Enerflex Ltd. Form 6-K Current Report Filed 2022-10-20

Dated: October 20, 2022

Enerflex Ltd.

/s/ Justin D. Pettigrew

Justin D. Pettigrew

Corporate Secretary and Associate General Counsel, Corporate

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Section 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the month of October 2022

Commission File Number: 333-263714

Enerflex Ltd.

(Exact name of registrant as specified in its charter)

Suite 904, 1331 Macleod Trail S.E.

Calgary, Alberta, Canada, T2G 0K3

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☐ Form 40-F ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1). ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

EXPLANATORY NOTE

On October 6, 2022, Enerflex Ltd. (“Enerflex”) filed on the Canadian Securities Administrators’ Systems for Electronic Document Analysis and Retrieval (“SEDAR”) website at www.sedar.com the Pricing Press Release, dated October 6, 2022.

On October 11, 2022, Enerflex filed on the SEDAR website at www.sedar.com the following documents: (1) Report of Voting Results, dated as of October 11, 2022, and (2) Shareholder Approval Press Release, dated October 11, 2022.

On October 13, 2022, Enerflex filed on the SEDAR website at www.sedar.com the Closing Press Release, dated October 13, 2022.

On October 17, 2022, Enerflex filed on the SEDAR website at www.sedar.com the following documents: (1) Indenture, dated as of October 12, 2022, by and among Enerflex Ltd., Each of the Guarantors from Time to Time Party Thereto, the Bank of New York Mellon, and Computershare Trust Company of Canada, (2) Credit Agreement, dated as of October 13, 2022, by and among Enerflex Ltd., Enerflex Inc., Enerflex US Holdings Inc. and Enerflex Australasia Holdings Pty Ltd. as Borrowers, and the Financial Institutions Named in Schedule A Annexed Thereto, and Royal Bank of Canada, and (3) Material Change Report dated October 17, 2022.


Exhibit		DESCRIPTION

99.1		Pricing Press Release, dated October 6, 2022

99.2		Report of Voting Results, dated as of October 11, 2022

99.3		Shareholder Approval Press Release, dated October 11, 2022

99.4		Closing Press Release, dated October 13, 2022

99.5		Indenture, dated as of October 12, 2022, by and among Enerflex Ltd., Each of the Guarantors from Time to Time Party Thereto, the Bank of New York Mellon, and Computershare Trust Company of Canada

99.6		Credit Agreement, dated as of October 13, 2022, by and among Enerflex Ltd., Enerflex Inc., Enerflex US Holdings Inc. and Enerflex Australasia Holdings Pty Ltd. as Borrowers, and the Financial Institutions Named in Schedule A Annexed Thereto, and Royal Bank of Canada

99.7		Material Change Report, dated October 17, 2022

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Exhibit 99.1

ENERFLEX LTD. ANNOUNCES SUCCESSFUL PLACEMENT OF COMMITTED

FINANCING FOR PENDING ACQUISITION OF EXTERRAN CORPORATION

NEWS RELEASE

CALGARY, Alberta, October 6, 2022 — Enerflex Ltd. (“Enerflex” or the “Company”) (TSX: EFX), a leading supplier of vertically integrated products and services to the global energy industry, continues to advance towards its pending acquisition of Exterran Corporation (“Exterran”) (NYSE: EXTN) (the “Transaction”) by securing its committed financing. The Transaction is on track to close early in the fourth quarter of 2022.

Marc Rossiter, Enerflex’s President and Chief Executive Officer commented, “Since announcing the Transaction in early 2022, business conditions have improved and natural gas fundamentals have strengthened, helping to offset today’s higher market interest rates. We recorded over Cdn$300 million of Engineered Systems bookings during the third quarter of 2022, which includes approximately Cdn$80 million in carbon capture projects, a major step forward for our Energy Transition business. With this momentum, we have significantly de-risked our 2023 business plans. We are maintaining our target to reduce our bank-adjusted net debt to EBITDA ratio to below 2.5 times within 12 to 18 months of closing, expecting to deleverage much more quickly than we had forecasted when we announced the Transaction earlier this year.”

Upon closing, the committed financing for the pro forma business is expected to comprise of:

•

A private offering (the “Offering”) of U.S.$625 million aggregate principal amount of 9.00% senior secured notes due 2027 (the “Notes”). The estimated net proceeds from the issuance of the Notes will be approximately U.S.$565 million, taking into effect the issuance discount and estimated transaction costs. The Notes will be guaranteed by certain subsidiaries of Enerflex.

•

Commitments from a syndicate of financial institutions for a newly drawn U.S.$150 million three-year secured term loan credit facility, bearing an interest rate equal to the Secured Overnight Financing Rate or U.S. base rate plus 3.75% or 2.75% per annum, respectively (the “Term Loan Facility”).

•

As previously announced, a U.S.$700 million three-year secured revolving credit facility, which the Company expects to be drawn by approximately U.S.$227 million upon closing, bearing an interest rate equal to an applicable margin (ranging from a low of 0.20% per annum to a high of 3.25% per annum based on the Company’s net funded debt to EBITDA ratio), plus the applicable reference rate associated with the currency of the borrowings (the “Revolving Credit Facility”).

Enerflex intends to use the net proceeds of the Offering, together with the Term Loan Facility, an initial draw under the Revolving Credit Facility, and cash on hand, to fully repay the existing Enerflex and Exterran notes and revolving credit facilities and put in place a new debt capital structure. The balance of the Revolving Credit Facility will be used for committed capital expenditures and other general corporate purposes and will provide significant liquidity for the pro forma business.

The offering of the Notes is expected to close on October 12, 2022, subject to customary conditions. The closing of the Offering is not conditioned upon the consummation of the Transaction. The Notes will be subject to a special mandatory redemption if (i) the Transaction is not consummated on or prior to November 25, 2022, (ii) the merger agreement for the Transaction is terminated prior to such date, or (iii) Enerflex delivers a notice to the escrow agent and the trustee for the Notes prior to such date advising that it is no longer pursuing the consummation of the Transaction, as further described in the terms of the Notes.

The Notes and guarantees thereof will be offered in a private offering in reliance upon exemptions from, or in transactions not subject to, the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the prospectus requirements of applicable Canadian securities laws. The Notes and the guarantees thereof will be offered and sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act and prospectus exemptions under applicable Canadian securities laws and similar exemptions under the laws of the applicable jurisdictions outside of the United States and Canada.

The Notes and the related guarantees have not been registered under the Securities Act, any state securities laws, or the laws of any other jurisdiction, and the Company does not intend to register the Notes or the related guarantees. Any offer or sale of the Notes must be exempt from or not subject to the registration requirements of the Securities Act and applicable state laws and similar requirements under the laws of Canada and other jurisdictions where the Notes may be offered or sold outside of the United States and Canada.

This news release does not constitute an offer to sell, or the solicitation of an offer to buy, the Notes, nor shall there be any sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful. No assurance can be made that the Offering will be consummated on its proposed terms or at all.

SPECIAL SHAREHOLDER MEETING

The Enerflex Board of Directors urges Enerflex shareholders to follow Institutional Shareholder Services’ and Glass, Lewis & Co.’s recommendations to vote “FOR” the Company’s proposed issuance of common shares of Enerflex to the holders of common stock of Exterran pursuant to the Transaction.

The Enerflex Special Meeting to consider and vote on the resolution in connection with the Transaction will be held at The Westin Calgary, 320 4th Avenue S.W., Calgary, Alberta, on October 11, 2022 at 9:00 a.m. (MDT), for Enerflex shareholders of record at the close of business on September 9, 2022.

ADVISORY REGARDING FORWARD-LOOKING INFORMATION

Statements in this news release which are not historical in nature are “forward-looking statements” within the meaning of certain federal securities laws and “forward-looking information” within the meaning of applicable Canadian securities laws (collectively, “FLI”), including statements regarding the outlook for Enerflex’s business, the Company’s ability to reduce its leverage, the Offering, the closing of the Offering, and the terms of the Notes and the intended use of the proceeds thereof. All statements other than statements of historical fact are forward-looking statements. The use of any of the words “anticipate”, “future”, “plan”, “contemplate”, “continue”, “create”, “estimate”, “expect”, “intend”, “target”, “propose”, “might”, “may”, “will”, “shall”, “project”, “should”, “could”, “would”, “believe”, “predict”, “forecast”, “pursue”, “potential”, “objective”, “capable”, and similar expressions are intended to identify forward-looking information. Although the Company believes that the FLI is reasonable based on the information available today and processes used to prepare it, such statements are not guarantees of future performance and readers are cautioned against placing undue reliance on FLI. By its nature, FLI involves a variety of assumptions, which are based upon factors that may be difficult to predict and that may involve known and unknown risks and uncertainties and other factors which may cause actual results, levels of activity, and achievements to differ materially from those expressed or implied by these FLI, including, but not limited to, the following: the timing and completion of the Transaction, including receipt of shareholder/stockholder approvals and the satisfaction of other conditions precedent; the realization of anticipated benefits and synergies of the Transaction and the timing and quantum thereof; the success of integration plans and the time it takes to implement such integration plans; the focus of management time and attention on the Transaction and other disruptions arising from the Transaction; changes in business strategy and strategic opportunities; estimated future dividends; financial strength and flexibility; debt and equity market conditions, including the ability to access capital markets on favourable terms, or at all; cost of debt and equity capital; potential changes in the Enerflex share price; the ability of management of Enerflex, its subsidiaries, and affiliates to execute key priorities, including those in connection with the Transaction; the


Enerflex Ltd.			2

completion of refinancing transactions; general Canadian, U.S., and global social, economic, political, credit, and business conditions; the availability and price of energy commodities; the effects of competition and pricing pressures; North American and global economic growth; industry capacity; shifts in market demand; changes in commodity prices and commodity demand; inflation; geopolitical instability; changes in laws, regulations, and governmental policies; changes in taxes and tax rates; potential increases in maintenance and operating costs; uncertainties of investigations, proceedings or other types of claims and litigation; compliance with environmental regulations; labour disputes; changes in labour costs and labour difficulties; timing of completion of capital and maintenance projects; sufficiency of budgeted capital expenditures in carrying out business plans; services and infrastructure; the satisfaction by third parties of their obligations; currency and interest rate fluctuations; exchange rates; effects of changes in market conditions and discount rates on the financial position of pension plans and investments; trade restrictions or other changes to international trade arrangements; the effects of current and future multinational trade agreements; climate change and the market and regulatory responses to climate change; operational performance and reliability; customer, shareholder, regulatory, and other stakeholder approvals and support; regulatory and legislative decisions and actions; public opinion; various events that could disrupt operations, including severe weather, such as droughts, floods, avalanches, and earthquakes, and cybersecurity attacks, as well as security threats and governmental response to them, and technological changes; acts of terrorism, war, or other acts of violence or crime, or risk of such activities; insurance coverage limitations; material adverse changes in economic and industry conditions, including the availability of short- and long-term financing; and the pandemic created by COVID-19 and the emergence of various variants, and resulting effects on economic conditions, the demand environment for logistics requirements and energy prices, restrictions imposed by public health authorities or governments, fiscal and monetary policy responses by governments and financial institutions, and disruptions to global supply chains.

Additional information about these and other assumptions, risks, and uncertainties can be found in reports and filings by Enerflex and Exterran with Canadian and U.S. securities regulators, including any proxy statement, prospectus, material change report, management information circular, or registration statement filed in connection with the Transaction. Reference should be made to the section entitled “Risk Factors” in the prospectus of Enerflex filed with the U.S. Securities and Exchange Commission on September 9, 2022, Enerflex’s Annual Information Form and Exterran’s Form 10-K, each for the year ended December 31, 2021, and in Enerflex’s Management’s Discussion and Analysis and Exterran’s Form 10-Q, each for the three-month periods ended March 31, 2022 and June 30, 2022, available on SEDAR and EDGAR, respectively, and Enerflex’s Notice of Special Meeting and Management Information Circular filed with SEDAR and EDGAR on September 9, 2022. Due to the interdependencies and correlation of these factors, as well as other factors, the impact of any one assumption, risk or uncertainty on FLI cannot be determined with certainty.

The FLI contained in this news release speak only as of the date of this news release. Enerflex undertakes no obligation to update or revise any forward-looking statements, except as may be required by law.

ABOUT ENERFLEX

Enerflex is a single-source supplier of natural gas compression, oil and gas processing, refrigeration systems, and electric power generation equipment, including related in-house engineering and mechanical services expertise. The Company’s broad in-house resources provide the capability to engineer, design, manufacture, construct, commission, service, and operate hydrocarbon handling systems. Enerflex’s expertise encompasses field production facilities, compression and natural gas processing plants, gas lift compression, refrigeration systems, and electrical power solutions serving the natural gas production industry.

Headquartered in Calgary, Alberta, Canada, Enerflex has approximately 2,100 employees worldwide. Enerflex, its subsidiaries, interests in associates, and joint operations operate in Canada, the USA, Argentina, Bolivia, Brazil, Colombia, Mexico, the United Kingdom, Bahrain, Kuwait, Oman, the United Arab Emirates, Australia, New Zealand, Indonesia, Malaysia, and Thailand. Enerflex operates three business segments: USA, Rest of World, and Canada. Enerflex’s common shares trade on the Toronto Stock Exchange under the symbol “EFX”. For more information about Enerflex, visit www.enerflex.com.


Enerflex Ltd.			3

For investor and media enquiries, contact:


Marc Rossiter	Sanjay Bishnoi	Stefan Ali
President &	Senior Vice President &	Vice President,
Chief Executive Officer	Chief Financial Officer	Strategy & Investor Relations
Tel: (403) 387-6325	Tel: (403) 236-6857	Tel: (403) 717-4953


Enerflex Ltd.			4

Exhibit 99.2

ENERFLEX LTD.

Report in Respect of Voting Results Pursuant to Section 11.3 of

National Instrument 51-102 Continuous Disclosure Obligations

In respect of a special meeting of holders (“Enerflex Shareholders”) of common shares (“Enerflex Shares”) of Enerflex Ltd. (“Enerflex” or the “Corporation”) held on October 11, 2022 (the “Special Meeting”), the following sets forth a brief description of the matter which was voted upon at the Special Meeting and the outcome of the vote. The total number of Enerflex Shares represented by shareholders present in person and by proxy at the Special Meeting was 67,948,729, representing 75.8% of the Corporation’s outstanding common shares.


Description of Matter	Outcome of Vote	Votes For	Votes Withheld/Against
Ordinary resolution, the full text of which is set forth in Appendix A of the Management Information Circular of Enerflex dated September 8, 2022 (the “Circular”), to approve the issuance of such number of Enerflex Shares as are required to be issued pursuant to and in connection with the Agreement and Plan of Merger that has been entered into by Enerflex, Enerflex U.S. Holdings, Inc., and Exterran Corporation (“Exterran”), and the holders of common stock of Exterran, all as more particularly described in the Circular.	Resolution Approved	53,866,711 (79.3%)	14,082,018 (20.7%)

Exhibit 99.3

LOGO

ENERFLEX LTD. AND EXTERRAN CORPORATION ANNOUNCE SHAREHOLDER APPROVAL TO CREATE A PREMIER INTEGRATED GLOBAL PROVIDER OF ENERGY INFRASTRUCTURE AND ENERGY TRANSITION SOLUTIONS

NEWS RELEASE

CALGARY, Alberta, Canada and HOUSTON, Texas, U.S.A., October 11, 2022 — Enerflex Ltd. (TSX: EFX) (“Enerflex”) and Exterran Corporation (NYSE: EXTN) (“Exterran”), are pleased to announce that they have received all necessary shareholder and stockholder approvals in connection with the pending acquisition of Exterran by Enerflex, to create a premier integrated global provider of energy infrastructure and energy transition solutions (the “Transaction”). The Transaction is expected to be completed on or about October 13, 2022, and is subject to the satisfaction of all closing conditions.

On October 11, 2022, Enerflex held a special meeting of shareholders, whereby the resolution authorizing the issuance of Enerflex common shares to Exterran stockholders, pursuant to and in connection with the Transaction, was approved by approximately 80% of the votes cast, representing approximately 75% of the outstanding Enerflex common shares as of September 9, 2022.

Also on October 11, 2022, Exterran held a special meeting of stockholders, whereby the merger agreement was approved by approximately 100% of the votes cast, representing approximately 75% of the outstanding Exterran common stock as of September 7, 2022.

“We are pleased to have obtained shareholder and stockholder approval as we near the completion of our transformational acquisition of Exterran,” explained Marc Rossiter, Enerflex’s President and Chief Executive Officer. “As we look ahead to the future, we are laser-focused on our integration efforts to become a more resilient, profitable, and efficient Enerflex, and maximize long-term value for all our new and existing shareholders.”

ADVISORY REGARDING FORWARD-LOOKING INFORMATION

The forward-looking information contained herein is expressly qualified in its entirety by the above cautionary statement. The forward-looking information included in this news release is made as of the date of this news release and, other than as required by law, Enerflex disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events, or otherwise. This news release and its contents should not be construed, under any circumstances, as investment, tax, or legal advice.

ABOUT THE COMPANIES

Enerflex is a single-source supplier of natural gas compression, oil and gas processing, refrigeration systems, and electric power generation equipment, including related in-house engineering and mechanical services expertise. The Company’s broad in-house resources provide the capability to engineer, design, manufacture, construct, commission, service, and operate hydrocarbon handling systems. Enerflex’s expertise encompasses field production facilities, compression and natural gas processing plants, gas lift compression, refrigeration systems, and electric power solutions serving the natural gas production industry.

Headquartered in Calgary, Alberta, Canada, Enerflex has approximately 2,100 employees worldwide. Enerflex, its subsidiaries, interests in associates, and joint operations operate in Canada, the U.S.A., Argentina, Bolivia, Brazil, Colombia, Mexico, the United Kingdom, Bahrain, Kuwait, Oman, the United Arab Emirates, Australia, New Zealand, Indonesia, Malaysia, and Thailand. Enerflex operates three business segments: U.S.A., Rest of World, and Canada. Enerflex’s common shares trade on the Toronto Stock Exchange under the symbol “EFX”. For more information about Enerflex, visit www.enerflex.com.

For investor and media enquiries, contact:


Marc Rossiter	Sanjay Bishnoi	Stefan Ali
President &	Senior Vice President &	Vice President,
Chief Executive Officer	Chief Financial Officer	Strategy & Investor Relations
Tel: (403) 387-6325	Tel: (403) 236-6857	Tel: (403) 717-4953

Exterran Corporation is a global systems and process company offering solutions in the oil, gas, water, and power markets. Exterran is a leader in natural gas processing and treatment and compression products and services, providing critical midstream infrastructure solutions to customers throughout the world. Exterran Corporation is headquartered in Houston, Texas, U.S.A., and operates in approximately 25 countries. Exterran’s common shares trade on the New York Stock Exchange under the symbol “EXTN”.


Enerflex Ltd.			2

Exhibit 99.4

LOGO

ENERFLEX LTD. COMPLETES ACQUISITION OF EXTERRAN CORPORATION, ESTABLISHING A PREMIER INTEGRATED GLOBAL PROVIDER OF ENERGY INFRASTRUCTURE AND ENERGY TRANSITION SOLUTIONS

NEWS RELEASE

CALGARY, Alberta, October 13, 2022 — Enerflex Ltd. (TSX: EFX) (NYSE: EFXT) (“Enerflex” or the “Company”), a leading supplier of vertically integrated products and services to the global energy industry, is pleased to announce today that it has completed its acquisition of Exterran Corporation (“Exterran”), a leader in natural gas processing and treatment and compression products and services (the “Transaction”). Enerflex’s common shares will continue to trade on the Toronto Stock Exchange (“TSX”) under the symbol “EFX”, and the Company will commence trading on the New York Stock Exchange (“NYSE”) under the symbol “EFXT” on October 13, 2022.

Enerflex is a premier integrated global provider of energy infrastructure and energy transition solutions. With enhanced scale and capabilities, Enerflex is optimally positioned to serve customers in key natural gas, energy transition, and produced water markets, which will enhance long-term shareholder value through sustainable improvements in efficiency, profitability, and cash flow generation.

“Today marks the beginning of the new Enerflex, and we couldn’t be more excited to officially unite our talented teams and best-in-class capabilities to deliver leading modular energy solutions to our expanded customer base,” said Marc Rossiter, Enerflex’s President and Chief Executive Officer. “With our premier global platform, diversified offerings, and cash-flow-generative business model, Enerflex is ideally positioned to opportunistically harness macro trends to meet the growing global need for natural gas and energy security and be resilient through all commodity cycles. We welcome our new colleagues and look forward to building upon the impressive legacies of both companies as we efficiently, thoughtfully, and reliably serve our customers and deliver sustained growth and value for shareholders.”

In accordance with the merger agreement, Exterran stockholders will receive 1.021 common shares of Enerflex for each share of Exterran common stock held. The trading of Exterran common stock is expected to be suspended today.

Immediately following the close of the Transaction, Enerflex will be focused on successfully integrating the two companies to become a more resilient, profitable, and efficient business, which includes delivering on expected cost savings and synergies of approximately U.S.$60 million annually. Discretionary cash flow will initially be directed at strengthening the Company’s financial position, with Enerflex targeting its bank-adjusted net debt to EBITDA ratio to be below 2.5 times within 12 to 18 months.

CAPITAL STRUCTURE

On October 12, 2022, Enerflex successfully closed its previously announced private offering (the “Offering”) of U.S.$ 625 million aggregate principal amount of 9.00% senior secured notes due 2027 (the “Notes”). Enerflex intends to use the net proceeds of the Offering, together with its U.S.$150 million three-year secured term loan facility, an initial draw under its U.S.$700 million three-year secured revolving credit facility (the “Revolving Credit Facility”), and cash on hand, to fully repay the existing Enerflex and Exterran notes and revolving credit facilities and put in place a new debt capital structure. The balance of the Revolving Credit Facility will be used for committed capital expenditures and other general corporate purposes and will provide significant liquidity for Enerflex.

The Notes and the related guarantees were not registered under the Securities Act of 1933, as amended, any state securities laws, or the laws of any other jurisdiction, and the Company does not intend to register the Notes or the related guarantees. This news release does not constitute an offer to sell, or the solicitation of an offer to buy, the Notes, nor shall there be any sale of the Notes in any jurisdiction in which such offer, solicitation, or sale would be unlawful.

Enerflex has approximately 123.7 million common shares outstanding as of October 13, 2022.

BOARD OF DIRECTORS UPDATE

Enerflex is committed to maintaining the highest standards of corporate governance, benefitting from the experience of the existing members of the Board of Directors of the Company (the “Board”), as well as James Gouin, who will be joining the Board from Exterran. Mr. Gouin will serve on the Audit Committee.

THIRD-QUARTER 2022 REPORTING

Enerflex plans to release its financial results and operating highlights for the third quarter of 2022 after the market closes on Wednesday, November 9, 2022. The results will be communicated by news release and will be available on the Company’s website at www.enerflex.com and under the Company’s SEDAR and EDGAR profiles at www.sedar.com and www.sec.gov, respectively.

