



 



 


 


 






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	 	MORGAN STANLEY BANK, N.A.	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ Michael King 	 
	 	 	Name: Michael King	 
	 	 	Title: Authorized Signatory	 
	 	 	 	 
		 	 	 



 



 


 


 






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	 	BANK OF CHINA (CANADA)	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ Gordon Sun 	 
	 	 	Name: Gordon Sun	 
	 	 	Title: Relationship Manager, Corporate Banking Department	 
	 	 	 	 
		 	 	 
	 	By: 	/s/ David Liang 	 
	 	 	Name: David Liang	 
	 	 	Title: Deputy Head of Corporate Banking Department	 
	 	 	 	 



 


 



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