Investors, analysts, members of the media, and other interested parties, are invited to participate in a conference call and audio webcast on Thursday, November 10, 2022 at 10:00 a.m. (MST), where members of senior management will discuss the Company’s results. A question-and-answer period will follow.

To participate, register at https://register.vevent.com/register/BI674ba70c28c841099a939266cdce8559. Once registered, participants will receive the dial-in numbers and a unique PIN to enter the call. The live audio webcast of the conference call will be available on the Enerflex website at www.enerflex.com under the Investors section prior to the start of the call.

A replay will be available on the Enerflex website at www.enerflex.com.

ADVISORY REGARDING FORWARD-LOOKING INFORMATION

This news release contains forward- looking information within the meaning of applicable Canadian securities laws and within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements relate to management’s expectations about future events, results of operations, and the future performance (both financial and operational) and business prospects of Enerflex, Exterran, or the combined entity. All statements other than statements of historical fact are forward-looking statements. The use of any of the words “anticipate”, “future”, “plan”, “contemplate”, “create”, “continue”, “estimate”, “expect”, “intend”, “propose”, “might”, “may”, “will”, “shall”, “project”, “should”, “could”, “would”, “believe”, “predict”, “forecast”, “pursue”, “potential”, “objective”, “capable”, and similar expressions are intended to identify forward- looking information. In particular, this news release includes (without limitation) forward-looking information pertaining to: the characteristics of Enerflex, Exterran, and the combined entity following the completion of the Transaction; the listing of the Enerflex common shares on the TSX and NYSE; the suspension and delisting of shares of Exterran common stock from the NYSE; the anticipated benefits and synergies of the Transaction; the issuance of Enerflex common shares as merger consideration in accordance with the merger agreement; integration plans following the Transaction and the anticipated benefits and synergies therefrom; targeted financial metrics; the use of the net proceeds from the Offering; the use of the Revolving Credit Facility; the composition of the Board of Directors of Enerflex and its Audit Committee following the Transaction; and plans to release financial results and operating highlights for the third quarter of 2022 and the timing thereof.


Enerflex Ltd.		2

All forward-looking information in this news release is subject to important risks, uncertainties, and assumptions, which are difficult to predict and which may affect Enerflex’s operations, including, without limitation: the impact of economic conditions, including volatility in the price of crude oil, natural gas, and natural gas liquids, interest rates, and foreign exchange rates; the markets in which the combined entity’s products and services are used; industry conditions, including supply and demand fundamentals for crude oil and natural gas, and the related infrastructure, including new environmental, taxation, and other laws and regulations; expectations and implications of changes in governmental regulation, laws, and income taxes; environmental, social, and governance matters; the duration and severity of business disruptions and other negative impacts resulting from the COVID-19 pandemic or other crises; the ability to continue to build and improve on proven manufacturing capabilities and innovate into new product lines and markets; increased competition; insufficient funds to support capital investments required to grow the business; the lack of availability of qualified personnel or management; political unrest and geopolitical conditions; and other factors, many of which are beyond the control of Enerflex. Readers are cautioned that the foregoing list of assumptions and risk factors should not be construed as exhaustive. While Enerflex believes that there is a reasonable basis for the forward-looking information included in this news release, as a result of such known and unknown risks, uncertainties, and other factors, actual results, performance, or achievements could differ and such differences could be material from those expressed in, or implied by, these statements. The forward-looking information included in this news release should not be unduly relied upon as a number of factors could cause actual results to differ materially from the results discussed in these forward-looking statements, including but not limited to: the ability of the combined entity to realize the anticipated benefits of, and synergies from, the Transaction and the timing and quantum thereof; the ability to maintain desirable financial ratios; the ability to access various sources of debt and equity capital, generally, and on acceptable terms, if at all; the ability to utilize tax losses in the future; the ability to maintain relationships with partners and to successfully manage and operate integrated businesses; risks associated with technology and equipment, including potential cyberattacks; the occurrence of unexpected events such as pandemics, war, terrorist threats, and the instability resulting therefrom; risks associated with existing and potential future lawsuits, shareholder proposals, and regulatory actions; and those factors referred to under the heading “Risk Factors” in Enerflex’s Annual Information Form and Exterran’s Form 10-K, each for the year ended December 31, 2021, in Enerflex’s Management’s Discussion and Analysis and Exterran’s Form 10-Q, each for the three and six months ended June 30, 2022, available on SEDAR and EDGAR, respectively, and Enerflex’s Management Information Circular dated September 8, 2022 and the Proxy Statement of Exterran Corporation and Prospectus of Enerflex dated September 12, 2022, available on SEDAR and EDGAR, respectively.

ABOUT ENERFLEX

Transforming Energy for a Sustainable Future. Enerflex is a premier integrated global provider of energy infrastructure and energy transition solutions, covering natural gas processing, compression, power generation, refrigeration, cryogenic, and produced water solutions.

Headquartered in Calgary, Alberta, Canada, Enerflex, its subsidiaries, interests in associates, and joint ventures, operate in more than 100 locations in: Canada, the United States, Argentina, Bolivia, Brazil, Colombia, Ecuador, Mexico, Peru, the United Kingdom, the Netherlands, the United Arab Emirates, Bahrain, Oman, Egypt, Kuwait, India, Iraq, Nigeria, Pakistan, Saudi Arabia, Australia, New Zealand, China, Indonesia, Malaysia, Singapore, and Thailand.


Enerflex Ltd.		3

Enerflex’s common shares trade on the TSX under the symbol “EFX” and on the NYSE under the symbol “EFXT”. For more information about Enerflex, visit www.enerflex.com.

For investor and media enquiries, contact:


Marc Rossiter	Sanjay Bishnoi	Stefan Ali
President &	Senior Vice President &	Vice President,
Chief Executive Officer	Chief Financial Officer	Strategy & Investor Relations
Tel: (403) 387-6325	Tel: (403) 236-6857	Tel: (403) 717-4953


Enerflex Ltd.		4

Exhibit 99.5

Execution Version

ENERFLEX LTD., as Issuer, and

EACH OF THE GUARANTORS FROM TIME TO TIME PARTY HERETO

INDENTURE

Dated as of October 12, 2022

THE BANK OF NEW YORK MELLON, as Trustee

and

COMPUTERSHARE TRUST COMPANY OF CANADA, as Collateral Agent

9.000% Senior Secured Notes due 2027

CONTENTS


		Page

ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE			5

Section 1.01	Definitions		5
Section 1.02	Other Definitions		58
Section 1.03	Rules of Construction		59
Section 1.04	Limited Condition Transactions; Measuring Compliance		60
Section 1.05	Concerning the Trust Indenture Act		62

ARTICLE 2 THE NOTES			62

Section 2.01	Form and Dating		62
Section 2.02	Execution and Authentication		63
Section 2.03	Registrar and Paying Agent		64
Section 2.04	Paying Agent to Hold Money in Trust		65
Section 2.05	Holder Lists		65
Section 2.06	Transfer and Exchange		65
Section 2.07	Replacement Notes		78
Section 2.08	Outstanding Notes		78
Section 2.09	Treasury Notes		79
Section 2.10	Temporary Notes		79
Section 2.11	Cancellation		79
Section 2.12	Defaulted Interest		80
Section 2.13	CUSIP Numbers		80
Section 2.14	Additional Notes		80

ARTICLE 3 REDEMPTION AND PREPAYMENT			81

Section 3.01	Notices to Trustee		81
Section 3.02	Selection of Notes to Be Redeemed		81
Section 3.03	Notice of Redemption		81
Section 3.04	Effect of Notice of Redemption; Conditions Precedent to Redemption		82
Section 3.05	Deposit of Redemption or Purchase Price		83
Section 3.06	Notes Redeemed or Purchased in Part		83
Section 3.07	Optional Redemption		84
Section 3.08	Special Mandatory Redemption		86
Section 3.09	Offer to Purchase by Application of Excess Proceeds		86

ARTICLE 4 COVENANTS			88

Section 4.01	Payment of Notes		88
Section 4.02	Maintenance of Office or Agency		89
Section 4.03	Reports		89
Section 4.04	Compliance Certificate		92


Section 4.05	Taxes	92
Section 4.06	Stay, Extension and Usury Laws	92
Section 4.07	Restricted Payments	93
Section 4.08	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	99
Section 4.09	Incurrence of Indebtedness and Issuance of Preferred Stock	101
Section 4.10	Asset Sales	105
Section 4.11	Transactions with Affiliates	108
Section 4.12	Liens	111
Section 4.13	Anti-Layering	111
Section 4.14	Company Existence	111
Section 4.15	Offer to Repurchase Upon Change of Control	112
Section 4.16	Capital Expenditures	114
Section 4.17	Additional Guarantees	114
Section 4.18	Designation of Restricted and Unrestricted Subsidiaries	115
Section 4.19	Covenant Termination	116
Section 4.20	Additional Amounts	116

ARTICLE 5 SUCCESSORS		119

Section 5.01	Merger, Amalgamation, Consolidation or Sale of Assets	119
Section 5.02	Successor Substituted	122

ARTICLE 6 DEFAULTS AND REMEDIES		122

Section 6.01	Events of Default	122
Section 6.02	Acceleration	126
Section 6.03	Other Remedies	127
Section 6.04	Waiver of Past Defaults	127
Section 6.05	Control by Majority	127
Section 6.06	Limitation on Suits	128
Section 6.07	Rights of Holders of Notes to Receive Payment	128
Section 6.08	Collection Suit by Trustee	128
Section 6.09	Trustee May File Proofs of Claim	129
Section 6.10	Priorities	129
Section 6.11	Undertaking for Costs	130

ARTICLE 7 TRUSTEE		130

Section 7.01	Duties of Trustee	130
Section 7.02	Rights of Trustee	131
Section 7.03	Individual Rights of Trustee	133
Section 7.04	Trustee and Collateral Agent’s Disclaimer	133
Section 7.05	[Reserved]	134
Section 7.06	[Reserved]	134
Section 7.07	Compensation and Indemnity	134
Section 7.08	Replacement of Trustee	135


Section 7.09	Successor Trustee by Merger, etc.	136
Section 7.10	Eligibility; Disqualification	136
Section 7.11	FATCA	136
Section 7.12	OFAC Certification	137
Section 7.13	Additional Rights of the Trustee	137

ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE		138

Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance	138
Section 8.02	Legal Defeasance and Discharge	138
Section 8.03	Covenant Defeasance	139
Section 8.04	Conditions to Legal or Covenant Defeasance	139
Section 8.05	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	141
Section 8.06	Repayment to Company	141
Section 8.07	Reinstatement	142

ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER		142

Section 9.01	Without Consent of Holders of Notes	142
Section 9.02	With Consent of Holders of Notes	144
Section 9.03	Revocation and Effect of Consents	145
Section 9.04	Notation on or Exchange of Notes	145
Section 9.05	Trustee and Collateral Agent to Sign Amendments, etc.	146

ARTICLE 10 NOTE GUARANTEES		146

Section 10.01	Guarantee	146
Section 10.02	Limitation on Guarantor Liability	147
Section 10.03	Notation of Guarantee Not Required	148
Section 10.04	Releases	148
Section 10.05	Subordinated Guarantees	149
Section 10.06	Guarantee Timing	149

ARTICLE 11 SATISFACTION AND DISCHARGE		150

Section 11.01	Satisfaction and Discharge	150
Section 11.02	Application of Trust Money	151

ARTICLE 12 SECURITY		152

Section 12.01	Concerning the Collateral Agent	152
Section 12.02	Security	153
Section 12.03	Real Property	154
Section 12.04	Relative Rights	154
Section 12.05	Release of Liens in respect of the Notes	155
Section 12.06	Enforcement of Remedies	155


ARTICLE 13 ESCROW MATTERS		155

Section 13.01	Escrow Account	155
Section 13.02	Release of Escrowed Property	156
Section 13.03	Trustee Direction to Execute Escrow Agreement	156

ARTICLE 14 MISCELLANEOUS		156

Section 14.01	Notices	156
Section 14.02	Certificate and Opinion as to Conditions Precedent	158
Section 14.03	Statements Required in Certificate or Opinion	158
Section 14.04	Rules by Trustee and Agents	158
Section 14.05	No Personal Liability of Directors, Officers, Employees, Shareholders and Stockholders	158
Section 14.06	Governing Law; Jury Trial Waiver	159
Section 14.07	Agent for Service; Submission to Jurisdiction; Waiver of Immunities	159
Section 14.08	No Adverse Interpretation of Other Agreements	159
Section 14.09	Successors	160
Section 14.10	Severability	160
Section 14.11	Counterpart Originals; Execution	160
Section 14.12	Table of Contents, Headings, etc.	160
Section 14.13	Payment Date Other Than a Business Day	160
Section 14.14	Evidence of Action by Holders	161
Section 14.15	U.S.A. Patriot Act	161
Section 14.16	Force Majeure	161
Section 14.17	Judgment Currency	161
Section 14.18	Note Documents	162

Exhibit A FORM OF NOTE		A-1

Exhibit B FORM OF CERTIFICATE OF TRANSFER		B-1

Exhibit C FORM OF CERTIFICATE OF EXCHANGE		C-1

Exhibit D FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR		D-1

Exhibit E FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS		E-1

Exhibit F GUARANTEE SUBORDINATION TERMS		F-1

Exhibit G PoSITION REPRESENTATION AND VERIFICATION FORM		G-1

THIS INDENTURE dated as of October 12, 2022 is among Enerflex Ltd., a Canadian corporation existing under the laws of Canada (the “Company”), the Guarantors from time to time party hereto, The Bank of New York Mellon, as trustee (the “Trustee”), and Computershare Trust Company of Canada, as collateral agent (the “Collateral Agent”).

The Company, the Guarantors party hereto, the Trustee and the Collateral Agent agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the 9.000% Senior Secured Notes due 2027 of the Company issued under this Indenture (the “Notes”):

ARTICLE 1

DEFINITIONS AND INCORPORATION

BY REFERENCE

Section 1.01 Definitions.

“144A Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 144A.

“Acquired Debt” means, with respect to any specified Person:

(1) Indebtedness or Disqualified Stock of any other Person existing at the time such other Person was merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred or Disqualified Stock is issued in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person, but not including any Indebtedness or Disqualified Stock which is extinguished, retired or repaid in connection with such Person merging with or into or becoming a Subsidiary of such specified Person; and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

Acquired Debt shall be deemed to be incurred on the date of the related acquisition of assets from any Person, the date such merger is consummated or the date such acquired Person becomes a Subsidiary, as applicable.

“Acquisition” means the acquisition of Exterran Corporation (“Exterran”) by the Company pursuant to that certain Agreement and Plan of Merger, dated as of January 24, 2022 (and as may be amended, supplemented or otherwise modified from the time to time), among the Company, Enerflex US Holdings Inc. and Exterran Corporation.

“Act of Instructing Debtholders” has the meaning given to such term in the Collateral Agent Agreement.

“Additional Assets” means:

(1) any assets used or useful in a Permitted Business (other than Indebtedness or Capital Stock) that are not classified as current assets under IFRS;

(2) the Capital Stock of a Person that becomes a Restricted Subsidiary of the Company as a result of the acquisition of such Capital Stock by the Company or any of its Restricted Subsidiaries; or

(3) Capital Stock constituting a non-controlling interest in any Person that at such time is a Restricted Subsidiary;

provided, that any such Restricted Subsidiary described in clause (2) or (3) is primarily engaged in a Permitted Business.

“Additional Notes” means any Notes issued under this Indenture after the Issue Date, which shall constitute part of the same series as the Initial Notes.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; and the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

“Agent” means any Registrar or Paying Agent.

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange.

“Asset Sale” means:

(1) the sale, lease, conveyance or other disposition of any properties or assets (a “disposition”) of the Company or any of its Restricted Subsidiaries; provided, that the disposition of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole will be governed by the provisions of Section 4.15 and/or Section 5.01 and not by the provisions of Section 4.10; and

(2) the issuance or sale of Equity Interests in any of the Company’s Restricted Subsidiaries (other than Disqualified Stock or Preferred Stock issued in compliance with Section 4.09 or directors’ qualifying shares and shares issued to foreign nationals as required under applicable law).

Notwithstanding the preceding, the following items will be deemed to not be Asset Sales:

(1) any single transaction or series of related transactions that involves properties or assets having a fair market value of less than US$25.0 million;

(2) dispositions of properties or assets between or among any of the Company and its Restricted Subsidiaries, including between or among its Restricted Subsidiaries;

(3) an issuance or sale of Equity Interests by a Restricted Subsidiary of the Company to the Company or to another Restricted Subsidiary (and, to the extent there are any other equity holders of such Restricted Subsidiary, to each other equity holder of such Restricted Subsidiary on a pro rata basis as part of or pursuant to an equity incentive or compensation plan approved by the Board of Directors of the Company);

(4) dispositions of equipment, inventory, accounts receivable or other properties or assets in the ordinary course of business;

(5) dispositions of equipment or assets that, in the Company’s reasonable judgment, are worn-out, obsolete or otherwise no longer economically practical, commercially desirable to maintain or used or useful in the business of the Company or its Restricted Subsidiaries;

(6) a sale or disposition by the Company or a Restricted Subsidiary of its interest in machinery, equipment or other tangible personal property for which purchase money obligations were incurred and (i) such purchase money obligations are fully repaid concurrently with such sale or disposition and (ii) such sale or disposition is made in the ordinary course of business at fair market value to a Person at arm’s length from the Company and its Subsidiaries;

(7) dispositions of cash or Cash Equivalents or other financial instruments;

(8) a Restricted Payment that does not violate Section 4.07 or a Permitted Investment;

(9) the creation or perfection of a Lien that is not prohibited by Section 4.12;

(10) dispositions in connection with Permitted Liens;

(11) surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind;

(12) the grant in the ordinary course of business of any non-exclusive license of patents, trademarks, registrations therefor and other similar intellectual property;

(13) an Asset Swap;

(14) dispositions of assets resulting from an expropriation, involuntary taking or similar action by any government or the claims related thereto (including any receipt of proceeds related thereto or the subsequent sale or other disposition of any non-cash consideration received therefrom);

(15) dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to customary buy/sell arrangements between the Joint Venture parties set forth in, Joint Venture agreements or any similar binding arrangements;

(16) dispositions of accounts receivable and notes receivable in connection with the compromise, settlement or collection thereof in the ordinary course of business or consistent with past practice or in bankruptcy, insolvency or similar proceedings (and exclusive of factoring or similar arrangements), and dispositions of Investments received in satisfaction or partial satisfaction of accounts receivable and notes receivable from financially troubled account debtors to the extent reasonably necessary or advisable in order to prevent or limit loss;

(17) the lease, assignment or sub-lease of any real or personal property in the ordinary course of business and the exercise of termination rights with respect to any lease, sub-lease, license or sublicense or other agreement;

(18) the sale or discount (with or without recourse, and on customary or commercially reasonable terms and for credit management purposes) of accounts receivable or notes receivable arising in the ordinary course of business or consistent with past practice, or the conversion or exchange of accounts receivable for notes receivable;

(19) dispositions of Equity Interests, Indebtedness or other securities of an Unrestricted Subsidiary;

(20) the unwinding or termination of any Hedging Contracts; and

(21) dispositions of property subject to or resulting from casualty losses, foreclosure and condemnation or similar proceedings (including dispositions in lieu thereof).

“Asset Swap” means any substantially contemporaneous (and in any event occurring within 180 days of each other) purchase and sale or exchange of any assets or properties used or useful in a Permitted Business between the Company or any of its Restricted Subsidiaries and another Person; provided that the fair market value of the properties or assets traded or exchanged by the Company or such Restricted Subsidiary (together with any cash or Cash Equivalents) is reasonably equivalent, as determined in good faith by the Company, to the fair market value of the properties or assets (together with any cash and Cash Equivalents) to be received by the Company or such Restricted Subsidiary, and provided further that any net cash or Cash Equivalents received must be applied in accordance with Section 4.10 as if the Asset Swap were an Asset Sale.

“Attributable Debt” in respect of a Sale/Leaseback Transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such Sale/Leaseback Transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with IFRS. As used in the preceding sentence, the “net rental payments” under any lease for any such period shall mean the sum of rental and other payments required to be paid with respect to such period by the lessee thereunder, excluding any amounts required to be paid by such lessee on account of maintenance and repairs, insurance, taxes, assessments, water rates or similar charges. In the case of any lease that is terminable by the lessee upon payment of penalty, such net rental payment shall also include the amount of such penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated.

“Bankruptcy Law” means Title 11, U.S. Code, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-Up and Restructuring Act (Canada), or any similar federal, state or provincial law of the United States or Canada or other insolvency law in the applicable jurisdictions for the relief of debtors that are insolvent or bankrupt from time to time in effect and affecting the rights of creditors generally.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms “Beneficially Owns” and “Beneficially Owned” have correlative meanings.

“Board of Directors” means, with respect to any Person, the board of directors, managers or trustees or other governing body of such Person (or, if such Person is a partnership or limited liability company that does not have such a governing body, the board of directors, managers or trustees or other governing body of any direct or indirect general partner of such partnership or of any direct or indirect managing member or other managing Person of such limited liability company) or any duly authorized committee thereof.

“Board Resolution” means a copy of a resolution certified by the secretary or an assistant secretary of the applicable Person (or any Officer of such Person who has any or all of the responsibilities normally associated with the position of secretary or assistant secretary) to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Day” means each day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York, Toronto, Ontario or Calgary, Alberta are authorized or required by law to close.

“Canadian Legend” means the legend set forth in Section 2.06(g)(4) hereof.

“Canadian Prospectus Requirement” means the requirement in Canadian Securities Legislation that prohibits a person or company from distributing a security unless a preliminary prospectus and prospectus for the security have been filed and applicable securities regulatory authority has issued receipts for them.

“Canadian Securities Legislation” means all applicable securities laws in each of the provinces and territories of Canada, including, without limitation, the Province of Alberta, and the respective regulations and rules under such laws, together with applicable published rules, blanket orders, instruments, rulings and notices of the regulatory authorities in such provinces or territories.

“Capital Expenditures” means, for any period, with respect to any Person, the aggregate of all expenditures and costs (whether paid in cash or accrued as liabilities during that period and including any expenditures and costs during that period that, following project completion, will be treated as a finance lease receivable by such Person) by such Person and its Subsidiaries during such period which are required to be capitalized under IFRS on a balance sheet of such Person; provided that any portion of such expenditures and costs funded by third party lessors under any operating lease in respect of which such Person is the lessee shall not constitute “Capital Expenditures”.

“Capital Markets Debt” means any Indebtedness consisting of bonds, debentures, notes, term loans or other similar debt instruments.

“Capital Stock” means:

(1) in the case of a corporation, shares in the capital or corporate stock, as applicable, of the corporation;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person;

but excluding from all of the foregoing any debt securities convertible or exchangeable into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“Cash Equivalents” means:

(1) (a) United States dollars, European Union euros, Japanese yen, Canadian dollars, U.K. pounds sterling or any national currency of any participating member state of the European Economic and Monetary Union ; or (b) in the case of any Foreign Subsidiary or any jurisdiction in which the Company or its Restricted Subsidiaries conducts business, such local currencies held by it from time to time in the ordinary course of business or consistent with industry practice;

(2) securities issued or directly and fully guaranteed or insured by (a) the federal government of the United States or Canada or any agency or instrumentality of the federal government of the United States or Canada (provided that the full faith and credit of the United States or Canada, in each case, is pledged in support of those securities) or (b) any foreign country whose sovereign debt has a rating of at least “A3” from Moody’s, “A-” from S&P or “A- ” from Fitch, or any agency or instrumentality of such foreign country (provided that the full faith and credit of such foreign country is pledged in support of those securities), in each case having maturities of not more than two years from the date of acquisition;

(3) certificates of deposit, demand deposits, eurodollar time deposits, overnight bank deposits or bankers’ acceptances with maturities not exceeding one year from the date of acquisition and overnight bank deposits, in each case, with any commercial bank having capital and surplus in excess of US$250.0 million in the case of U.S. banks and US$500.0 million (or the equivalent thereof in any other currency or currency unit) in the case of non-U.S. banks;

(4) marketable general obligations issued by any state, province, commonwealth or territory of the United States of America, Canada or any foreign country or any political subdivision, taxing authority or public instrumentality thereof maturing within two years from the date of creation or acquisition thereof and, at the time of acquisition having one of the two highest ratings obtainable from Moody’s, S&P or Fitch, or carrying an equivalent rating by any other nationally recognized rating agency, if Moody’s, S&P and Fitch cease publishing ratings;

(5) repurchase obligations with a term of not more than thirty days for underlying securities of the types described in clauses (2) and (3) above entered into with any commercial bank meeting the qualifications specified in clause (3) above;

(6) commercial paper and variable or fixed rate notes (a) having one of the two highest ratings obtainable from Moody’s, S&P or Fitch, or carrying an equivalent rating by a nationally recognized rating agency, if each of Moody’s, S&P and Fitch cease publishing ratings, and in each case maturing within two year after the date of acquisition or (b) issued by a commercial bank meeting the qualifications specified in clause (3) above;

(7) securities with maturities of one year or less from the date of acquisition backed by standby letters of credit issued by any commercial bank meeting the qualifications specified in clause (3) above;

(8) marketable short-term money market and similar securities maturing within 24 months after the date of creation or acquisition thereof and having a rating of at least “A-2”, “P- 2” or “F-2” from any of Moody’s, S&P or Fitch, respectively, or carrying an equivalent rating by a nationally recognized rating agency, if each of Moody’s, S&P and Fitch cease publishing ratings;

(9) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated within the three highest ratings categories by Moody’s, S&P or Fitch, or carrying an equivalent rating by a nationally recognized rating agency, if each of Moody’s, S&P and Fitch cease publishing ratings;

(10) with respect to any Foreign Subsidiary: (a) certificates of deposit of, banker’s acceptance of, or time deposits with, any commercial bank which is organized and existing under the laws of the country in which such Foreign Subsidiary maintains its chief executive office and principal place of business, and whose short-term commercial paper rating from Moody’s is at least “P-2” or the equivalent thereof or from S&P is at least “A-2” or the equivalent thereof (any such bank being an “Approved Foreign Bank”), and in each case with maturities of not more than one year from the date of acquisition and (b) the equivalent of demand deposit accounts which are maintained with an Approved Foreign Bank;

(11) Indebtedness or Preferred Stock with maturities of 24 months or less from the date of acquisition issued by Persons with a rating of “Baa3” or higher from Moody’s, “BBB-” or higher from S&P or “BBB-” from Fitch, or carrying an equivalent rating by a nationally recognized rating agency, if each of Moody’s, S&P and Fitch cease publishing ratings;

(12) bills of exchange issued in the United States or any foreign country eligible for rediscount at the relevant central bank and accepted by a bank (or any dematerialized equivalent);

(13) investments in money market funds access to which is provided as part of “sweep” accounts maintained with any commercial bank meeting the qualifications specified in clause (3) above;

(14) investments in industrial development revenue bonds that (a) “re-set” interest rates not less frequently than quarterly, (b) are entitled to the benefit of a remarketing arrangement with an established broker dealer and (c) are supported by a direct pay letter of credit covering principal and accrued interest that is issued by any commercial bank meeting the qualifications specified in clause (2) above;

(15) investments in pooled funds or investment accounts consisting of investments in the nature described in the foregoing clause (14);

(16) deposits available for withdrawal on demand with any commercial bank not meeting the qualifications specified in clause (3) above; and

(17) interests in any investment company, money market, enhanced high yield fund or other investment fund 90% or more of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (15) of this definition.

In the case of Investments by any Restricted Subsidiary or Investments made in a country outside the United States of America or Canada, Cash Equivalents shall also include (i) investments of the type and maturity described in clauses (1) through (9) and clauses (11) through (14) above of foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (ii) other short-term investments utilized by Foreign Subsidiaries that are Restricted Subsidiaries in accordance with normal investment practices for cash management in investments analogous to the foregoing investments in clauses (1) through (14) and in this paragraph. For the avoidance of doubt, any items identified as Cash Equivalents under this definition (other than clause (16) above) will be deemed to be Cash Equivalents for all purposes under this Indenture regardless of the treatment of such items under IFRS.

“Cash Management Agreement” means any agreement entered into from time to time by the Company or any Restricted Subsidiary in connection with cash management services for collections, other Cash Management Obligations and for operating, payroll and trust accounts of such Person, including automatic clearing house services, controlled disbursement services, electronic funds transfer services, information reporting services, lockbox services, stop payment services and wire transfer services.

“Cash Management Obligations” means, with respect to any Person, obligations of such Person in relation to (1) treasury, depository or cash management services, arrangements or agreements (including, without limitation, credit, debt or other purchase card programs and intercompany cash management services) or any automated clearinghouse (“ACH”) transfers of funds (including reimbursement and indemnification obligations with respect to letters of credit or similar instruments), and (2) netting services, overdraft protections, controlled disbursement, ACH transactions, return items, interstate deposit network services, supplier services, cash pooling and operational foreign exchange management, Society for Worldwide Interbank Financial Telecommunication transfers and similar programs.

“Change of Control” means the occurrence of any of the following:

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets (including Capital Stock of the Restricted Subsidiaries of the Company) of the Company and its Restricted Subsidiaries taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act);

(2) the adoption of a plan relating to the liquidation or dissolution of the Company other than as part of a transaction that is permitted by Section 5.01; or

(3) the consummation of any transaction (including any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Company, measured by voting power rather than number of shares.

For the purposes of this definition, (a) no Change of Control shall be deemed to have occurred solely as a result of a transfer of assets, or the consummation of any transaction (including, without limitation, any merger, arrangement, amalgamation or consolidation), among the Company and its Restricted Subsidiaries; (b) a Person shall not be deemed to have beneficial ownership of securities subject to a stock purchase agreement, merger agreement or similar agreement until the consummation of the transactions contemplated by such agreement; (c) no Change of Control shall be deemed to have occurred solely as a result of the consummation of the Acquisition; and (d) to the extent that one or more regulatory approvals are required for any of the transactions or circumstances described in clauses (1), (2) or (3) above to become effective under applicable law and such approvals have not been received before such transactions or circumstances have been consummated, such transactions or circumstances shall be deemed to have occurred at the time such approvals have been obtained and become effective under applicable law.

Notwithstanding the preceding, (a) a transaction will not be deemed to involve a Change of Control if (i) the Company becomes a direct or indirect Wholly Owned Subsidiary of a parent entity and (ii) immediately following that transaction no Person (other than a parent entity satisfying the requirements of this sentence) is the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of such parent entity (or its general partner, if applicable), and (b) (i) a conversion of the Company or any of its Restricted Subsidiaries from a limited partnership, corporation, limited liability company or other form of entity to a limited liability

company, corporation, limited partnership or other form of entity or (ii) an exchange of all the outstanding Equity Interests in one form of entity for Equity Interests in another form of entity each shall not constitute a Change of Control, so long as immediately following such conversion or exchange or transaction no “person” Beneficially Owns more than 50% of the Voting Stock of such entity (or its general partner, if applicable).

“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Rating Event.

“Class” means (a) in the case of Parity Debt, every Series of Parity Debt, taken together, and (b) in the case of Priority Debt, every Series of Priority Debt, taken together.

“Clearstream” means Clearstream Banking, société anonyme and its successors.

“Collateral” means substantially all assets of the Company and the Guarantors, that secure Indebtedness under the Credit Agreement and any other Priority Obligations or Parity Obligations, other than Excluded Assets.

“Collateral Agent Agreement” means that certain collateral agent and intercreditor agreement, dated as of the Escrow Release Date, among the Company, the Guarantors, the Collateral Agent and the Secured Debt Representatives, as amended, supplemented or otherwise modified from time to time.

“Collateral Agent Agreement Joinder” means a joinder to the Collateral Agent Agreement in substantially the form of such joinder attached as an exhibit to the Collateral Agent Agreement.

“Commercial Lending Institution” means commercial banks engaged in revolving credit lending to participants in the exploration, development, production, transportation, processing and/or treatment of hydrocarbons, or the provisions of services or equipment to participants in such industry, in the ordinary course of their respective businesses and includes any investment bank, insurance company, credit union, savings and loan association and any government-owned entity (such as ATB Financial, Business Development Bank of Canada, Export Development Canada and Caterpillar Financial Services Corp.) which from time to time extends credit on terms and conditions similar to any of the foregoing, and includes any assignee of any of the foregoing which is not otherwise a Commercial Lending Institution provided the assignee is either an Affiliate (where Affiliate is as defined in the Credit Agreement as at the Issue Date or in any other Credit Facility where the definition is substantially the same as in the Credit Agreement on the Issue Date) of the assigning Commercial Lending Institution, a fund managed or administered by the assigning Commercial Lending Institution or an Affiliate thereof (as defined in this definition) or a fund that is managed or administered by a Person or an Affiliate (as defined in this definition) of such Person that manages or administers the assigning Commercial Lending Institution.

“Commission” or “SEC” means the Securities and Exchange Commission.

“Company” means Enerflex Ltd, a corporation existing under the laws of Canada, and any and all successors thereto.

“Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus the following:

(1) an amount equal to any extraordinary loss plus any net loss realized by such Person or any of its Restricted Subsidiaries in connection with any Asset Sale (or any transaction excluded from the definition thereof), or the disposition of securities or the early extinguishment of Indebtedness, to the extent such losses were deducted in computing such Consolidated Net Income; plus

(2) provision for taxes based on income, profits or capital of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

(3) the Fixed Charges of such Person and its Restricted Subsidiaries (and, to the extent not otherwise included, such Person’s proportional share of Fixed Charges of any other Person in which such specified Person has an investment that is accounted for using the equity method of accounting or that is not a Restricted Subsidiary of such specified Person) for such period, to the extent that such Fixed Charges were deducted in computing such Consolidated Net Income; plus

(4) depreciation, depletion, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period), impairment and other non-cash charges and expenses (excluding any such non-cash charge or expense to the extent that it represents an accrual of or reserve for cash charges or expenses in any future period or amortization of a prepaid cash charge or expense that was paid in a prior period) of such Person and its Restricted Subsidiaries (and, to the extent not otherwise included, such Person’s proportional share of such depreciation, depletion, amortization, impairment and other non-cash charges and expenses of any other Person in which such specified Person has an investment that is accounted for using the equity method of accounting or that is not a Restricted Subsidiary of such specified Person) for such period to the extent that such depreciation, depletion, amortization, impairment and other non-cash charges or expenses were deducted in computing such Consolidated Net Income; plus

(5) any reasonable expenses and charges related to any Investment, acquisition, disposition, Equity Offering, recapitalization, or issuance or incurrence or repayment of Indebtedness permitted under this Indenture (in each case, whether or not successful); plus

(6) dividends, distributions and other payments received in cash by such Person or a Restricted Subsidiary of such Person from a Person that is not a Restricted Subsidiary of such specified Person or that is accounted for by the equity method of accounting (including an Unrestricted Subsidiary), to the extent that such dividends, distributions and other payments were in excess of such specified Person’s proportional share of the income of such other Person that was included in the Consolidated Net Income of such specified Person for such period; plus

(7) all cash payments received by the Company and the Restricted Subsidiaries from customers pursuant to contracts accounted for as Finance Lease Obligations (unless otherwise included in Consolidated Cash Flow due to recognition in a prior period); and minus

(8) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business, in each case, on a consolidated basis and determined in accordance with IFRS.

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate net income (loss) of such Person and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with IFRS and before any reduction in respect of preferred stock dividends (and only to the extent such items are otherwise included in the calculation of net income); provided that:

(1) any gain (or loss), together with any related provision for taxes on such gain (or loss), realized in connection with: (i) any Asset Sale; (ii) the disposition of any securities by such Person or its Restricted Subsidiaries (other than in the ordinary course of business or pursuant to item (14) of the items not deemed to be Asset Sales in the definition of Asset Sale); or (iii) the extinguishment of any Indebtedness of such Person or its Restricted Subsidiaries will be excluded;

(2) any extraordinary, non-recurring or unusual (as determined in good faith by such Person) gain (or loss) or income (or expense) (including, without duplication, Transaction Costs), together with any related provision for taxes on such gain (or loss) or income (or expense) will be excluded;

(3) solely for purposes of determining the amount available for Restricted Payments permitted pursuant to Section 4.07, the net income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that net income is not at the date of determination permitted without any prior governmental approval (except as has been obtained or is customarily obtained) or, directly or indirectly, by operation of the terms of its charter or any judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its shareholders, partners or members; provided that upon the removal of such restriction, the aggregate net income of such Restricted Subsidiary previously excluded within the immediately preceding four fiscal quarters shall be added to the net income of such Person and its Restricted Subsidiaries for the same quarters;

(4) any severance expenses, relocation expenses, restructuring expenses, curtailments or modifications to pension and post-retirement employee benefit plans, excess pension charges, expenses or charges relating to facilities closing costs, acquisition integration costs, signing, retention or completion bonuses, expenses or charges related to any issuance, redemption, repurchase, retirement or acquisition of Capital Stock, Investment, acquisition, disposition, recapitalization or issuance, repayment, refinancing, amendment or modification of Indebtedness (in each case, whether or not successful), in each case other than in the ordinary course of business, and any fees, expenses or charges related to the Transactions, in each case, shall be excluded;

(5) the cumulative effect of a change in accounting principles will be excluded;

(6) any impairment losses will be excluded;

(7) any non-cash compensation charge arising from any grant of stock, stock options or other equity-based awards will be excluded;

(8) unrealized mark-to-market losses and gains under Hedging Contracts included in the determination of Consolidated Net Income will be excluded; and

(9) any after-tax charges relating to any premium or penalty paid, write off of deferred finance costs or other charges in connection with redeeming or retiring any Indebtedness prior to its Stated Maturity will be excluded.

“Consolidated Net Secured Debt Ratio” means, as of any date of determination, the ratio of (1) the aggregate principal amount of all Series of Priority Debt and all Series of Parity Debt of the Company and its Restricted Subsidiaries as of such date of determination minus cash and Cash Equivalents that would be stated on the balance sheet of the Company and its Restricted Subsidiaries as of such date of determination with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio and as determined in good faith by the Company to (2) LTM Cash Flow.

“Consolidated Net Tangible Assets” means, with respect to any Person at any date of determination, the aggregate amount of total assets included in such Person’s most recent quarterly or annual consolidated balance sheet prepared in accordance with IFRS less applicable reserves reflected in such balance sheet, after deducting (i) all current liabilities of Indebtedness incurred under Credit Facilities as reflected in such balance sheet and (ii) all goodwill, trademarks, patents, unamortized debt discounts and expenses and other like intangibles reflected in such balance sheet.

“Consolidated Total Indebtedness” means, as of any date of determination and without duplication, an amount equal to the sum of (1) the aggregate principal amount of all outstanding Indebtedness of the Company and its Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, Obligations in respect of Finance Lease Obligations and debt obligations evidenced by credit agreements, bonds, notes, debentures, promissory notes and similar instruments, as determined in accordance with IFRS (excluding for the avoidance of doubt all undrawn amounts under revolving credit facilities) and (2) the aggregate amount of all outstanding Disqualified Stock of the Company and all Preferred Stock of its Restricted Subsidiaries that are not Guarantors on a consolidated basis, with the amount of such Disqualified Stock and Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation preferences and maximum fixed repurchase prices, in each case determined on a consolidated basis in accordance with IFRS (but excluding the effects of any discounting of Indebtedness resulting from the application of repurchase or purchase accounting

in connection with the issuance of the Notes or any acquisition); provided, that Consolidated Total Indebtedness shall not include Indebtedness in respect of (A) any letter of credit, except to the extent of unreimbursed amounts under standby letters of credit, provided that any unreimbursed amounts under commercial letters of credit shall not be counted as Consolidated Total Indebtedness until five Business Days after such amount is drawn and (B) Hedging Obligations existing on the Issue Date or otherwise permitted by clause (7) of the definition of Permitted Debt. For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by the Company. The Canadian dollar equivalent principal amount of any Indebtedness denominated in a foreign currency will reflect the currency translation effects, determined in accordance with IFRS, of Hedging Obligations for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Canadian dollar equivalent principal amount of such Indebtedness.

“Consolidated Total Net Debt Ratio” means, as of any date of determination, the ratio of (1) Consolidated Total Indebtedness of the Company and its Restricted Subsidiaries as of the end of the most recent fiscal quarter minus cash and Cash Equivalents that would be stated on the balance sheet of the Company and its Restricted Subsidiaries as of such date with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio and as determined in good faith by the Company to (2) LTM Cash Flow.

“continuing” means, with respect to any Default or Event of Default, that such Default or Event of Default has not been cured or waived.

“Corporate Trust Office of the Trustee” means the office of the Trustee in New York, New York, at which at any particular time its corporate trust business in relation to the Notes shall be administered, which office on the date hereof is located at 240 Greenwich Street, 7th Floor, New York, New York 10286, or in any case such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders and the Company).

“Credit Agreement” means the second amended and restated credit agreement, dated as of May 2, 2019, among the Company and Enerflex Australasia Holdings Pty Ltd. as borrowers, The Toronto-Dominion Bank as administrative agent and the lenders party thereto, as amended, and, following the Refinancing thereof pursuant to the New Credit Agreement, “Credit Agreement” shall mean the New Credit Agreement, as amended, supplemented, restated or otherwise modified or further Refinanced from time to time.

“Credit Facility” means any debt facility (including the Credit Agreement), indentures, commercial paper facilities, asset-backed securitization facilities or other financing arrangements providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), letters of credit, debt securities, notes, bonds or other capital markets financings; provided that with respect to any Indebtedness incurred under clause (1) of the definition of Permitted Debt, such Credit Facilities may consist only of revolving credit facilities, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit facilities, in each case, with respect to which one or more Commercial Lending Institutions holds a majority of the aggregate commitments and outstanding principal amount of each tranche of Indebtedness thereof.

“Credit Parties” means, collectively, the Company and each Guarantor, and “Credit Party” means any of them.

“Custodian” means the Trustee, as custodian on behalf of the Depositary with respect to Global Notes, or any successor entity thereto.

“Customary Recourse Exceptions” means, with respect to any Non-Recourse Debt of an Unrestricted Subsidiary, exclusions from the exculpation provisions with respect to such Non-Recourse Debt for the voluntary bankruptcy or insolvency of such Unrestricted Subsidiary, fraud, misapplication of cash, environmental claims, waste, willful destruction and other circumstances customarily excluded by lenders from exculpation provisions or included in separate indemnification agreements in non-recourse financings.

“Debtor Relief Laws” means the Bankruptcy Code, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-Up and Restructuring Act (Canada), and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, winding-up, restructuring, examinership or similar action or proceeding, in each case under debtor relief laws of the United States or Canada or other insolvency law in the applicable jurisdictions from time to time in effect and affecting the rights of creditors generally, including any arrangement pursuant to the Canada Business Corporations Act, the Business Corporations Act (Alberta) or any other corporate statute if the relevant corporation proposes an arrangement involving a compromise or conversion of liabilities with respect to any class of creditors of such corporation.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with this Indenture, substantially in the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Increases or Decreases in Global Note” attached thereto.

“Depositary” means, with respect to any Global Note, the Person specified in Section 2.03 hereof as the Depositary with respect to such Global Note, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

“Derivative Instrument” with respect to a Person, means any contract, instrument or other right to receive payment or delivery of cash or other assets to which such Person or any Affiliate of such Person that is acting in concert with such Person in connection with such Person’s investment in the Notes (other than a Screened Affiliate) is a party (whether or not requiring further performance by such Person), the value and/or cash flows of which (or any material portion thereof) are materially affected by the value and/or performance of the Notes and/or the creditworthiness of the Company and/or any one or more of the Guarantors (the “Performance References”).

“Designated Non-Cash Consideration” means the fair market value of non-Cash Consideration received by the Company or a Restricted Subsidiary of the Company in connection with an Asset Sale that is so designated as Designated Non-Cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation and executed by the chief financial officer and one other officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-Cash Consideration.

“Discharge” means, with respect to any Series of Secured Debt, the occurrence of all of the following:

(1) termination of all commitments to extend credit that would constitute such Series of Secured Debt;

(2) payment in full in cash of the principal of and interest, fees and premium (if any) on all such Series of Secured Debt (other than any undrawn letters of credit);

(3) discharge or cash collateralization (at the lower of (a) 105% of the aggregate undrawn amount and (b) the amount required under the terms of the applicable Secured Debt Document) of all outstanding letters of credit and bankers’ acceptances constituting such Series of Secured Debt; and

(4) payment in full in cash of all other Obligations in respect of such Series of Secured Debt that are outstanding and unpaid at the time such Series of Secured Debt is paid in full in cash (other than (a) indemnification and other contingent obligations not then due and payable and (b) Hedging Obligations and Cash Management Obligations comprised in such Series of Secured Debt which are not due and payable contemporaneously with the other Obligations comprising such Series of Secured Debt).

The term “Discharged” shall have a corresponding meaning.

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature; provided, that only the portion of Capital Stock which is so convertible or exchangeable, or so matures or is mandatorily redeemable, or is so redeemable at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock.

Notwithstanding the preceding sentence, (i) any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the issuer of such Capital Stock to repurchase or redeem such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that the issuer of such Capital Stock may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.07 and (ii) any Capital Stock issued pursuant to any plan of the Company or any of its Affiliates for the benefit of one or more employees will not constitute Disqualified Stock solely because it may be required to be repurchased by the Company or any of its Affiliates in order to satisfy applicable contractual, statutory or regulatory obligations. For purposes of this Indenture, the amount of Disqualified Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock, such fair market value to be determined as set forth herein.

“Domestic Subsidiary” means any Restricted Subsidiary of the Company that was formed under the laws of Canada or any territory or province thereof or the United States or any state of the United States or the District of Columbia.

“Electronic Means” shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder.

“Enerflex Credit Facilities” means, together, that certain (a) Second Amended and Restated Credit Agreement, dated as of May 2, 2019, among the Company and Enerflex Australasia Holdings Pty Ltd. as borrowers, the Toronto Dominion Bank as agent and the lenders party thereto, as amended, supplemented or otherwise modified from time to time and (b) that certain credit agreement, dated as of April 12, 2021, among Enerflex Compression LLC and certain other persons as borrower, Regions Bank as agent and the lenders party thereto, as amended.

“Enerflex NPA” means the note purchase agreement dated December 15, 2017 among the Company as issuer and the note purchasers party thereto from time to time, as amended, supplemented or otherwise modified from time to time.

“Enforcement Action” means, with respect to the Secured Debt Documents, following the occurrence of a Secured Debt Default which is continuing, the taking of any step or action to enforce the Liens granted or created thereunder or any other rights or remedies of a Secured Party thereunder or in respect thereof, including (a) the taking of any step or action to enforce any Lien in respect of the Collateral, (b) the institution of any foreclosure proceedings, the noticing of any public or private sale or other disposition pursuant to the PPSA, the UCC or similar law in any other jurisdiction or under the Debtor Relief Laws or any attempt to vacate or obtain relief from a stay or other injunction restricting any other action described in this definition, (c) the exercise of any right or remedy provided to a secured creditor on account of a Lien under the Secured Debt Documents (including, in either case, any delivery of any notice to

seek to obtain payment directly from any account debtor of any Credit Party or the taking of any action or the exercise of any right or remedy in respect of the set-off or recoupment against, collection or foreclosure on or marshalling of the Collateral or proceeds of Collateral), under applicable law, at equity, in an Insolvency or Liquidation Proceeding or otherwise, including the acceptance of Collateral in full or partial satisfaction of a Lien, (d) the sale, assignment, transfer, lease, license, or other disposition as a secured creditor on account of a Lien of all or any portion of the Collateral, by private or public sale (judicial or non-judicial) or any other means, (e) the solicitation of bids from third parties to conduct the liquidation of all or a portion of Collateral as a secured creditor on account of a Lien, (f) the exercise of any other enforcement right relating to the Collateral (including the exercise of any voting rights relating to any Capital Stock composing a portion of the Collateral) whether under the Secured Debt Documents, under applicable law of any jurisdiction, in equity, in an Insolvency or Liquidation Proceeding, or otherwise, and (g) the appointment of a receiver, manager or interim receiver of all or any portion of the Collateral or the commencement of, or the joinder with any creditor in commencing, any Insolvency or Liquidation Proceeding against any Credit Party or any assets of any Credit Party.

“equally and ratably” means, in reference to sharing of Liens or proceeds thereof as amongst Secured Parties within a Class of Secured Debt, that such Liens or proceeds:

(1) will be allocated and distributed first to the Secured Debt Representative for each outstanding Class of Secured Debt within that Class, for the account of the holders of such Series of Secured Debt, ratably in proportion to the principal of, and interest, fees and premium (if any) and reimbursement obligations (contingent or otherwise) with respect to bankers’ acceptances and letters of credit, if any, outstanding (whether or not drawings have been made under such letters of credit) on each outstanding Series of Secured Debt within that Class when the allocation or distribution is made, and thereafter; and

(2) will be allocated and distributed (if any remain after payment in full of all of the principal of, and interest, fees and premium (if any) and reimbursement obligations (contingent or otherwise) with respect to bankers’ acceptances and letters of credit, if any, outstanding (whether or not drawings have been made on such letters of credit) on, all outstanding Secured Obligations within that Class) to the Secured Debt Representative for each outstanding Series of Secured Debt within that Class, for the account of the holders of any remaining Secured Obligations within that Class, ratably in proportion to the aggregate unpaid amount of such remaining Secured Obligations within that Class due and demanded (with written notice to the applicable Secured Debt Representative and the Collateral Agent ) prior to the date such distribution is made.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable or exercisable for, Capital Stock).

“Equity Offering” means any public or private sale of Capital Stock of the Company (other than Disqualified Stock and other than to a Subsidiary of the Company) made for cash on a primary basis by the Company after the Issue Date.

“Escrow Agent” means The Bank of New York Mellon, in its capacity as escrow agent under the Escrow Agreement.

“Escrow Agreement” means that certain escrow agreement to be entered into on the Issue Date among the Company, the Trustee and The Bank of New York Mellon, in its capacity as escrow agent, as amended, supplemented or otherwise modified from time to time.

“Euroclear” means Euroclear Bank SA/NV and its successors, as operator of the Euroclear system.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Assets” means assets of the Company or a Guarantor which are excluded from the Collateral for any of the following reasons:

(1) the granting of a Lien over such assets is prohibited by any law, rule, statute or regulation of the applicable jurisdiction;

(2) such Guarantor is contractually prohibited from granting a Lien over such assets (excluding any contractual prohibition in the Enerflex NPA or in any other agreement or instrument which relates to Indebtedness); provided such contract was not entered into in contemplation and for purposes of avoiding such Guarantor’s obligation to otherwise grant the Lien contemplated by this Indenture;

(3) any assets where the administrative agent under the New Credit Agreement has determined in writing, acting reasonably and following consultation with the Company, that the cost of obtaining a Lien over such assets would be materially and disproportionately greater than the benefit to the lenders under the New Credit Agreement of obtaining such Lien; or

(4) such assets are expressly excluded by the terms of the applicable Security Documents in such jurisdiction and which are not otherwise included in any other Security Documents in such jurisdiction;

provided that, if any asset is an Excluded Asset on the basis of clauses (1) or (2) of the foregoing, the Company shall use commercially reasonable efforts to obtain any requisite third party consents or approvals, and to provide for the grant of a Lien in a manner that complies with the applicable laws, rules, statute, regulation or contract, in each case, in order to negate any applicable restriction in those circumstances where it would be reasonable and customary to do so, as determined by the administrative agent under the New Credit Agreement in writing, following consultation with the Company, each acting reasonably.

“Excluded Contributions” means the net cash proceeds, fair market value of marketable securities, Cash Equivalents or assets that are used or useful in, or Capital Stock of any Person engaged in, a Permitted Business, in each case, received by the Company from: (a) contributions to its common equity capital, and (b) the sale (other than to a Subsidiary of the Company or to any Company or Subsidiary management equity plan or stock option plan or any other management or employee benefit plan or agreement) of Capital Stock (other than Disqualified Stock) of the Company, in each case designated as Excluded Contributions pursuant to an Officer’s Certificate on or promptly after the date such capital contributions are made or the date such Capital Stock is sold, as the case may be.

“Excluded Subsidiary” means any Restricted Subsidiary with respect to which the provision of a Guarantee by such Restricted Subsidiary would be prohibited or restricted by (a) any applicable Governmental Authority, applicable law or regulation or (b) contract (excluding the Enerflex NPA and provided that such contract was not entered into in contemplation and for the purposes of avoiding such Restricted Subsidiary’s obligation to otherwise provide a Guarantee).

“Existing Enerflex Notes” means all of the outstanding notes issued pursuant to the Enerflex NPA.

“Existing Indebtedness” means the aggregate principal amount of Indebtedness of the Company and its Restricted Subsidiaries (other than Indebtedness under the Credit Agreement and any intercompany Indebtedness) in existence on the Issue Date, until such amounts are repaid.

“Exterran Credit Facilities” means the amended and restated credit agreement, dated as of October 5, 2015, by and among Exterran Holdings, Inc., Exterran Energy Solutions, L.P., the lenders signatory thereto and Wells Fargo Bank, National Association, as administrative agent.

“Exterran Debt” means, collectively, the Exterran Credit Facilities and the Exterran Notes.

“Exterran Entities” means, collectively, Exterran Corporation and its Subsidiaries as of the date of consummation of the Acquisition.

“Exterran Notes” means the US$350.0 million aggregate principal amount of 8.125% senior notes due 2025 issued by Exterran Energy Solutions, L.P. and EES Finance Corp., as issuer, and Exterran Corporation, as parent guarantor.

The term “fair market value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by the Board of Directors of the Company or (other than for purposes of Section 6.01(11)), in cases involving amounts of less than US$100.0 million, by an officer of the Company.

“Finance Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a finance lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with IFRS, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty. Notwithstanding the foregoing, any lease (whether entered into before or after the Issue Date) that would have been classified as an operating lease pursuant to IFRS as in effect prior to the effective date of International Financial Reporting Standards 16 will be deemed not to represent a Finance Lease Obligation, and any ratio or basket availability under this Indenture will be calculated as if the changes in IFRS made as a result of International Financial Reporting Standards 16 had not occurred.

“Fitch” means Fitch Ratings, Inc., and any successor to the ratings business thereof.

“Fixed Charge Coverage Ratio” means with respect to any specified Person for any Reference Period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases or redeems any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the applicable Reference Period and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, guarantee, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or Preferred Stock, and the use of the proceeds therefrom as if the same had occurred at the beginning of such period. If any Indebtedness that is being given pro forma effect bears an interest rate at the option of such Person, the interest rate shall be calculated by applying such optional rate chosen by such Person. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as such Person may designate.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1) acquisitions and Investments that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers, consolidations or otherwise (including acquisitions of assets used in a Permitted Business), and including in each case any related financing transactions (including repayment of Indebtedness) during the Reference Period or subsequent to such Reference Period and on or prior to the Calculation Date, will be given pro forma effect as if they had occurred on the first day of the Reference Period, including any Consolidated Cash Flow and any pro forma expense and cost reductions that have occurred or are reasonably expected to occur within the next 12 months, in the reasonable judgment of the chief financial or accounting officer or treasurer of such Person (regardless of whether those cost savings or operating improvements could then be reflected in pro forma financial statements in accordance with Regulation S-X promulgated under the Securities Act or any other regulation or policy of the Commission related thereto);

(2) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with IFRS, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded;

(3) the Fixed Charges attributable to discontinued operations, as determined in accordance with IFRS, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date;

(4) any Person that is a Restricted Subsidiary of the specified Person on the Calculation Date will be deemed to have been a Restricted Subsidiary of the specified Person at all times during such Reference Period;

(5) any Person that is not a Restricted Subsidiary of the specified Person on the Calculation Date will be deemed not to have been a Restricted Subsidiary of the specified Person at any time during such Reference Period;

(6) if any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness will be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term as at the Calculation Date of 12 months or more, or, if the remaining term is less than 12 months, taking such Hedging Obligation into account on a proportional basis); and

(7) interest income reasonably anticipated by such Person to be received during the applicable Reference Period from cash or Cash Equivalents held by such Person or any Restricted Subsidiary of such Person, which cash or Cash Equivalents exist on the Calculation Date or will exist as a result of the transaction giving rise to the need to calculate the Fixed Charge Coverage Ratio, will be included.

“Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:

(1) the consolidated interest expense (net of cash interest income) of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Finance Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and including the effect of all payments made or received pursuant to interest rate Hedging Contracts, but excluding any unrealized mark-to-market losses and gains under Hedging Contracts; plus

(2) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period, plus

(3) all dividends, whether paid or accrued and whether or not in cash, on any series of Disqualified Stock of such Person or on any series of Preferred Stock of its Restricted Subsidiaries, other than dividends payable solely in Equity Interests of the payor (other than Disqualified Stock) or to such Person or a Restricted Subsidiary of such Person,

in each case, on a consolidated basis and determined in accordance with IFRS.

“Foreign Subsidiary” means any Restricted Subsidiary of the Company that is not a Domestic Subsidiary, and any Restricted Subsidiary of any Foreign Subsidiary, whether or not such Restricted Subsidiary is a Domestic Subsidiary.

“Global Note Legend” means the legend set forth in Section 2.06(g)(2) hereof, which is required to be placed on all Global Notes issued under this Indenture.

“Global Notes” means, individually and collectively, each Note in registered global form without coupons, deposited with or on behalf of and registered in the name of the Depositary or its nominee, substantially in the form of Exhibit A hereto and that bears the Global Note Legend and that has the “Schedule of Increases or Decreases in Global Note” attached thereto, issued in accordance with this Indenture.

“Government Securities” means securities that are:

(1) direct obligations of the United States for the timely payment of which its full faith and credit is pledged; or

(2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States, which are not callable or redeemable at the option of the issuers thereof, and will also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

“Governmental Authority” means the government of Canada or any province or territory thereof, the United States or any state, district or possession thereof or any other nation, or of any political subdivision thereof, whether state, local, or otherwise, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

The term “guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including by way of a pledge of assets, acting as co-obligor or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness, provided that any agreement by the Company or any of its Restricted Subsidiaries to repurchase equipment at a price not greater than its fair market value shall not be deemed a guarantee of Indebtedness. When used as a verb, “guarantee” has a correlative meaning.

“Guarantee” means any guarantee of the Company’s Obligations under this Indenture and of the Notes.

“Guarantee Subordination Terms” means the terms of subordination set forth in Exhibit F hereto.

“Guarantors” means each of the Restricted Subsidiaries of the Company that becomes a Guarantor in accordance with the provisions of this Indenture; and their respective successors and assigns, provided that, upon release or discharge of any such Restricted Subsidiary from its Guarantee of the Notes, such Restricted Subsidiary shall cease to be a Guarantor.

“Hedging Contracts” means, with respect to any specified Person:

(1) any interest swap agreement, forward rate agreement, floor, cap or collar agreement, futures or options, insurance or other similar agreement or arrangement, or any combination thereof, entered into by the Company or any Guarantor where the subject matter of the same is interest rates or the price, value or amount payable thereunder is dependent or based upon the interest rates or fluctuations in interest rates in effect from time to time (but, for certainty, shall exclude conventional floating rate debt);

(2) any currency swap agreement, cross currency agreement, forward agreement, floor, cap or collar agreement, futures or options, insurance or other similar agreement or arrangement, or any combination thereof, entered into by the Company or any Guarantor where the subject matter of the same is currency exchange rates or the price, value or amount payable thereunder is dependent or based upon currency exchange rates or fluctuations in currency exchange rates as in effect from time to time;

(3) any agreement constituting an “Eligible Financial Contract” under the regulations issued under the Bankruptcy and Insolvency Act (Canada) for the making or taking of delivery of any commodity, any commodity swap agreement, floor, cap or collar agreement or commodity future or option or other similar agreements or arrangements, or any combination thereof, entered into by the Company or any Guarantor where the subject matter of the same is any commodity or the price, value or amount payable thereunder is dependent or based upon the price of any commodity or fluctuations in the price of any commodity; provided that, “Hedging Contract” shall exclude any agreement for the making or taking of physical delivery of any commodity in the ordinary course of business or the physical purchase or sale of any commodity by the Company or any Guarantor entered into in the ordinary course of business unless either (a) such agreement is with a bank, investment bank, securities dealer, insurance company, trust company, pension fund, institutional investor or any other financial institution or any Affiliate of any of the foregoing, or (b) such agreement is entered into for hedging purposes or otherwise for the purpose of eliminating or reducing the financial risk or exposure of the Company or any Guarantor to fluctuations in the prices of commodities; or

(4) any agreement constituting an “Eligible Financial Contract” under the regulations issued under the Bankruptcy and Insolvency Act (Canada) in connection with equity securities of the Company or a Restricted Subsidiary, any equity securities plan hedging agreement, floor, cap or collar agreement or equity security plan future or option or other similar agreements or arrangement, or any combination thereof, entered into by the Company or a Restricted Subsidiary where the subject matter of the same is any equity securities of the Company or a Restricted Subsidiary or the price, value or amount payable thereunder is dependent or based upon the price of any equity securities of the Company or a Restricted Subsidiary or fluctuations in the price of any such equity securities;

and in each case are entered into only in the normal course of business and not for speculative purposes.

“Hedging Obligations” mean, with respect to any Person, the Obligations in respect of such Person under Hedging Contracts.

“Holder” means a Person in whose name a Note is registered.

“Hydrocarbons” means oil, natural gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all constituents, elements or compounds thereof and products refined or processed therefrom.

“IFRS” means International Financial Reporting Standards as in effect from time to time but only to the extent the same are adopted by Chartered Professional Accountants of Canada (such organization, and any successor for setting standards for accounting standards for businesses in Canada, “CPA Canada”) as generally accepted accounting principles in Canada and then subject to such modifications thereto as are agreed by CPA Canada; provided, however, that if elected by the Company in writing to the Trustee in connection with the delivery of Financial Reports, any alternative accounting principles that are recognized by CPA Canada as being generally accepted in Canada which are in effect from time to time, in each case as in effect on the first date of the period for which the Company is making such election and thereafter in effect from time to time. At any date after the Issue Date, the Company shall be entitled to make an irrevocable election to establish that “IFRS” shall mean “IFRS” as in effect on a date that is after the Issue Date and on or prior to the date of such election. The Company shall give notice of such election to the Trustee and the Holders.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person whether or not contingent:

(1) in respect of borrowed money;

(2) evidenced by bonds, notes, debentures or similar instruments;

(3) in respect of all outstanding letters of credit issued for the account of such Person that support obligations that constitute Indebtedness (provided that the amount of such letters of credit included in Indebtedness shall not exceed the amount of the Indebtedness being supported) and, without duplication, the unreimbursed amount of all drafts drawn under letters of credit issued for the account of such Person;

(4) in respect of bankers’ acceptances issued for the account of such Person;

(5) representing Finance Lease Obligations or representing Attributable Debt in respect of a Sale/Leaseback Transaction not involving a Finance Lease Obligation;

(6) representing the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable; or

(7) representing any obligations under Hedging Contracts,

if and to the extent any of the preceding items (other than letters of credit and obligations under Hedging Contracts) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of the specified Person prepared in accordance with IFRS. In addition, the term “Indebtedness” includes (i) all Indebtedness of other Persons of the type referred to in the foregoing clauses (1) through (7) secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person), the amount of such Indebtedness of such referent Person being deemed to be the lesser of the fair market value of such asset and the amount of the Indebtedness of such other Person so secured and (ii) to the extent not otherwise included, the guarantee by the specified Person of any Indebtedness of any other Person. For the avoidance of doubt, the term “Indebtedness” excludes (i) any obligation in respect of taxes, assessments or other similar governmental charges or claims, (ii) any obligation arising from any agreement providing for indemnities, purchase price adjustments, holdbacks, contingency payment obligations based on the performance of acquired or disposed assets or similar obligations (other than guarantees of Indebtedness) incurred by the specified Person in connection with the acquisition or disposition of assets, (iii) any obligation arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, (iv) obligations owed to banks and other financial institutions incurred in the ordinary course of business in connection with Cash Management Obligations and other ordinary banking arrangements to provide treasury services or to manage cash balances and (v) any commitment to make loans, advances or other Investments, or to purchase Investments, Persons or other securities or assets. The term “Indebtedness” also excludes any repayment or reimbursement obligation of such Person or any of its Restricted Subsidiaries with respect to Customary Recourse Exceptions, unless and until an event or circumstance occurs that triggers the Person’s or such Restricted Subsidiary’s direct repayment or reimbursement obligation (as opposed to contingent or performance obligations) to the lender or other Person to whom such obligation is actually owed, in which case the amount of such direct payment or reimbursement obligation shall constitute Indebtedness.

The amount of any Indebtedness outstanding as of any date will be:

(1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

(2) in the case of obligations under any Hedging Contracts, the termination value of the agreement or arrangement giving rise to such obligations that would be payable by such Person at such date;

(3) in the case of any Finance Lease Obligations, the amount determined in accordance with the definition thereof;

(4) in the case of contingent obligations (other than those specified in clauses

(1) and (2) of this paragraph), the maximum liability at such date of such Person; and

(5) the principal amount of the Indebtedness, in the case of any other Indebtedness.

For purposes of determining the amount of Indebtedness under any covenants, definitions or other provisions of this Indenture, guarantees of, and obligations in respect of letters of credit, bankers’ acceptances and other similar instruments relating to, or Liens securing, Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included and the incurrence or creation of any such guarantees, obligations or Liens shall not be deemed to be the incurrence of Indebtedness.

“Indenture” means this Indenture, as amended or supplemented from time to time.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Initial Notes” means the $625.0 million aggregate principal amount of Notes issued under this Indenture on the Issue Date.

“Insolvency or Liquidation Proceeding” means:

(1) any case, proceeding or other action commenced by or against any Credit Party under any Debtor Relief Laws, but which, for certainty, shall exclude any dissolution, winding-up or liquidation of a solvent Credit Party into or merger, amalgamation with, or transfer of all or substantially all of the assets of one Credit Party to, another solvent Credit Party as permitted by each of the applicable Secured Debt Documents, each as in effect on the date hereof;

(2) any other proceeding, or the initiation of any proceedings: (a) of any type or nature in which substantially all claims of creditors of any Credit Party are determined and any payment or distribution is or may be made on account of such claims; or (b) in relation to any of the foregoing; or

(3) any analogous procedure in any jurisdiction,

in each case, whether any of the foregoing is voluntary or involuntary, partial or complete, and includes any such proceedings initiated or consented to by any Credit Party.

“Institutional Accredited Investor” means an institution that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, but is not also a QIB.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s, BBB- (or the equivalent) or better by Fitch and BBB- (or the equivalent) by S&P, or if Moody’s, Fitch or S&P ceases to rate the Notes for reasons outside of the Company’s control, the equivalent investment grade rating from any other Rating Agency.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including guarantees or other obligations), advances or capital contributions (excluding (i) loans and advances (including payroll, commission, travel, relocation costs and similar advances) to officers, directors (or persons holding similar positions) and employees made in the ordinary course of business, (ii) advances to customers in the ordinary course of business that are recorded as accounts receivable on the balance sheet of the lender and (iii) any debt or extension of credit represented by a bank deposit other than a time deposit), Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with IFRS; provided, however, that endorsements of negotiable instruments and deposits in the ordinary course of business consistent with past practice will not be deemed to be an Investment. If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Company, the Company will be deemed to have made an Investment on the date of any such sale or disposition in an amount equal to the fair market value of the Equity Interests of such Restricted Subsidiary not sold or disposed of. The acquisition by the Company or any Restricted Subsidiary of the Company of a Person that holds an Investment in a third Person will be deemed to be an Investment made by the Company or such Restricted Subsidiary in such third Person in an amount equal to the fair market value of the Investment held by the acquired Person in such third Person on the date of any such acquisition.

For purposes of Section 4.07 and Section 4.18:

(1) “Investments” will include the portion (proportionate to the Company’s equity interest in a Restricted Subsidiary to be designated as an Unrestricted Subsidiary) of the fair market value of the net assets of such Restricted Subsidiary of the Company at the time that such Restricted Subsidiary is designated an Unrestricted Subsidiary under the applicable Indenture (as determined in good faith by the Board of Directors of the Company); provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary under the applicable Indenture, the Company will be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary for purposes of such Indenture in an amount (if positive) equal to (a) the Company’s “Investment” in such Subsidiary at the time of such redesignation less (b) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time that such Subsidiary is so re-designated a Restricted Subsidiary; and

(2) any property transferred to or from an Unrestricted Subsidiary will be valued at its fair market value at the time of such transfer.

“Issue Date” means October 12, 2022.

“Joint Venture” means any Person that is not a direct or indirect Subsidiary of the Company in which the Company or any of its Restricted Subsidiaries makes any Investment.

“Junior Debt” means any senior unsecured Capital Markets Debt issued or borrowed by the Company or any of its Restricted Subsidiaries, any Indebtedness of the Company or any Restricted Subsidiary which is by its terms expressly subordinated in right of payment to the Notes or the Guarantee or such Restricted Subsidiary and any senior secured Indebtedness that is secured by Liens on the Collateral ranking junior in priority to the Liens securing the Notes or with respect to the application of proceeds from Collateral resulting from an Enforcement Action.

“Lien” means, with respect to any asset, any mortgage, lien (statutory or other), pledge, hypothecation, assignment, charge, security interest or encumbrance or any preference, priority or other security of any kind or nature in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the PPSA (or equivalent statute of any other jurisdiction, including any other Personal Property Security Act or Uniform Commercial Code); provided that in no event shall lease (whether entered into before or after December 31, 2018) which would have been classified as an operating lease in accordance with generally accepted accounting principles in effect on December 31, 2018, be deemed to constitute a Lien.

“Long Derivative Instrument” means a Derivative Instrument (i) the value of which generally increases, and/or the payment or delivery obligations under which generally decrease, with positive changes to the Performance References and/or (ii) the value of which generally decreases, and/or the payment or delivery obligations under which generally increase, with negative changes to the Performance References.

“LTM Cash Flow” means Consolidated Cash Flow of the Company measured for the applicable Reference Period, with such pro forma adjustments giving effect to such Indebtedness, acquisition, Investment or other transaction, as applicable, since the start of such four quarter period and as are consistent with the pro forma adjustments set forth in the definition of “Fixed Charge Coverage Ratio.”

“Make Whole Premium” means, with respect to a Note as of any redemption date for such Note whose redemption price may be determined by reference to the Make Whole Premium, the excess, if any, of (1) the present value as of the applicable redemption date of (a) the redemption price of such Note at October 15, 2024 (such redemption price being set forth in Section 3.07(b)) plus (b) any required interest payments due on such Note through October 15, 2024 (except for accrued and unpaid interest to, but not including, the applicable redemption date), computed using a discount rate equal to the Treasury Rate plus 50 basis points, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), over (2) the principal amount of such Note.

“Merger Agreement” means the Agreement and Plan of Merger, dated as of January 24, 2022, by and among the Company, Enerflex US Holdings Inc. and Exterran Corporation, as it may be amended from time to time.

“Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.

“Net Proceeds” means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of:

(1) the direct costs relating to such Asset Sale, including legal, accounting and investment banking fees and sales commissions, severance costs and any relocation expenses incurred as a result of the Asset Sale;

(2) taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements;

(3) amounts required to be applied to the repayment of Indebtedness secured by a Permitted Prior Lien on the properties or assets that were the subject of such Asset Sale; and

(4) any amounts to be set aside in any reserve established in accordance with IFRS or any amount placed in escrow, in either case for adjustment in respect of the sale price of such properties or assets or for liabilities associated with such Asset Sale and retained by the Company or any of its Restricted Subsidiaries until such time as such reserve is reversed or such escrow arrangement is terminated, in which case Net Proceeds shall include only the amount of the reserve so reversed or the amount returned to the Company or its Restricted Subsidiaries from such escrow arrangement, as the case may be.

“Net Short” means, with respect to a Holder or beneficial owner, as of a date of determination, either (i) the value of its Short Derivative Instruments exceeds the sum of (x) the value of its Notes plus (y) the value of its Long Derivative Instruments as of such date of determination or (ii) it is reasonably expected that such would have been the case were a Failure to Pay or Bankruptcy Credit Event (each as defined in the 2014 ISDA Credit Derivatives Definitions, as supplemented by the 2019 Narrowly Tailored Credit Event Supplement) to have occurred with respect to the Company or any Guarantor immediately prior to such date of determination.

“New Credit Agreement” means that certain credit agreement to be entered into by and among the Company, Enerflex Inc., Enerflex US Holdings Inc, and Enerflex Australasia Holdings Pty Ltd. as borrowers, Royal Bank of Canada as agent and the lenders party thereto on or prior to the date of the consummation of the Acquisition, as amended, supplemented or otherwise modified from time to time.

“New Credit Agreement Documents” means New Credit Agreement, the New Credit Agreement Guarantees, the Security Documents executed pursuant to the New Credit Agreement and the other Loan Documents (as defined (or such similar term set forth) in the New Credit Agreement).

“New Credit Agreement Guarantee” means a guarantee of the Company’s Obligations under the New Credit Agreement made by an Affiliate of the Company in accordance with the terms of the New Credit Agreement.

“Non-Recourse Debt” means Indebtedness:

(1) except as provided in (2) below, as to which neither the Company nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness) or (b) is directly or indirectly liable as a guarantor or otherwise, except for Customary Recourse Exceptions;

(2) as to which the lenders will not have any contractual recourse to the Capital Stock or assets of the Company or any of its Restricted Subsidiaries (other than the Capital Stock of an Unrestricted Subsidiary), except for Customary Recourse Exceptions; and

(3) no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary of the Company) would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the Notes) of the Company or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of such other Indebtedness to be accelerated or payable prior to its Stated Maturity.

For purposes of determining compliance with Section 4.09, in the event that any Non- Recourse Debt of any of the Company’s Unrestricted Subsidiaries ceases to be Non-Recourse Debt of such Unrestricted Subsidiary, such event will be deemed to constitute an incurrence of Indebtedness by a Restricted Subsidiary of the Company.

“Non-U.S. Person” means a Person who is not a U.S. Person.

“Note Documents” means this Indenture (including the Guarantees), the Notes, the Collateral Agent Agreement (and other Security Documents), each Parity Debt Sharing Confirmation, and all other agreements related to this Indenture, the Notes and the Guarantees.

“Notes” has the meaning assigned to it in the preamble to this Indenture and includes, for the avoidance of doubt, the Initial Notes and any Additional Notes, all of which shall be treated as a single class for all purposes under this Indenture, including for purposes of waivers, amendments, redemptions and offers to purchase.

“Obligations” means with respect to any Indebtedness of any Person (collectively, without duplication):

(1) all debt, financial liabilities and obligations under a Secured Debt Document of such Person of whatsoever nature and howsoever evidenced (including principal, interest (including all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the applicable Secured Debt Documents, even if such interest is not

enforceable, allowable or allowed as a claim in such proceeding), fees, reimbursement obligations, penalties, indemnities and legal and other expenses, whether due after acceleration or otherwise) to the providers or holders of such Indebtedness or to any agent, trustee or other representative of such providers or holders of such Indebtedness under or pursuant to each agreement, document or instrument evidencing, securing, guaranteeing or relating to such Indebtedness, financial liabilities or obligations relating to such Indebtedness (including Secured Debt Documents applicable to such Indebtedness (if any)), in each case, direct or indirect, primary or secondary, fixed or contingent, now or hereafter arising out of or relating to any such agreement, document or instrument;

(2) any and all sums advanced by the Collateral Agent or any other Person in accordance with the Collateral Agent Agreement or the Secured Debt Documents in order to preserve the Collateral or any other collateral securing such Indebtedness or to preserve the Liens in the Collateral or any other collateral securing such Indebtedness;

(3) the costs and expenses of collection and enforcement of the obligations referred to in clauses (1) and (2), including:

(a) the costs and expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on any Collateral or any other collateral;

(b) the costs and expenses of any exercise by the Collateral Agent or any other Person of its rights under the Security Documents; and

(4) other compensation and expenses payable in accordance with the Collateral Agent Agreement or, in respect of the Trustee, this Indenture.

“Obligor” means each of the Company, each Guarantor and each other Person that at any time provides collateral security for any Secured Obligations.

“Offering Memorandum” means the Offering Memorandum of the Company, dated October 6, 2022, relating to the offering of the Initial Notes.

“Officer” means, with respect to the Company or any other obligor upon the Notes, the Chairman of the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary (1) of such Person or (2) if such Person is a partnership or limited partnership or otherwise managed by another single entity, of such entity. Unless otherwise indicated, Officer shall refer to an officer of the Company.

“Officer’s Certificate” means, with respect to any Person, a certificate signed an Officer of such Person, which certificate, if it is with respect to a condition or covenant provided for in this Indenture or another Note Document, satisfies the applicable requirements of Section 14.03.

“OID” means the original issue discount of the Notes, if any, for U.S. federal income tax purposes.

“Opinion of Counsel” means an opinion from legal counsel which opinion is reasonably acceptable to the Trustee and, if it is with respect a condition or covenant provided for in this Indenture or another Note Document, that meets the applicable requirements of Section 14.03 hereof. The counsel may be an employee of or counsel to the Company or any Subsidiary of the Company.

“Parity Debt” means:

(1) the Notes and the related Guarantees issued on the Issue Date, and any other amounts payable under this Indenture, other than in respect of any Additional Notes;

(2) Indebtedness (other than Priority Debt) incurred under any Credit Facility in reliance on Section 4.09(b)(1);

(3) Indebtedness issued or incurred from time to time in reliance on Section 4.09(b)(3) or Section 4.09(b)(5) (insofar as such Indebtedness is refinancing Indebtedness incurred under Section 4.09(b)(3)); and

(4) other Indebtedness permitted to be incurred under the Section 4.09 and secured solely in reliance on clause (37) of the definition of “Permitted Liens”.

“Parity Debt Documents” means, collectively, the Note Documents and the indenture or agreement governing each other Series of Parity Debt and in each case all related guarantees and other agreements governing, securing or relating to any Parity Obligations (including, without limitation, the Collateral Agent Agreement and the other Security Documents).

“Parity Debt Representative” means:

(1) in the case of the Notes and the Guarantees, the Trustee; or

(2) in the case of any other Series of Parity Debt, the trustee, agent or representative of the holders of such Series of Parity Debt who is appointed as a Parity Debt Representative (for purposes related to the administration of the Security Documents) pursuant to the credit agreement, indenture or other agreement governing such Series of Parity Debt, and who has become a party to the Collateral Agent Agreement.

“Parity Debt Lien” means a Lien granted by a Security Document to the Collateral Agent, at any time, upon any property of any Credit Party which the Parties have agreed is intended to secure Parity Obligations.

“Parity Debt Sharing Confirmation” means, as to any Series of Parity Debt, the written agreement of the holders of that Series of Parity Debt, as set forth in the indenture or other agreement governing that Series of Parity Debt, for the benefit of all holders of each other existing and future Series of Parity Debt and each existing and future Parity Debt Representative, that all Parity Obligations will be and are secured equally and ratably by all Liens at any time granted by the Company or any other Obligor to secure any Obligations in respect of such Series of Parity Debt, whether or not upon property otherwise constituting Collateral, that all such Liens will be enforceable by the Collateral Agent for the benefit of all holders of Parity Obligations equally and ratably, and that the holders of Obligations in respect of such Series of Parity Debt are bound by the provisions of the Collateral Agent Agreement, and consent to and direct the Collateral Agent to perform its obligations under the Collateral Agent Agreement.

“Parity Obligations” means Parity Debt and all other Obligations in respect thereof.

“Parity Secured Parties” means the holders of Parity Obligations, including Holders of the Notes, the Trustee, each Parity Debt Representative and the Collateral Agent.

“Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).

“Permitted Acquisition Indebtedness” means:

(1) the Exterran Debt;

(2) Indebtedness or Preferred Stock of the Company or any of its Restricted Subsidiaries to the extent such Indebtedness or Preferred Stock were Indebtedness or Preferred Stock of any other Person existing at the time (a) such Person became a Restricted Subsidiary of the Company, (b) such Person was merged or consolidated with or into the Company or any of its Restricted Subsidiaries or (c) properties or assets of such Person were acquired by the Company or any of its Restricted Subsidiaries and such Indebtedness was assumed in connection therewith; and

(3) Indebtedness incurred by the Company or any of its Restricted Subsidiaries, in each case, (a) to provide all or any portion of the funds utilized to consummate the transaction pursuant to which such Person became a Restricted Subsidiary of the Company or was merged or consolidated with or into the Company or a Restricted Subsidiary of the Company or (b) otherwise in connection with, or in contemplation of, such acquisition, provided, in the case of this clause (3), that on the date such Person became a Restricted Subsidiary of the Company or the date such Person was merged or consolidated with or into the Company or any of its Restricted Subsidiaries, or on the date of such property or asset acquisition, as applicable, either

(a) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable Reference Period, the Company or such Restricted Subsidiary, as applicable, would be permitted to incur at least US$1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or

(b) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable Reference Period, the Fixed Charge Coverage Ratio of the Company would be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction.

“Permitted Business” means: (i) the purchase, production, compression, gathering, processing, treatment, dehydration, separation, exploitation, fractionating, sale, transportation, marketing, production handling, terminaling, or storage of crude oil, natural gas, condensate, natural gas liquids or other Hydrocarbons, water, sand, minerals, chemicals or other products or substances commonly created, used, recovered, produced, consumed or processed in the conduct of the oil and gas business; (ii) fresh water and waste water distribution, collection, transportation, treatment or disposal services; (iii) carbon capture, use and sequestration, hydrogen or renewable natural gas distribution, collection, transportation, treatment or disposal services; (iv) building, acquiring or operating the facilities and equipment to conduct a Permitted Business; (v) any business conducted by the Company and the Restricted Subsidiaries on the Issue Date; or (vi) any business that is, in the reasonable judgment of the Company, similar, reasonably related, incidental, ancillary or complementary to the foregoing or extensions, developments or expansions thereof.

“Permitted Business Investments” means Investments by the Company or any of its Restricted Subsidiaries in any Unrestricted Subsidiary, including any Project Subsidiary, of the Company or in any Joint Venture, provided that:

(1) at the time of such Investment and immediately after giving pro forma effect to such Investment as though such Investment had been made at the beginning of the Reference Period the Company could incur US$1.00 of additional Indebtedness under the Fixed Charge Coverage Ratio test set forth in Section 4.09(a);

(2) if such Unrestricted Subsidiary, Project Subsidiary or Joint Venture has outstanding Indebtedness at the time of such Investment, either (a) all such Indebtedness is Non-Recourse Debt or (b) any such Indebtedness of such Unrestricted Subsidiary, Project Subsidiary or Joint Venture that is recourse to the Company or any of its Restricted Subsidiaries (which shall include all Indebtedness of such Unrestricted Subsidiary, Project Subsidiary or Joint Venture for which the Company or any of its Restricted Subsidiaries may be directly or indirectly, contingently or otherwise, obligated to pay, whether pursuant to the terms of such Indebtedness, by law or pursuant to any guarantee, including any “claw-back,” “make-well” or “keep-well” arrangement) could, at the time such Investment is made, be incurred (and, for the avoidance of doubt will be deemed incurred) at that time by the Company and its Restricted Subsidiaries under the Fixed Charge Coverage Ratio test set forth in in Section 4.09(a); and

(3) such Unrestricted Subsidiary’s or Joint Venture’s activities are not outside the scope of any Permitted Business.

“Permitted Investments” means:

(1) any Investment in the Company (including through purchases of, or other investments in, the Notes) or in a Restricted Subsidiary of the Company;

(2) any Investment in cash and Cash Equivalents;

(3) any Investment by the Company or any Restricted Subsidiary of the Company in a Person, if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary of the Company; or

(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its properties or assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company, and

in each case, any Investment held by any such Person at the time such Person becomes a Restricted Subsidiary of the Company or at the time of such merger, consolidation, amalgamation, transfer, conveyance or liquidation;

(4) any Investment made as a result of the receipt of non-cash consideration from (i) an Asset Sale that was made pursuant to and in compliance with Section 4.10, including Asset Swaps, or (ii) a disposition of assets not constituting an Asset Sale;

(5) any transaction to the extent constituting an Investment that is permitted and made in accordance with Section 4.11(b) (except those described in clauses (7), (8), (9), (10), (11), (12) and (14) that section);

(6) any Investment in receivables owing to the Company or any Restricted Subsidiary created or acquired in the ordinary course of business and consistent with past practice; provided, however, that such trade terms may include such concessionary trade terms as the Company or any such Restricted Subsidiary deems reasonable under the circumstances;

(7) any Investment in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business and consistent with past practice;

(8) any Investment in any Person solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company;

(9) any Investments received (a) in compromise, settlement or resolution of, or upon satisfaction of judgments with respect to, (i) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Company or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy, insolvency, workout or recapitalization of any trade creditor or customer, or (ii) litigation, arbitration or other disputes; (b) as a result of a foreclosure, perfection or enforcement of any Lien or other transfer of title by the Company or any of its Restricted Subsidiaries with respect to any secured Investment in default; or (c) in exchange for any other Investment or accounts receivable held by the Company or any of its Restricted Subsidiaries;

(10) (i) guarantees of Indebtedness not prohibited by Section 4.09 and (other than with respect to Indebtedness) guarantees, keepwells and similar arrangements entered into in the ordinary course of business (other than any Indebtedness incurred pursuant to Section 4.09(b)(18)) and (ii) performance guarantees with respect to obligations that are not prohibited by the provisions of this Indenture (other than any Indebtedness incurred pursuant to Section 4.09(b)(18));

(11) loans or advances to officers, directors or employees made in the ordinary course of business of the Company or any Restricted Subsidiary of the Company in an aggregate principal amount not to exceed US$10.0 million at any one time outstanding;

(12) any Investment in prepaid expenses, negotiable instruments held for collection and lease, utility, worker’s compensation, performance and other similar deposits made in the ordinary course of business;

(13) Investments consisting of earnest money deposits required in connection with a purchase agreement, or letter of intent or other acquisitions to the extent not otherwise prohibited by the provisions of this Indenture;

(14) any Investment existing on, or made pursuant to agreements or obligations of the Company and any of its Restricted Subsidiaries in effect on, the Issue Date, and any renewals or replacements thereof on terms and conditions not materially less favorable to the Company or such Restricted Subsidiary, as the case may be, than the terms of the Investment being renewed or replaced;

(15) any Investment consisting of the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

(16) Hedging Contracts;

(17) pledges or deposits with respect to leases or utilities provided to third parties in the ordinary course of business and consistent with past practice or Liens otherwise described in the definition of “Permitted Liens” or made in connection with Liens permitted under Section 4.12;

(18) Investments consisting of purchases and acquisitions of inventory, supplies, materials and equipment or licenses or leases of intellectual property, in any case, in the ordinary course of business or consistent with past practice and in accordance with this Indenture;

(19) Investments of a Restricted Subsidiary acquired on or after the Issue Date or of an entity merged into the Company or merged into or consolidated with a Restricted Subsidiary on or after the Issue Date in a transaction that is not prohibited by Section 5.01 to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation;

(20) Permitted Business Investments;

(21) any Investments pursuant to or in connection with the Transactions; and

(22) other Investments in any Person having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (22) that are at the time outstanding, do not exceed the greater of (a) US$50.0 million and (b) 2.0% of the Consolidated Net Tangible Assets determined as of the date of such Investment; provided, that if any Investment pursuant to this clause (22) is made in any Person that is not a Restricted Subsidiary of the Company at the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) of this definition and shall cease to have been made pursuant to this clause (22) for so long as such Person continues to be a Restricted Subsidiary.

“Permitted Liens” means:

(1) Liens securing Priority Obligations and Parity Obligations (including Liens securing Obligations of the Company or any Guarantor under the Notes or the Guarantees) (other than Parity Debt described in clause (4) of the definition thereof);

(2) Liens in favor of the Company or any of the Guarantors;

(3) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Company or any Restricted Subsidiary of the Company, provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets (other than replacements thereof, improvements, additions and accessions thereto and proceeds thereof and any receivables, contract rights or intangibles related thereto) other than those of the Person merged into or consolidated with the Company or the Restricted Subsidiary;

(4) Liens on property existing at the time of acquisition of the property by the Company or any Restricted Subsidiary of the Company, provided that such Liens were in existence prior to the contemplation of such acquisition and relate solely to such property and replacements thereof, improvements, additions and accessions thereto and proceeds thereof and any receivables, contract rights or intangibles related thereto;

(5) any interest or title of a lessor to the property subject to a Finance Lease Obligation;

(6) Liens for the purpose of securing the payment of all or a part of the purchase price of, or Finance Lease Obligations, purchase money obligations or other payments incurred to finance the acquisition, lease, improvement or construction of or repairs or additions to, assets or property acquired or constructed in the ordinary course of business; provided that:

(a) the aggregate principal amount of Indebtedness secured by such Liens is otherwise permitted to be incurred under this Indenture and does not exceed the cost of the assets or property so acquired or constructed; and

(b) such Liens are created within 270 days of the later of the acquisition, lease, completion of improvements, construction, repairs or additions or commencement of full operation of the assets or property subject to such Lien and do not encumber any other assets or property of the Company or any of its Restricted Subsidiaries other than such assets or property and replacements thereof, improvements, additions and accessions thereto and proceeds thereof and any receivables, contract rights or intangibles related thereto;

(7) Liens existing on the Issue Date (other than Liens specifically permitted by another clause of this definition);

(8) Liens to secure the performance of tenders, bids, statutory obligations, regulatory obligations, surety, customs, advance payment, appeal or similar bonds, trade contracts, government contracts, operating leases, performance bonds or other obligations of a like nature incurred in the ordinary course of business, including guarantees and obligations of the Company or any of its Restricted Subsidiaries with respect to letters of credit supporting such obligations (in each case other than an obligation for money borrowed);

(9) landlords’ Liens or any other rights of distress reserved in or exercisable under any lease of real property for rent and for compliance with the terms of such lease; provided that such lien does not attach generally to all or substantially all of the undertaking, assets and property of the Company or a Restricted Subsidiary unless in the case of a Restricted Subsidiary, its assets primarily consist of and relate to the premises leased or are located thereon;

(10) Liens on Capital Stock of any Unrestricted Subsidiary or any Joint Venture owned by the Company or any Restricted Subsidiary of the Company to the extent securing Non-Recourse Debt or other Indebtedness of such Unrestricted Subsidiary or Joint Venture;

(11) any restriction or encumbrance (including customary rights of first refusal and tag, drag and similar rights) with respects to the pledge or transfer of Equity Interests of (a) any Unrestricted Subsidiary, (b) the Equity Interests in any Person that is not a Subsidiary or (c) any less than Wholly Owned Subsidiary that constitutes a joint venture or partnership with a non-Affiliated Person;

(12) Liens on pipelines or pipeline facilities that arise by operation of law;

(13) Liens arising under Joint Venture agreements, partnership agreements and other agreements arising in the ordinary course of business of the Company and its Restricted Subsidiaries that are customary in any Permitted Business;

(14) customary Liens on cash or cash equivalents held by a trustee for fees, costs and expenses of such trustee pursuant to an indenture;

(15) Liens pursuant to merger agreements, stock purchase agreements, asset sale agreement and similar agreements on earnest money deposits, good faith deposits, purchase price adjustment escrows and similar deposits and escrow arrangements made or established thereunder;

(16) Liens upon specific items of inventory, receivables or other goods or proceeds of the Company or any of its Restricted Subsidiaries securing such Person’s obligations in respect of bankers’ acceptances or receivables securitizations issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory, receivables or other goods or proceeds and permitted by Section 4.09;

(17) [Reserved];

(18) [Reserved];

(19) Liens to secure performance of Hedging Contracts (other than Priority Hedging Contracts) of the Company or any of its Restricted Subsidiaries;

(20) Liens securing (i) any defeasance trust provided that such Liens do not extend to or cover any assets or property that is not part of such defeasance trust or (ii) any insurance premium financing under customary terms and conditions, provided that no such Lien may extend to or cover any assets or property other than the insurance being acquired with such financing, the proceeds thereof and any unearned or refunded insurance premiums related thereto;

(21) Liens arising from any filing of or agreement to give any financing statement under the UCC or the PPSA (or any equivalent statutes in other jurisdictions) regarding operating leases;

(22) Liens arising under pipeline agreements, compression agreements, balancing agreements, construction agreements, disposal agreements, licenses, sublicenses and other agreements that are customary in a Permitted Business; provided, in all instances that such Liens are limited to the assets that are the subject of the relevant agreement, program, order or contract;

(23) Liens and trusts arising or imposed by operation of law, including landlords’, carriers’, warehousemen’s, mechanics’, garagemen’s, employees’ materialmen’s and repairmen’s Liens, or related contracts in the ordinary course of business, or deposits in connection with worker’s compensation, employment insurance and other social security legislation, in each case for sums not overdue for more than 60 days (or which, if due and payable, are being contested in good faith by appropriate proceedings provided appropriate reserves required pursuant to IFRS have been made in respect thereof);

(24) Liens under or pursuant to any judgment or award rendered, or claim filed, against the Company or a Restricted Subsidiary, the time for the appeal or petition for rehearing of which shall not have expired, or which the Company or such Restricted Subsidiary, as applicable, are being contesting in good faith by appropriate proceedings provided appropriate reserves required pursuant to IFRS have been made in respect thereof;

(25) undetermined or inchoate liens, charges, privileges, statutory Liens, adverse claims or encumbrances of any nature whatsoever arising or potentially arising under statutory provisions incidental to construction or current operations which have not at such time been filed pursuant to law against the Company or a Restricted Subsidiary or which relate to obligations not overdue for more than 60 days (or which, if due and payable, are being contested in good faith by appropriate proceedings provided appropriate reserves required pursuant to IFRS have been made in respect thereof);

(26) security given by the Company or a Restricted Subsidiary to a public utility or any municipality or governmental or other public authority when required by such utility or municipality or other authority in connection with the operations of the Company or such Restricted Subsidiary, as applicable, all in the ordinary course of its business which individually or in the aggregate do not materially impair its use in the operation of the business of the Company or its Subsidiaries, taken as a whole;

(27) the reservation in any original grants from a Governmental Authority of any land or interests therein and statutory exceptions and reservations to title and reservations of mineral rights in any grants from a Governmental Authority or from any other predecessors in title;

(28) pledges of cash or Cash Equivalents and bankers’ liens, rights of set-off and other similar liens existing solely with respect to such cash and Cash Equivalents on deposit in one or more accounts maintained by the Company or any of the Restricted Subsidiaries, in each case, granted in the ordinary course of business in favor of a person that is not a lender or an Affiliate of a lender under the Credit Agreement, with which such accounts are maintained, securing amounts owing to such Person with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements;

(29) pledges of cash or Cash Equivalents on deposit in one or more accounts maintained by the Company or any of the Restricted Subsidiaries, in each case, granted in the ordinary course of business in favor of a Person that is not a lender or an Affiliate of a lender under the Credit Agreement, with which such accounts are maintained, securing Hedging Obligations up to an aggregate amount not to exceed US$20.0 million;

(30) security interests resulting from the deposit of cash or Cash Equivalents or security interests on other assets as security when the Company or a Restricted Subsidiary is required by a Governmental Authority or by normal business practice to provide such deposits or security in connection with contracts, licenses or tenders or similar matters in the ordinary course of business and for the purpose of carrying on the same, or to secure workers’ compensation, surety or appeal bonds or to secure costs of litigation when required by applicable law;

(31) rights and interests created by notice by any ministries of transportation or similar authorities with respect to proposed highways and which do not materially impair the operation of the business of the Company or a Restricted Subsidiary;

(32) lis pendens that may be registered against any real property or interest therein of the Company or a Restricted Subsidiary in respect of any action or proceeding against the Company or such Restricted Subsidiary or in which it is a defendant but with respect to which action or proceeding no judgment, award or attachment against the Company or such Restricted Subsidiary has been granted or made and which the Company or such Restricted Subsidiary is defending in good faith;

(33) Liens for taxes, assessments or other governmental charges not overdue for more than 30 days (or which, if so overdue, are being contested in good faith by appropriate proceedings provided appropriate reserves required pursuant to IFRS have been made in respect thereof) or the nonpayment of which in the aggregate would not reasonably be expected to have a material adverse effect on the Company and the Restricted Subsidiaries of the Company taken as a whole;

(34) survey exceptions, encumbrances, ground leases, easements, restrictions, servitudes, permits, conditions, covenants, exceptions or reservations of, or rights of others for, licenses, rights-of-way, roads, pipelines, transmission liens, transportation liens, distribution lines for the removal of gas, oil, coal or other minerals, or for the joint or common use of real estate, rights of way, facilities and equipment, Liens related to surface leases and surface operations, or zoning, building codes or other restrictions (including, without limitation, minor defects or irregularities in title and similar encumbrances) as to the use of real properties or liens incidental to the conduct of the business of the Company or any Restricted Subsidiary of the Company or to the ownership of its properties that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of the Company or any Restricted Subsidiary of the Company;

(35) the rights reserved to or vested in Governmental Authorities by statutory provisions or by the terms of leases, licenses, franchises, grants or permits, which affect any land, to terminate the leases, licenses, franchises, grants or permits or to require annual or other periodic payments as a condition of the continuance thereof;

(36) liens or covenants restricting or prohibiting access to or from lands abutting on controlled access highways or covenants affecting the use to which such lands may be put; provided, however, such liens or covenants do not materially impair the use of the lands in the operations of the Company or a Restricted Subsidiary;

(37) other Liens incurred by the Company or any Guarantor, provided that, (a) after giving effect to any such incurrence, the aggregate principal amount of all Indebtedness then outstanding and secured by any Liens incurred pursuant to this clause (37) does not exceed the greater of (i) US$50.0 million and (ii) 2.0% of the Consolidated Net Tangible Assets determined as of the date of grant of such Lien and (b) if such Lien is on Collateral, such Liens are pari or junior in priority relative to the Notes and the Guarantees;

(38) Liens on any assets of any Restricted Subsidiary that is not a Guarantor securing Indebtedness incurred by such Restricted Subsidiary pursuant to Section 4.09(b)(18); and

(39) any Lien renewing, extending, replacing a Lien permitted by clauses (2) through (36) above, provided that (i) the principal amount of the Indebtedness secured by such Lien is not increased except by an amount equal to the premium or other amount paid and fees and expenses incurred, in connection therewith and by an amount equal to any existing commitments unutilized thereunder and (ii) no assets encumbered by any such Lien other than the assets permitted to be encumbered immediately prior to such Refinancing are encumbered (or, under written arrangements under which the original Lien arose, could have been encumbered) thereby (other than improvements thereon, accessions thereto and proceeds thereof).

“Permitted Prior Liens” means

(1) Liens against cash and cash equivalents in favor of the administrative agent under the New Credit Agreement (including any accounts, intangibles, financial assets or proceeds comprising the same or relating thereto), which cash and cash equivalents are deposited with the administrative agent under the New Credit Agreement pursuant to the repayment provisions of the New Credit Agreement in respect of Obligations under undrawn letters of credit or outstanding bankers’ acceptances (or in favor of other Priority Secured Parties or the agent thereof pursuant to the equivalent provisions of any other credit agreement entered into by the Company or other Credit Parties in compliance with this Indenture and the other Secured Debt Documents, including in connection with the replacement or refinancing, in whole or in part, of the credit facilities established under the New Credit Agreement);

(2) Liens described in clauses (3) through (16), (19) through (36) and (39) (to the extent renewing, extending or replacing a Lien pursuant to any of clauses (3) through (16) or

(19) through (36) of the definition of “Permitted Liens”) of the definition of “Permitted Liens”; and

(3) any other Liens (excluding Liens referred to in subparagraph (1) and (2) above) that have or are intended to have priority over the Secured Debt Liens and are permitted under each applicable Secured Debt Document.

“Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to Refinance other Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness), provided that:

(1) the principal amount of such Permitted Refinancing Indebtedness does not exceed the principal amount of the Indebtedness being Refinanced (plus all accrued interest on the Indebtedness and the amount of all fees, expenses and premiums incurred in connection therewith);

(2) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being Refinanced;

(3) if the Indebtedness being Refinanced is subordinated in right of payment to the Notes or the Guarantees, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Notes or the Guarantees on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being Refinanced;

(4) such Indebtedness is not incurred by a Restricted Subsidiary of the Company (other than a Guarantor) if the Company or any Guarantor is the issuer or other primary obligor on the Indebtedness being Refinanced; and

(5) to the extent such Refinancing Indebtedness is secured, the Liens securing such Refinancing Indebtedness have a Lien priority equal to or junior to the Liens securing the Indebtedness being refunded, refinanced, replaced, redeemed, repurchased or retired.

Notwithstanding the preceding, any Priority Debt or Parity Debt shall be subject only to the refinancing provision within the respective definitions thereof and not pursuant to the requirements set forth in the definition of Permitted Refinancing Indebtedness.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“PPSA” means the Personal Property Security Act (Alberta) as in effect from time to time.

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

“Priority Cash Management Obligations” means all Cash Management Obligations owing to any Qualified Counterparty.

“Priority Debt” means:

(1) Indebtedness under the Credit Agreement (provided that one or more Commercial Lending Institutions holds a majority of the aggregate commitments and outstanding principal amount of each tranche of Indebtedness thereunder) incurred in reliance on Section 4.09(b)(1) and Priority Hedging Obligations and Priority Cash Management Obligations constituting “Secured Obligations” (as defined in the Credit Agreement) and any guarantees thereof that, in each case, were permitted under each applicable Secured Debt Document to be incurred and secured by a Priority Debt Lien at the date of incurrence (with the satisfaction of such requirements to be conclusively established if the Company makes a representation, at the time of incurrence, to the lenders under the Credit Agreement to that effect or delivers, at the time of incurrence, an Officer’s Certificate to such lenders to that effect); and

(2) Indebtedness under any other Credit Facility (excluding intercompany Indebtedness owing to the Company or any of its Subsidiaries) incurred in reliance on Section 4.09(b)(1) and any Guarantee thereof and any Priority Hedging Obligations and Priority Cash Management Obligations incurred in reliance on Section 4.09(b)(1) and any Guarantees thereof that is secured equally and ratably with all other Priority Debt by a Priority Debt Lien that was permitted under each applicable Secured Debt Document to be incurred and so secured; provided, in the case of each issue or series of Indebtedness referred to in this clause (2), that:

(A) one or more Commercial Lending Institutions holds a majority of the aggregate commitments and outstanding principal amount of each tranche of Indebtedness thereunder;

(B) on or before the date on which such Indebtedness is incurred by the Company such Indebtedness is designated by the Company, in an Officer’s Certificate delivered to each Priority Debt Representative and the Collateral Agent, as “Priority Debt” for the purposes of the Secured Debt Documents; provided, that if such Series of Secured Debt is designated as “Priority Debt”, it may not also be designated as Parity Debt (or any combination of the two);

(C) such Indebtedness is governed by a credit agreement governing a revolving, term, receivable or letter of credit facility that includes a Priority Debt Sharing Confirmation; and

all requirements set forth in the Collateral Agent Agreement as to the confirmation, grant or perfection of the Collateral Agent’s Liens to secure such Indebtedness or Obligations in respect thereof are satisfied or arrangements have been established which are intended to ensure that such requirements will be satisfied within a reasonable time period following the incurrence of such additional Indebtedness (and the satisfaction of such requirements and the other provisions of this clause (D) and the existence of such arrangements shall be conclusively established if the Company delivers to the Collateral Agent an Officer’s Certificate in the form required pursuant to the Collateral Agent Agreement stating that such requirements and other provisions have been satisfied, that such arrangements are in existence and that such Indebtedness is “Priority Debt”).

“Priority Debt Documents” means, collectively, the New Credit Agreement, agreements governing Priority Hedging Obligations, agreements governing Priority Cash Management Obligations, and any additional Credit Facility constituting additional Secured Debt pursuant to which additional Priority Debt is incurred or secured in accordance with the terms of each applicable Secured Debt Document, and in each case all related guarantees and other agreements, instruments and other documents governing, securing or related to any Priority Obligations (including, without limitation, the Collateral Agent Agreement and the other Security Documents).

“Priority Debt Lien” means a Lien granted to the Collateral Agent, at any time, upon any property of the Company or any Guarantor which the Secured Parties have agreed is intended to only secure Priority Obligations.

“Priority Debt Sharing Confirmation” means, as to any Series of Priority Debt, the written agreement of the holders of that Series of Priority Debt, as set forth in the credit agreement or other agreement governing that Series of Priority Debt, for the benefit of all holders of each other existing and future Series of Priority Debt and each existing and future Priority Debt Representative, that all Priority Obligations will be and are secured equally and ratably by all Liens at any time granted by the Company or any other Obligor to secure any Obligations in respect of such Series of Priority Debt, whether or not upon property otherwise constituting Collateral, that all such Liens will be enforceable by the Collateral Agent for the benefit of all holders of Priority Obligations equally and ratably, and that the holders of Obligations in respect of such Series of Priority Debt are bound by the provisions of the Collateral Agent Agreement, and consent to and direct the Collateral Agent to perform its obligations under the Collateral Agent Agreement.

“Priority Hedging Contract” means a Hedging Contract with a Priority Hedging Counterparty which creates Priority Hedging Obligations.

“Priority Hedging Counterparty” has the meaning set forth in the definition of “Priority Hedging Obligations”.

“Priority Hedging Obligations” means all Hedging Obligations owing to a lender under the New Credit Agreement or a Person that was a lender under the New Credit Agreement, a lender under any other Series of Priority Debt or an Affiliate of a lender under the New Credit Agreement or of a lender under any other Series of Priority Debt, in each case, at the time the Hedging Contract(s) which created such Hedging Obligations were entered into (each such Person, a “Priority Hedging Counterparty”) and secured pursuant to the Security Documents, including any Hedging Obligations under any amendment, extension, modification or replacement of such Hedging Contracts; provided that, (a) in each case, to the extent such Hedging Obligations are permitted to be incurred and secured on a priority basis under the terms of each applicable Secured Debt Document (and the satisfaction of such requirements will be conclusively established if the Company represents and warrants to the applicable Priority Hedging Counterparty in either the applicable Hedging Obligation or in an Officer’s Certificate delivered to such Priority Hedging Counterparty and (b) any Hedging Obligations under any Hedging Contracts which are in existence before the New Credit Agreement is entered into and are with a counterparty (or its Affiliate) that becomes a lender under the New Credit Agreement, and which are deemed to be Priority Hedging Obligations by the New Credit Agreement, will be deemed to be Priority Hedging Obligations for the purposes of the Collateral Agent Agreement, including any Hedging Obligations under any amendment, extension, modification or replacement of such Hedging Contracts, and the counterparty to each such Hedging Contract shall be deemed to be a Priority Hedging Counterparty for the purposes of the Collateral Agent Agreement.

“Priority Obligations” means the Priority Debt and all other Obligations in respect thereof.

“Priority Representative” means (a) in the case of Indebtedness owing to lenders under the New Credit Agreement, the administrative agent under the New Credit Agreement, (b) in the case of certain Priority Hedging Obligations or Priority Cash Management Obligations, the financial institution or other counterparty which is owed such Priority Hedging Obligations or Priority Cash Management Obligations and that executes and delivers a Collateral Agent Agreement Joinder, and (c) in the case of any other Series of Priority Debt, the agent or trustee who maintains the transfer register (or functional equivalent) for such Series of Priority Debt and is appointed as a representative of such Series of Priority Debt (for purposes related to the administration of the applicable Security Documents) pursuant to this Indenture, credit agreement or other agreement governing such Series of Priority Debt and that executes and delivers a Collateral Agent Agreement Joinder.

“Priority Secured Parties” means the holders of Priority Obligations, each Priority Representative and the Collateral Agent.

“Private Placement Legend” means the legend set forth in Section 2.06(g)(1) hereof. Except otherwise provided in this Indenture, each Note shall bear this Private Placement Legend.

“Project Subsidiary” means any Subsidiary that is designated as an Unrestricted Subsidiary and that engages in any Permitted Business, and the assets of which are those used or intended for use in connection with or created or generated by, or derived from, only such Permitted Business of such Unrestricted Subsidiary and which is designated as a Project Finance SPV (or any successor or equivalent term) under the Credit Agreement.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Qualified Counterparty” means (a) the agent or any lender under the Credit Agreement or any of their respective Affiliates, (b) any Person that is or was a lender under any Credit Facility constituting Priority Debt or any Affiliate of such lender, in each case, at the time the Hedging Contract(s) or the Cash Management Agreement was entered into, (c) each counterparty to such Hedging Contract or a Cash Management Agreement in effect on the Escrow Release Date and (d) any other Person whose corporate rating at the time of entering into the applicable Hedging Contract or Cash Management Agreement is rated A-1 or higher by S&P or whose senior unsecured long-term debt obligations at the time of entering into the applicable Hedging Contract or Cash Management Agreement are rated A- or higher by S&P or, in each case, an equivalent rating by another internationally recognized statistical rating organization of similar standing (or whose obligations under the applicable Hedging Contract or Cash Management Agreement are guaranteed by another Person satisfying the foregoing ratings criteria).

“Rating Agency” means each of S&P, Fitch and Moody’s, or if any of S&P, Fitch or Moody’s shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company (as certified by a Board Resolution of the Board of Directors of the Company) which shall be substituted for S&P, Fitch or Moody’s, as applicable, as the case may be.

“Rating Event” means a decrease of one or more gradations (including gradations within rating categories as well as between rating categories and excluding, for the avoidance of doubt, changes in ratings outlook) in the rating of the Notes by one of the Rating Agencies or a withdrawal of the rating of the Notes by one of the Rating Agencies on, or within 30 days following, the earlier of (x) the occurrence of a Change of Control or (y) the date of public announcement of the occurrence of a Change of Control or of the intention by the Company to effect a Change of Control, which period shall be extended for a period not longer than 60 days so long as the rating of the Notes relating to the Change of Control is under publicly announced consideration for downgrade by the applicable Rating Agency; provided, that a downgrade of the Notes by the applicable Rating Agency shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a downgrade for purposes of this definition of Rating Event) if such Rating Agency making the downgrade in rating does not publicly announce or confirm or inform the Company or the Trustee in writing at the request of the Company that the downgrade is a result of the transactions constituting or occurring simultaneously with the applicable Change of Control (whether or not the applicable Change of Control has occurred at the time of such downgrade).

“Reference Period” means, with respect to any date of determination, the four most recent fiscal quarters of the Company for which internal financial statements are available.

“Refinance” means, with respect to any Indebtedness, to renew, refund, refinance, replace, defease, discharge or otherwise retire for value, in whole or in part, any such Indebtedness, and “Refinancing” and “Refinanced” have meanings correlative to the foregoing.

“Refinancing Transactions” means (i) the issuance of the Notes and related Guarantees, (ii) the entry into the New Credit Agreement and (iii) the Refinancing in full (and the termination of all related agreements and payment of all related fees and expenses) of all outstanding debt for borrowed money of the Company and Exterran and their respective Subsidiaries under the Enerflex Credit Facilities, the Existing Enerflex Notes and the Exterran Debt with the net proceeds from the offering of Notes and borrowings under the New Credit Agreement.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Note” means a permanent Global Note issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance upon Regulation S.

“Responsible Officer,” when used with respect to the Trustee, means any officer within the Corporate Trust Office of the Trustee (or any successor group of the Trustee) having direct responsibility for the administration of this Indenture and also means, with respect to this Indenture, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject and who is directly responsible for the administration of this Indenture.

“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.

“Restricted Global Note” means a Global Note bearing the Private Placement Legend.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Period” means the 40-day distribution compliance period as defined in Regulation S.

“Restricted Subsidiary” of a Person means any direct or indirect Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated under the Securities Act.

“Sale/Leaseback Transaction” means an arrangement relating to property or assets owned by the Company or a Subsidiary on the Issue Date or thereafter acquired by the Company or a Subsidiary whereby the Company or a Subsidiary transfers such property or assets to a Person (other than the Company or a Restricted Subsidiary of the Company) and the Company or a Subsidiary leases such property or assets from such Person.

“S&P” means S&P Global Ratings, a division of S&P Global Inc., or any successor to the ratings agency business thereof.

“Screened Affiliate” means any Affiliate of a Holder (i) that makes investment decisions independently from such Holder and any other Affiliate of such Holder that is not a Screened Affiliate, (ii) that has in place customary information screens between it and such Holder and any other Affiliate of such Holder that is not a Screened Affiliate and such screens prohibit the sharing of information with respect to the Company or its Subsidiaries, (iii) whose investment policies are not directed by such Holder or any other Affiliate of such Holder that is acting in concert with such Holder in connection with its investment in the Notes, and (iv) whose investment decisions are not influenced by the investment decisions of such Holder or any other Affiliate of such Holder that is acting in concert with such Holders in connection with its investment in the Notes.

“Secured Debt” means Priority Debt and Parity Debt.

“Secured Debt Default” means the occurrence of any event or condition (after the giving of any required notice and/or lapse of time and the expiry of any applicable grace period) which is continuing and, under the terms of any Secured Debt Document governing any Series of Secured Debt, (a) causes, or permits the holders of such Secured Debt outstanding thereunder to cause, the Secured Debt outstanding thereunder to become immediately due and payable, or (b) consists of such Secured Debt remaining due and payable after its stated maturity which has not been paid when due, after the expiration of any notice periods or grace periods for payment.

“Secured Debt Documents” means the Priority Debt Documents and the Parity Debt Documents (and which term, for certainty, shall not include the Collateral Agent Agreement).

“Secured Debt Lien” means a Lien granted under a Security Document to the Collateral Agent, at any time, upon any property of the Company or any Guarantor to secure Secured Obligations.

“Secured Debt Representatives” means each Priority Debt Representative and each Parity Debt Representative.

“Secured Loan Party” has the meaning assigned to such term in Exhibit F hereto.

“Secured Obligations” means Priority Obligations and Parity Obligations.

“Secured Parties” means the holders of Secured Obligations (including the Priority Secured Parties and the Parity Secured Parties), the Collateral Agent and the Secured Debt Representatives.

“Securities Act” means the Securities Act of 1933, as amended.

“Security Documents” means the Collateral Agent Agreement, each Collateral Agent Agreement Joinder and all security agreements, intellectual property security agreements, pledge agreements, collateral assignments, mortgages, collateral agency agreements, control agreements, deeds of trust or other grants or transfers for security executed and delivered by any Credit Party creating (or purporting to create) a Lien upon Collateral in favor of the Collateral Agent, for the benefit of the Secured Parties (or any of them) to secure the Obligations, in each case, as amended, modified, renewed, restated or replaced, in whole or in part, from time to time.

“SEDAR” means the System for Electronic Document Analysis and Retrieval or any successor computer system maintained by the Canadian securities administrators for the transmission, receipt, acceptance, review and dissemination of documents filed in electronic format.

“Senior Debt” means

(1) all Indebtedness of the Company or any of its Restricted Subsidiaries outstanding under the Credit Agreement and all obligations under Hedging Contracts with respect thereto;

(2) any other Indebtedness of the Company or any of its Restricted Subsidiaries permitted to be incurred under the terms of this Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is subordinated in right of payment to the Notes or any Guarantee; and

(3) all Obligations with respect to the items listed in the preceding clauses (1) and (2). Notwithstanding anything to the contrary in the preceding sentence, Senior Debt will not include:

(a) any intercompany Indebtedness of the Company or any of its Restricted Subsidiaries to the Company or any of its Affiliates; or

(b) any Indebtedness that is incurred in violation of this Indenture.

For the avoidance of doubt, “Senior Debt” will not include any trade payables or taxes owed or owing by the Company or any of its Restricted Subsidiaries.

“Series of Parity Debt” means, severally, (a) the Notes, and (b) each other issue or series of Parity Debt; and for the purposes hereof all credit facilities under the same credit agreement constituting Parity Debt will be deemed to be the same Series of Parity Debt.

“Series of Priority Debt” means, severally, (a) the New Credit Agreement Documents, and (b) each other issue or series of Priority Debt for which a single transfer register is maintained; and for the purposes hereof, (i) Priority Hedging Obligations and Priority Cash Management Obligations relating to a Series of Priority Debt will be treated as, and deemed to be a part of, the same Series of Priority Debt therewith and (ii) all credit facilities under the same credit agreement constituting Priority Debt will be deemed to be the same Series of Priority Debt.

“Series of Secured Debt” means, severally, each Series of Priority Debt and each Series of Parity Debt.

“Short Derivative Instrument” means a Derivative Instrument (i) the value of which generally decreases, and/or the payment or delivery obligations under which generally increase, with positive changes to the Performance References and/or (ii) the value of which generally increases, and/or the payment or delivery obligations under which generally decrease, with negative changes to the Performance References.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the Issue Date.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Subordinated Debt” means (1) with respect to the Company, any Indebtedness of the Company which is by its terms expressly subordinated in right of payment to the Notes, and (2) with respect to any Guarantor, any Indebtedness of such Guarantor which is by its terms expressly subordinated in right of payment to its Guarantees.

“Subsidiary” of any Person means:

(1) any corporation, association or other business entity (other than a partnership, joint venture, limited liability company or similar entity) more than 50% of the combined voting power of the outstanding Voting Stock of which is owned, directly or indirectly, by such Person or by one or more other Subsidiaries of such Person or by such Person and one or more Subsidiaries thereof; or

(2) any partnership, joint venture, limited liability company or similar entity of which:

(a) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership interests or otherwise; and

such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“Tax” or “Taxes” means all present and future taxes, levies, imposts, deductions, charges, duties and withholdings (including backup withholding) and any charges of a similar nature (including interest, penalties and other liabilities with respect thereto) that are imposed by any government or other taxing authority.

“TIA” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb).

“Transaction Costs” means any legal, professional and advisory fees or other transaction costs and expenses paid (whether or not incurred) by the Company or any Restricted Subsidiary of the Company in connection with (i) any acquisitions by the Company or any Restricted Subsidiary of the Company, (ii) any incurrence of Indebtedness or Disqualified Stock by the Company or any Restricted Subsidiary of the Company or any refinancing thereof, or any issuance of other equity securities or (iii) any reorganization, restructuring or recapitalization of the capital structure of the Company or Subsidiaries thereof, in each case permitted under the Indenture.

“Transactions” means the Acquisition and the Refinancing Transactions.

“Treasury Rate” means, with respect to any redemption date for any Note whose redemption price may be determined by reference to the Make Whole Premium, the yield to maturity as of the earlier of (a) such redemption date and (b) the date on which such series of Notes are defeased or satisfied and discharged, of United States Treasury securities with a constant maturity (as compiled and published in the most recent Selected Interest Rates (Daily) - H.15 that has become publicly available at least two Business Days prior to such date (or, if such Statistical Release is no longer published, any publicly available source of similar market data selected by the Company)) most nearly equal to the period from such date to October 15, 2024; provided, that if such period is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Company shall obtain the Treasury Rate

by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the redemption date to October 15, 2024 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used. Calculation of the Make Whole Premium and the Treasury Rate will be made by the Company or on behalf of the Company by such Person as the Company shall designate. The Company will (1) calculate the Treasury Rate and the Make Whole Premium no later than the first (and no earlier than the fourth) Business Day preceding the applicable redemption date (or, in the case of any redemption in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture, on the Business Day preceding such event), and (2) prior to such redemption date (or such event, as applicable), file with the Trustee a statement setting forth the Treasury Rate and the Make Whole Premium and showing the calculation of each in reasonable detail.

“Trustee” means the party named as such above until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

“Unrestricted Definitive Note” means a Definitive Note that does not bear and is not required to bear the Private Placement Legend.

“Unrestricted Global Note” means a Global Note that does not bear and is not required to bear the Private Placement Legend.

“Unrestricted Subsidiary” means any Subsidiary of the Company that is designated by the Board of Directors of the Company as an Unrestricted Subsidiary pursuant to a Board Resolution, but only to the extent that such Subsidiary:

(1) except to the extent permitted by subclause (2)(b) of the definition of “Permitted Business Investments,” has no Indebtedness, other than Non-Recourse Debt, owing to any Person other than the Company or any of its Restricted Subsidiaries;

(2) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary that at the time of such designation would be prohibited by Section 4.11;

(3) is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (i) to subscribe for additional Equity Interests or (ii) to maintain or preserve such Person’s financial condition or cause such Person to achieve any specified levels of operating results; and

(4) has not guaranteed or otherwise directly or indirectly provided credit support (other than any Customary Recourse Exceptions and Liens of the type described in clause (10) of the definition of “Permitted Liens”) for any Indebtedness of the Company or any of its Restricted Subsidiaries.

All Subsidiaries of an Unrestricted Subsidiary shall also be Unrestricted Subsidiaries.

Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company will be in default of such covenant.

“U.S. Person” means a U.S. Person as defined in Rule 902(k) promulgated under the Securities Act.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled (without regard to the occurrence of any contingency) to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2) the then outstanding principal amount of such Indebtedness.

“Wholly Owned Subsidiary” means, with respect to any Person, any Subsidiary of such Person of which all the outstanding Voting Stock of such Subsidiary (other than directors’ qualifying shares and other than an immaterial amount of Voting Stock required to be owned by other Persons pursuant to applicable law or regulation) is owned by such Person and/or one or more Wholly Owned Subsidiaries of such Person.

Section 1.02 Other Definitions.


Term		Defined in Section
“Affiliate Transaction”		4.11
“Alternate Offer”		4.15
“Asset Sale Offer”		4.10
“Authentication Order”		2.02
“Cash Consideration”		4.10
“Change of Control Offer”		4.15
“Change of Control Payment”		4.15
“Change of Control Payment Date”		4.15
“Covenant Defeasance”		8.03


“DTC”		2.01
“Event of Default”		6.01
“Excess Proceeds”		4.10
“incur”		4.09
“Legal Defeasance”		8.02
“MD&A”		4.03
“Offer Amount”		3.08
“Offer Period”		3.08
“Paying Agent”		2.03
“Payment Default”		6.01
“Permitted Debt”		4.09
“Purchase Date”		3.08
“Registrar”		2.03
“Regulation S Notes”		2.01
“Restricted Payments”		4.07
“Restricted Payments Basket”		4.07
“Rule 144A Notes”		2.01

Section 1.03 Rules of Construction.

Unless the context otherwise requires:

(1) a term has the meaning assigned to it;

(2) an accounting term not otherwise defined has the meaning assigned to it in accordance with IFRS;

(3) all references to “$” and “US$” shall be to United States dollars and all references to “C$” shall be to Canadian dollars, in each case unless expressly indicated otherwise.

(4) “or” is not exclusive;

(5) words in the singular include the plural, and in the plural include the singular;

(6) unless the context indicates otherwise, “will” shall be interpreted to express a command;

(7) provisions apply to successive events and transactions;

(8) “including” shall be interpreted to mean “including, without limitation,” and the use of the word “including” followed by specific examples shall not be constructed as limiting the meaning of the general wording preceding it; and

(9) references to sections of or rules under the Securities Act, the TIA, the Exchange Act or any Canadian Securities Legislation will be deemed to include substitute, replacement of successor sections or rules adopted by the SEC or any applicable Governmental Authority of Canada, as applicable, from time to time.

Section 1.04 Limited Condition Transactions; Measuring Compliance

With respect to any (x) Investment or acquisition, in each case, the consummation by the Company or any Subsidiary of which is not conditioned on the availability of, or on obtaining, third-party financing for such Investment or acquisition (whether by merger, amalgamation, consolidation or other business combination or the acquisition of Capital Stock or otherwise) as applicable and (y) redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock requiring irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction and discharge or repayment (any transaction described in clauses (x) or (y), a “Limited Condition Transaction”), in each case for purposes of determining:

(1) whether any Indebtedness (including Acquired Debt), Disqualified Stock or Preferred Stock that is being incurred or issued in connection with such Limited Condition Transaction is permitted to be incurred in compliance with Section 4.09;

(2) whether any Lien being incurred in connection with such Limited Condition Transaction or to secure any such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be incurred in accordance with Section 4.12 or the definition of “Permitted Liens”;

(3) whether any other transaction (including any Investment or Restricted Payment) undertaken or proposed to be undertaken in connection with such Limited Condition Transaction complies with the covenants or agreements contained in this Indenture or the Notes; and

(4) any calculation of Consolidated Cash Flow, Fixed Charge Coverage Ratio, Consolidated Total Net Debt Ratio, Consolidated Net Tangible Assets, Consolidated Net Secured Debt Ratio and Consolidated Total Indebtedness and, whether a Default or Event of Default exists in connection with the foregoing,

at the option of the Company, the date that the definitive agreement (or other relevant definitive documentation) for such Limited Condition Transaction is entered into (the “Transaction Agreement Date”) may be used as the applicable date of determination, as the case may be, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio” and if the Company or the Restricted Subsidiaries could have taken such action on the relevant Transaction Agreement Date in compliance with the applicable ratios or other provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, if the Company elects to use the Transaction Agreement Date as the applicable date of determination in accordance with the foregoing, (a) such election may not be revoked, (b) any fluctuation or change in the Consolidated Cash Flow, Fixed Charge Coverage Ratio, Consolidated Total Net Debt Ratio, Consolidated Net Tangible Assets, Consolidated Net Secured Debt Ratio or Consolidated Total Indebtedness of the Company, the target business, or assets to be acquired subsequent to the Transaction Agreement Date and prior to the consummation of such Limited Condition Transaction, will not be taken into account for purposes of determining whether any Investment, Restricted Payment, Indebtedness, Disqualified Stock, Preferred Stock or Lien that is being

made, incurred or issued in connection with such Limited Condition Transaction is permitted to be made, incurred or issued or in connection with compliance by the Company or any of its Restricted Subsidiaries with any other provision of this Indenture or the Notes or any other action or transaction undertaken in connection with such Limited Condition Transaction and (c) until such Limited Condition Transaction is consummated or the definitive agreements related thereto are terminated or the relevant notice is revoked, such Limited Condition Transaction and all transactions proposed to be undertaken in connection therewith (including the making of any Restricted Payment, or Investments, or the incurrence of Indebtedness and Liens) will be given pro forma effect when determining compliance of other transactions (including the making of any Restricted Payment, or Investments, or the incurrence or issuance of Indebtedness, Disqualified Stock, Preferred Stock and Liens unrelated to such Investment, acquisition or repayment, repurchase or refinancing of Indebtedness) that are consummated after the Transaction Agreement Date and on or prior to the consummation of such Limited Condition Transaction and any such transactions (including any incurrence or issuance of Indebtedness, Disqualified Stock or Preferred Stock and the use of proceeds thereof) will be deemed to have occurred on the Transaction Agreement Date and outstanding thereafter for purposes of calculating any baskets or ratios under this Indenture after the date of such agreement and before the consummation of such Limited Condition Transaction (or, if earlier, the date on which the definitive agreements related thereto are terminated or the relevant notice is revoked); provided that for purposes of any such calculation of the Fixed Charge Coverage Ratio, consolidated interest expense will be calculated using an assumed interest rate for the Indebtedness to be incurred in connection with such Limited Condition Transaction based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Company in good faith.

Notwithstanding anything herein to the contrary, if the Company or any of its Restricted Subsidiaries (x) incurs Indebtedness, issues Disqualified Stock or Preferred Stock, creates Liens, makes Asset Sales, makes Investments, makes Restricted Payments, designates any Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary or repays any Indebtedness, Disqualified Stock or Preferred Stock in connection with any Limited Condition Transaction under a ratio-based basket and (y) incurs Indebtedness, issues Disqualified Stock or Preferred Stock, creates Liens, makes Asset Sales, Investments or Restricted Payments, designates any as a Restricted Subsidiary or an Unrestricted Subsidiary or repays any Indebtedness, Disqualified Stock or Preferred Stock in connection with any Limited Condition Transaction under a non-ratio-based basket (which occurs within five (5) Business Days of the events in clause (x) above), then the applicable ratio will be calculated with respect to any such action under the applicable ratio-based basket without regard to any such action under such non-ratio-based basket made in connection with such Limited Condition Transaction.

In addition, this Indenture will provide that compliance with any requirement relating to absence of Default or Event of Default may be determined as of the Transaction Agreement Date and not as of any later date as would otherwise be required under this Indenture.

In the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken on the same date that any other item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued, any other Lien is incurred or other transaction is undertaken on reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Net Secured Debt Ratio or the Consolidated Total Net Debt Ratio then such ratio will be calculated with respect to such incurrence, issuance or other transaction without regard to any other incurrence, issuance or transaction. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurred, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Net Secured Debt Ratio or Consolidated Total Net Debt Ratio.

Section 1.05 Concerning the Trust Indenture Act

Except with respect to specific provisions of the TIA expressly referenced in the provisions of this Indenture, no provisions of the TIA are incorporated by reference in or made a part of this Indenture. Unless specifically provided in this Indenture, no terms that are defined in the TIA have the meanings specified therein for purposes of this Indenture. If after the date hereof this Indenture becomes qualified under the TIA and any provision of this Indenture limits, qualifies or conflicts with another provision which is required or deemed to be included in this Indenture by the TIA, the required or deemed provision shall govern.

ARTICLE 2

THE NOTES

Section 2.01 Form and Dating.

(a) General. The Notes and the Trustee’s certificate of authentication will be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note will be dated the date of its authentication. The Notes shall be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

The terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of this Indenture and the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture (or in the case of the Guarantors, by their execution and delivery of any supplemental indenture substantially in the form set out in Exhibit E hereto), expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

(b) Global Notes. Notes issued in global form will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Increases or Decreases in Global Note” attached thereto). Notes issued in definitive form will be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Increases or Decreases in Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time

endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be decreased or increased, as appropriate, to reflect exchanges, redemptions and repurchases. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodian, at the direction of the Trustee, either (i) in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof or (ii) in accordance with instructions given to the Trustee by the Company to reflect any redemptions or repurchases hereunder.

(c) Regulation S Notes and Rule 144A Notes. Notes offered and sold in reliance on Regulation S (“Regulation S Notes”) will be issued initially in the form of a Regulation S Global Note, and Notes offered and sold in reliance on Rule 144A (“Rule 144A Notes”) will be issued initially in the form of a 144A Global Note, each of which will be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depositary or the nominee of the Depositary (for the accounts of designated agents holding on behalf of Euroclear or Clearstream, in the case of the Regulation S Global Note), duly executed by the Company and authenticated by the Trustee as hereinafter provided. Through and including the last day of the Restricted Period with respect to a Regulation S Global Note, beneficial interests in the Regulation S Global Note in respect of which The Depository Trust Company (“DTC”) is the Depositary may be held only through Euroclear and Clearstream (as indirect participants in DTC), unless transferred in accordance with the requirements set forth in Section 2.06 hereof.

(d) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in the Regulation S Global Note that are held by Participants through Euroclear or Clearstream.

Section 2.02 Execution and Authentication.

At least one Officer must sign the Notes for the Company by manual, facsimile or electronically transmitted signature.

If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note will nevertheless be valid.

A Note will not be valid until authenticated by the manual, facsimile or electronically transmitted signature of the Trustee. The signature will be conclusive evidence that the Note has been authenticated under this Indenture.

The Trustee will, upon receipt of a written order of the Company signed by an Officer of the Company (an “Authentication Order”), authenticate Notes for original issue that may be validly issued under this Indenture. To the extent permitted under Section 4.09, the Company may deliver Additional Notes executed by the Company to the Trustee for authentication, together with a Authentication Order for the authentication and delivery of such Additional Notes; and the Trustee, in accordance with such Authentication Order, shall authenticate and deliver such Additional Notes.

In authenticating Additional Notes and accepting the additional responsibilities under this Indenture in relation to such Additional Notes, the Trustee shall receive upon request, and shall be fully protected in relying upon, an Opinion of Counsel stating that (i) the form and terms of such Additional Notes have been duly authorized by the Company and established in conformity with the provisions of this Indenture, and (ii) that such Additional Notes when (1) executed by the Company, (2) completed, authenticated and delivered by the Trustee in accordance with this Indenture and (3) issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to customary exceptions.

The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Company pursuant to one or more Authentication Orders, except as provided in Section 2.07 hereof.

Each Note shall be dated the date of its authentication. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or Affiliates of the Company.

Section 2.03 Registrar and Paying Agent.

The Company will maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar will keep a register of the Notes and of their transfer and exchange, including the names and addresses of the Holders and the principal amounts and interest on the Notes. The Company may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company will notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Restricted Subsidiaries may act as Paying Agent or Registrar.

The Company initially appoints DTC to act as Depositary with respect to the Global Notes.

The Company initially appoints the Trustee to act as the Registrar and Paying Agent (at its offices indicated in the definition of Corporate Trust Office of the Trustee in Section 1.01 hereof) and to act as Custodian with respect to the Global Notes.

Section 2.04 Paying Agent to Hold Money in Trust.

The Company will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal of, premium, if any, on, or interest on, the Notes, and will notify the Trustee of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Restricted Subsidiary) will have no further liability for the money. If the Company or any of its Restricted Subsidiaries acts as Paying Agent, it will segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee will serve as Paying Agent for the Notes.

Section 2.05 Holder Lists.

The Trustee will preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA §312(a). If the Trustee is not the Registrar, the Company will furnish to the Trustee at least seven Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders and the Company shall otherwise comply with TIA §312(a).

Section 2.06 Transfer and Exchange.

(a) Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A Global Notes will be exchanged by the Company for Definitive Notes if:

(1) the Depositary (a) notifies the Company that it is unwilling or unable to continue to act as depositary for the Global Note or (b) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 days;

(2) the Company, at its option but subject to the Depositary’s requirements, notify the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or

(3) there has occurred and is continuing an Event of Default, and the Depositary notifies the Trustee of its decision to exchange the Global Note for Definitive Notes.

Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names as the Depositary (in accordance with its customary procedures) shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

None of the Company, the Guarantors or the Trustee will be liable for any delay by the Depositary or any of its Participants in identifying the beneficial owners of the Notes, and the Company, the Guarantors and the Trustee may conclusively rely on and will be protected in relying on instructions from the Depositary or its nominee for all purposes.

(b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes will be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes will be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also will require compliance with either Section 2.06(b)(1) or (2) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(1) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend. Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(1).

(2) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar either:

(A)

both:

(i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged; and

(ii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase; or

(B)

both:

(i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged; and

(ii) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above.

Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof.

(3) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar receives the following:

(A) if the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B) if the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

(C) if the transferee will take delivery in the form of a beneficial interest in the IAI Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item 3(d) thereof, if applicable.

(4) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar receives the following:

(A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

(B) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this Section 2.06(b)(4)(B), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to Section 2.06(b)(4)(B) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to Section 2.06(b)(4)(B) above.

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

(c)

Transfer or Exchange of Beneficial Interests for Definitive Notes.

(1) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation:

(A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

(B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E) if such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in Section 2.06(c)(1)(B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable;

(F) if such beneficial interest is being transferred to the Company or any of the Company’s Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(G) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(2) Beneficial Interests in Regulation S Global Note to Definitive Notes. Notwithstanding Section 2.06(c)(1)(A) and (C) hereof, a beneficial interest in the Regulation S Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to the expiration of the Restricted Period.

(3) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if the Registrar receives the following:

(i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

(ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this Section 2.06(c)(3), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(4) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(2) hereof, the Trustee will cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Company will execute and the Trustee will authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(4) will be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest requests through instructions to the Registrar from or through the Depositary and the Participant or Indirect Participant. The Trustee will deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(4) will not bear the Private Placement Legend.

(d)

Transfer and Exchange of Definitive Notes for Beneficial Interests.

(1) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

(A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

(B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E) if such Restricted Definitive Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in Section 2.06(d)(1)(B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable;

(F) if such Restricted Definitive Note is being transferred to the Company or any of the Company’s Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(G) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee will cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of Section 2.06(d)(1)(A) above, the appropriate Restricted Global Note, in the case of Section 2.06(d)(1)(B) above, the 144A Global Note, in the case of Section 2.06(d)(1)(C) above, the Regulation S Global Note, and in all other cases, the IAI Global Note.

(2) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the Registrar receives the following:

(A) if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

(B) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this Section 2.06(d)(2), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(2), the Trustee will cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

(3) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee will cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to Section 2.06(d)(2) or (3) above at a time when an Unrestricted Global Note has not yet been issued, the Company will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

(e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar will register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e).

(1) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

(A) if the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B) if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

(C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable.

(2) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if the Registrar receives the following:

(A) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

(B) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this Section 2.06(e)(2), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(3) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

(f) [Reserved]

(g) Legends. The following legends will appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture.

(1)

Private Placement Legend.

(A) Except as permitted by Section 2.06(g)(1)(B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

“THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A, REGULATION S OR ANOTHER EXEMPTION THEREUNDER.

BY ITS ACCEPTANCE HEREOF, THE HOLDER OF THIS NOTE (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN “INSTITUTIONAL” ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT (AN “ACCREDITED INVESTOR”)) AND (2) AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED NOTES, THAT IT WILL NOT WITHIN [ONE YEAR— FOR NOTES ISSUED PURSUANT TO RULE 144A] [40 DAYS—FOR NOTES ISSUED IN OFFSHORE TRANSACTIONS PURSUANT TO REGULATION S] AFTER THE LATER OF THE DATE OF THE ORIGINAL ISSUANCE OF THIS NOTE, THE ORIGINAL ISSUANCE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE DATE ON WHICH THE COMPANY OR ANY OF ITS AFFILIATES OWNED THIS NOTE, OFFER, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (X) (I) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (II) FOR SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT INSIDE THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (III) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR THAT IS ACQUIRING THE NOTES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE NOTES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR THE OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, AND THAT PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS NOTE), (IV) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT (IF AVAILABLE), (V) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (VI) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS) OR (VII) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (Y) IN ACCORDANCE WITH ALL APPLICABLE

SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. BY ITS ACCEPTANCE HEREOF, THE HOLDER OF THIS NOTE FURTHER AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND IN CONNECTION WITH ANY TRANSFER OF THIS NOTE PURSUANT TO SUBCLAUSES (III) TO (VI) OF CLAUSE (X) ABOVE, AND THAT, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. [IN THE CASE OF REGULATION S NOTES: BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.] AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.”

(B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to Section 2.06(b)(4), (c)(3), (c)(4), (d)(2), (d)(3), (e)(2), (e)(3) or (f) (and all Notes issued in exchange therefor or substitution thereof) will not bear the Private Placement Legend.

(2) Global Note Legend. Each Global Note will bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK)

(“DTC”), TO THE ISSUERS OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

(3) OID Legend. If and if only the Notes are issued with OID, each Note certificate evidencing a Global Note or a Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear a legend in substantially the following form (the “OID Legend”):

“THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 THROUGH 1277 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED. A HOLDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY FOR SUCH NOTE BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO THE ISSUER AT THE FOLLOWING ADDRESS: ENERFLEX LTD., SUITE 904, 1331 MACLEOD TRAIL S.E., CALGARY, ALBERTA, CANADA, T2G 0K3.”

(4) Canadian Legend. Each Note certificate evidencing a Global Note or a Definitive Note whose original issuance date is the Issue Date (and all Notes issued in exchange for, or substitution, replacement or otherwise in lieu of, such a Note unless the Company determines, in its sole discretion, to not apply the Canadian Legend to such Notes) shall bear a legend in substantially the following form unless the Company determines, in its sole discretion after consulting with counsel, to not apply this legend to such Notes:¹

“FOR PURPOSES OF CANADIAN SECURITIES LAWS, UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE FEBRUARY 13, 2023.”

(h) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for beneficial interests in another Global Note or Definitive Notes, or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note will be returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will be

In its sole discretion, the Company may also apply the Canadian Legend to any Additional Notes; however, if a Canadian Legend is applied to Additional Notes, reference to February 13, 2023 will be replaced with the date that is four months and a day after the distribution date (as defined in National Instrument 45-102 – Resale of Securities) for such Additional Notes.

reduced accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note will be increased accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

(i)

General Provisions Relating to Transfers and Exchanges.

(1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.

(2) No service charge will be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.04 hereof).

(3) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(4) Neither the Registrar nor the Company will be required:

(A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the mailing (or, if not mailed, other transmittal) of a notice of redemption of Notes under Section 3.03 hereof and ending at the close of business on the day of such mailing (or, if not mailed, other transmittal);

(B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or

(C) to register the transfer of or to exchange a Note between a Record Date and the next succeeding Interest Payment Date.

(5) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary.

(6) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof.

(7) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile (including by means of a PDF document).

(8) The Trustee and each Agent shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer or exchange imposed under this Indenture or under applicable law with respect to any transfer or exchange of any interest in any Note (including any transfers between or among Participants or beneficial owners of interests in any Global Notes) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

(9) Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.

Section 2.07 Replacement Notes.

If any mutilated Note is surrendered to the Trustee or the Company and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Company will issue and the Trustee, upon receipt of an Authentication Order, will authenticate a replacement Note if the Trustee’s requirements are met. An indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Company may charge the Holder for their expenses in replacing a Note, including the fees and expenses of the Trustee, which shall include any Tax or other governmental charge imposed in relation thereto.

Every replacement Note is an additional obligation of the Company and will be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

Section 2.08 Outstanding Notes.

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note, however, Notes held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding for purposes of Section 3.07(a) hereof.

If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser (as defined in Section 8-303 of the Uniform Commercial Code of the State of New York).

If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, by 10:00 a.m. Eastern Time on a redemption date or other maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes will be deemed to be no longer outstanding and will cease to accrue interest.

Section 2.09 Treasury Notes.

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, request, authorization, waiver or consent, Notes owned by the Company or any Guarantor, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any Guarantor, will be considered as though not outstanding, except that for the purposes of determining whether the Trustee will be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee actually knows are so owned will be so disregarded. Upon the request of the Trustee, the Company and any Guarantor shall provide an Officer’s Certificate to the Trustee details the amount, if any, of Notes owned by the Company or any Guarantor, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any Guarantor.

Section 2.10 Temporary Notes.

Until certificates representing Notes are ready for delivery, the Company may prepare and the Trustee, upon receipt of an Authentication Order, will authenticate temporary Notes. temporary Notes will be substantially in the form of certificated Notes but may have variations that the Company considers appropriate for temporary Notes and as may be reasonably acceptable to the Trustee. Without unreasonable delay, the Company will prepare and the Trustee will authenticate definitive Notes in exchange for temporary Notes.

Holders of temporary Notes will be entitled to all of the benefits of this Indenture.

Section 2.11 Cancellation.

The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent will forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee (and no one else) will cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and will dispose of canceled Notes (subject to the record retention requirement of the Exchange Act and any internal record retention policies of the Trustee) in accordance with its customary procedures. Certification of the disposal of all canceled Notes will be delivered to the Company upon written request. The Company may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.

Section 2.12 Defaulted Interest.

If the Company defaults in a payment of interest on the Notes, it will pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Company will notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Company will fix or cause to be fixed each such special record date and payment date; provided that no such special record date may be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) will send to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

Section 2.13 CUSIP Numbers.

The Company will promptly notify the Trustee in writing of any change in the “CUSIP” numbers. The Company in issuing the Notes may use CUSIP or ISIN numbers, as applicable, (if then generally in use) and, if so, the Trustee shall use CUSIP or ISIN numbers, as applicable, in notices of redemption as a convenience to Holders; provided, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers.

Section 2.14 Additional Notes.

If any Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP and ISIN number. The Initial Notes issued on the date hereof and any Additional Notes shall be treated as a single class for all purposes under this Indenture, including directions, waivers, amendments, consents, redemptions and Change of Control Offers.

With respect to any Additional Notes, the Company shall set forth in a Board Resolution and an Officer’s Certificate, a copy of each of which shall be delivered to the Trustee, the following information:

(a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;

(b) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes; and

ARTICLE 3

REDEMPTION AND PREPAYMENT

Section 3.01 Notices to Trustee.

If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it must furnish to the Trustee, at least five Business Days prior to the giving of notice of redemption pursuant to Section 3.03 hereof (unless a shorter notice shall be agreed to by the Trustee in writing), an Officer’s Certificate setting forth:

(1) the clause of this Indenture pursuant to which the redemption shall occur and the conditions precedent, if any, to the redemption;

(2) the redemption date;

(3) the principal amount of Notes to be redeemed; and

(4) the redemption price (if then determined and otherwise the method of determination).

Section 3.02 Selection of Notes to Be Redeemed.

If less than all of the Notes are to be redeemed at any time, Notes will be selected for redemption by the Trustee on a pro rata basis (or, in the case of Global Notes, shall be selected for redemption by the Depositary based on the Applicable Procedures).

The Trustee will promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected will be in minimum amounts of US$2,000 or whole multiples of US$1,000 in excess thereof except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Section 3.03 Notice of Redemption.

Notices of optional redemption of the Notes will be sent electronically or mailed by first class mail at least 10 days (or, in respect of a redemption made pursuant to Section 3.07(f), 15 days) but not more than 60 days before a redemption date, to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be sent more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Article 8 or 11 hereof or if the redemption date is delayed as described in Section 3.04.

The notice will identify the Notes (including the applicable CUSIP number) to be redeemed and will state:

(1) the redemption date;

(2) the redemption price (if then determined and otherwise the method of determination);

(3) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued in the name of the Holder thereof upon cancellation of the original Note;

(4) the name and address of the Paying Agent;

(5) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(6) that, unless the Company defaults in making such redemption payment or the redemption is subject to conditions precedent that are not satisfied prior to the redemption date, interest on Notes or portions thereof called for redemption ceases to accrue on and after the redemption date;

(7) the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed;

(8) that no representation is made as to the correctness or accuracy of the CUSIP number listed in such notice or printed on the Notes; and

(9) any conditions precedent to such redemption, and if such redemption is subject to satisfaction of one or more conditions precedent, such notice may state that, at the Company discretion, the redemption date may be delayed on one or more occasions either to a date specified in a subsequent notice to holders of the Notes or until such time (which date or time may be more than 60 days after the date the notice of redemption was mailed or otherwise sent) as any or all such conditions shall be satisfied or waived, and that such redemption will not occur and such notice will be rescinded if any or all such conditions shall not have been satisfied as and when required (as determined by the Company in its sole discretion taking into account any election by the Company to delay such redemption date), unless the Company has waived any such conditions that are not satisfied, or at any time if in the good faith judgment of the Company any or all of such conditions will not be satisfied.

At the Company’s request, the Trustee will give the notice of redemption in the Company’s name and at the Company’s expense if the Officer’s Certificate delivered to the Trustee pursuant to Section 3.01 hereof directs and authorizes the Trustee to give such notice of redemption and sets forth the information to be stated in such notice of redemption as provided in the preceding paragraph.

Section 3.04 Effect of Notice of Redemption; Conditions Precedent to Redemption.

Once notice of redemption is given in accordance with Section 3.03 hereof, Notes called for redemption will become irrevocably due and payable on the redemption date at the redemption price, subject to the Company’s right to delay a redemption date as provided in this Section 3.04.

Notice of any optional redemption of the Notes may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, the completion of one or more Equity Offerings or other securities offerings or other financings or the completion of any transaction (or series of related transactions) that constitute a Change of Control. If an optional redemption of the Notes is subject to satisfaction of one or more conditions precedent, such notice may state that, at the Company’s discretion, the redemption date may be delayed on one or more occasions either to a date specified in a subsequent notice to Holders of the Notes or until such time (which date or time may be more than 60 days after the date the notice of redemption was mailed or otherwise sent) as any or all such conditions shall be satisfied or waived, and that such redemption will not occur and such notice will be rescinded if any or all such conditions shall not have been satisfied as and when required (as determined by the Company in its sole discretion taking into account any election by the Company to delay such redemption date), unless the Company has waived any such conditions that are not satisfied, or at any time if in the good faith judgment of the Company any or all of such conditions will not be satisfied.

Section 3.05 Deposit of Redemption or Purchase Price.

(a) No later than 10:00 a.m. Eastern Time on the redemption or purchase date, the Company will deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of, and accrued and unpaid interest on, all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent will promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption or purchase price of, and accrued and unpaid interest on all Notes to be redeemed or purchased.

(b) If the Company complies with the provisions of Section 3.05(a), on and after the redemption or purchase date, interest will cease to accrue on the Notes or the portions of Notes called for redemption or accepted for purchase. If a Note is redeemed or purchased on or after an interest Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such Record Date. If any Note called for redemption or tendered for purchase is not so paid upon surrender for redemption or purchase because of the failure of the Company to comply with Section 3.05(a), interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

Section 3.06 Notes Redeemed or Purchased in Part.

Upon surrender of a Note that is redeemed or purchased in part, the Company will issue and, upon receipt of an Authentication Order, the Trustee will authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered.

Section 3.07 Optional Redemption.

(a) At any time prior to October 15, 2024, the Company may, at its option, on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes (including Additional Notes) originally issued under this Indenture, at a redemption price of 109.000% of the principal amount, plus accrued and unpaid interest and Additional Amounts, if any, in respect thereof, to, but not including, the applicable redemption date (subject to the right of Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the applicable redemption date), with an amount of cash not greater than the net cash proceeds of one or more Equity Offerings by the Company, provided that:

(1) at least 60% of the aggregate principal amount of the Notes (including Additional Notes) originally issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and

(2) the redemption occurs within 180 days of the date of the closing of the related Equity Offering.

(b) On and after October 15, 2024, the Company may, at its option on one or more occasions, redeem all or a part of the Notes, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, in respect thereof, on the Notes to be redeemed to, but not including, the applicable redemption date (subject to the right of Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the applicable redemption date), if redeemed during the twelve-month period beginning on October 15 of the years indicated below:


Year	Percentage
2024		106.750	%
2025		102.250	%
2026 and thereafter		100.000	%

(c) At any time prior to October 15, 2024, the Company may, at its option on one or more occasions, redeem all or a part of the Notes at a redemption price equal to the sum of:

(1) 100.00% of the principal amount thereof, and

(2) the Make Whole Premium as of the applicable redemption date,

plus accrued and unpaid interest plus any Additional Amounts, if any, in respect thereof, to, but not including, the applicable redemption date (subject to the right of Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the applicable redemption date).

(d) During each of the two successive 12-month periods commencing on the Issue Date and ending on October 12, 2024, the Company may, at its option, on one or more occasions redeem up to 10% of the aggregate principal amount of the Notes (including Additional Notes) originally issued under this Indenture, at a redemption price of 103.00% of the principal amount

thereof, plus accrued and unpaid interest and Additional Amounts, if any, in respect thereof, to, but not including, the applicable redemption date (subject to the right of Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the redemption date);

(e) The Company may, at its option at any time, redeem the Notes in whole but not in part, at 100.0% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but not including, the applicable redemption date (subject to the right of Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the applicable redemption date), and Additional Amounts, if any, in respect thereof, in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts as a result of:

(1) a change in, or an amendment to, the laws (including any regulations, rulings or protocols promulgated thereunder) or treaties of Canada (or any political subdivision or taxing authority thereof or therein) or other Relevant Taxing Jurisdiction;

(2) any change in or amendment to, or introduction of, any official position regarding the application, administration or interpretation of such laws, regulations, rulings, protocols or treaties (including a holding, judgment or order by a court of competent jurisdiction); or

(3) any official proposal of the aforementioned changes in clauses (1) and (2) above;

which change, amendment, introduction or official proposal is announced or becomes effective on or after the Issue Date, and the Company determines, in its good faith judgment, that it cannot avoid such obligation by the use of reasonable commercial measures available to the Company, which, for greater certainty, shall not include substitution of the obligor under the Notes.

(f) In connection with any Change of Control Offer, Alternate Offer or other tender offer to purchase all of the Notes, if Holders of not less than 90.0% of the aggregate principal amount of the then outstanding Notes validly tender and do not validly withdraw such Notes in connection with such Change of Control Offer, Alternate Offer or other tender offer and the Company purchases, or any third party making such Change of Control Offer, Alternate Offer or other tender offer in lieu of the Company purchases, all of the Notes validly tendered and not validly withdrawn by such Holders, all of the Holders of the Notes will be deemed to have consented to such Change of Control Offer, Alternate Offer or other tender offer and accordingly, the Company or such third party will have the right upon not less than 15 days’ nor more than 60 days’ prior notice, given not more than 60 days following such purchase date, to redeem (with respect to the Company) or purchase (with respect to a third party) all Notes that remain outstanding following such purchase at a price equal to the highest price offered to each other Holder in such Change of Control Offer, Alternate Offer or other tender offer, plus, to the extent not included in the Change of Control Offer, Alternate Offer or other tender offer payment, accrued and unpaid interest, if any, to, but not including, the applicable redemption date (subject to the right of the Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the applicable redemption date).

(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Section 3.08 Special Mandatory Redemption

(a) A “Special Mandatory Redemption Event” shall be deemed to have occurred if (i) the Escrow Agent shall have not received the Officer’s Certificate described in Section 13.02 on or prior to November 25, 2022 (the “SMR Outside Date”), (ii) the Company notifies the Escrow Agent and the Trustee at any time prior to the SMR Outside Date that the Merger Agreement is terminated (other than as a result of consummating the Acquisition) or (iii) the Company delivers a notice to the Escrow Agent and the Trustee at any time prior to the SMR Outside Date stating that it will no longer pursue the consummation of the Acquisition.

(b) Within three Business Days following the occurrence of a Special Mandatory Redemption Event, the Company will send electronically, or cause to be sent electronically, notice of the Special Mandatory Redemption to each Holder with a copy to the Trustee and to the Escrow Agent, stating that a Special Mandatory Redemption Event has occurred and that all of the Notes will be redeemed on the redemption date set forth in such notice (which will be no later than five Business Days and no sooner than two Business Days from the date such notice is sent electronically), in each case in accordance with the applicable provisions of this Indenture (the “Special Mandatory Redemption Date”). The notice shall state that in accordance with the applicable provisions of this Indenture, all of the outstanding Notes shall be redeemed at a redemption price equal to 100% of the initial offering price of the Notes set forth on the cover page of the Offering Memorandum, plus accrued and unpaid interest to, but not including, the Special Mandatory Redemption Date, automatically and without any further action by the Holders.

(c) Upon the occurrence of a Special Mandatory Redemption Event, the Escrow Agreement will provide that the Escrow Agent will release the Escrowed Property from the Escrow Account to the Trustee to fund the redemption of all of the Notes (the “Special Mandatory Redemption”) at a redemption price equal to 100% of the initial offering price of the Notes set forth on the cover page of the Offering Memorandum, plus accrued and unpaid interest to, but not including, the Special Mandatory Redemption Date. On the Special Mandatory Redemption Date, the Escrow Agent will pay to the Company any Escrowed Property (including investment earnings and proceeds thereon) in excess of the amount necessary to consummate the Special Mandatory Redemption of the Notes on the Special Mandatory Redemption Date.

(d) Upon the Escrow Release, the foregoing provisions regarding the Special Mandatory Redemption will cease to apply.

Section 3.09 Offer to Purchase by Application of Excess Proceeds.

In the event that, pursuant to Section 4.10 hereof, the Company is required to commence an Asset Sale Offer, it will follow the procedures specified below.

The Asset Sale Offer shall be made to all Holders and, at the Company’s option, all holders of Priority Debt, any Indebtedness secured by a Permitted Prior Lien and any other Parity Debt. The Asset Sale Offer will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Company will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such Priority Debt, Indebtedness secured by a Permitted Prior Lien and/or any other Parity Debt (on a pro rata basis based on the principal amount of Notes and such other Indebtedness surrendered, if applicable, except that any Notes represented by Global Notes will be selected by the Depositary based on the Depositary’s applicable procedures) or, if less than the Offer Amount has been tendered, all Notes and other such Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased will be made in the same manner as other principal payments are made.

If the Purchase Date is on or after an interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest will be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders who tender Notes pursuant to the Asset Sale Offer.

Upon the commencement of an Asset Sale Offer, the Company will send a notice to each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The notice, which will govern the terms of the Asset Sale Offer, will state:

(1) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer will remain open;

(2) the Offer Amount, the purchase price and the expiration date of the Asset Sale Offer;

(3) that any Note not tendered or accepted for payment will continue to accrue interest;

(4) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer will cease to accrue interest after the Purchase Date;

(5) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $1,000 or an integral multiple of $1,000 in excess thereof, provided that the remaining part of any Note surrendered for purchase in part shall be $2,000 or an integral multiple of $1,000 in excess thereof;

(6) that Holders electing to have Notes purchased pursuant to any Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Company, a depositary, if appointed by the Company, or a paying agent at the address specified in the notice prior to the expiration of the Offer Period;

(7) that Holders will be entitled to withdraw their election if the Company, the depositary or the paying agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, electronic image scan, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

(8) that, if the aggregate principal amount of Notes surrendered by Holders thereof exceeds the Offer Amount allocated to the purchase of Notes in the Asset Sale Offer, the Trustee will select the Notes to be purchased on a pro rata basis (except that any Notes represented by a Global Note shall be selected by the Depositary based on the Depositary’s applicable procedures) based on the principal amount of Notes surrendered (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $1,000, or an integral multiple of $1,000 in excess thereof, will be purchased, provided that the remaining part of any Note surrendered for purchase in part shall be $2,000 or an integral multiple of $1,000 in excess thereof); and

(9) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer).

On or before the Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Notes or portions thereof tendered pursuant to the Asset Sale Offer and required to be purchased pursuant to this Section 3.09 and Section 4.10, or if Notes in an aggregate principal amount less than the Offer Amount allocated to the purchase of Notes in an Asset Sale Offer have been tendered, all Notes tendered, and will deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. The Company, the depositary for the Asset Sale Offer or the paying agent, as the case may be, will promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and the Company will promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, will authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof.

ARTICLE 4

COVENANTS

Section 4.01 Payment of Notes.

The Company will pay or cause to be paid the principal of, premium, if any, on, and interest on, the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest will be considered paid on the date due if the Paying Agent, if other than the Company or any of its Restricted Subsidiaries, holds as of 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due.

The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is equal to the then applicable interest rate on the Notes to the extent lawful; they will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful.

Notwithstanding anything to the contrary contained in this Indenture, the Company may, to the extent required to do so by law, deduct or withhold income or other similar taxes imposed by the United States of America from principal or interest payments on the Notes.

Section 4.02 Maintenance of Office or Agency.

The Company will maintain in the City and State of New York, an office or agency (which may be an office of the Trustee or an affiliate of the Trustee or Registrar) where Notes may be surrendered for payment, and they will maintain in the continental United States an office or agency where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee of any change in the location of such office or agency. If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with notice of a change in the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency in the City and State of New York for purposes of making payments on the Notes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

Section 4.03 Reports.

(a) So long as any Notes are outstanding, the Company will provide to the Trustee and the Trustee shall deliver to the Holders, a copy of:

(1) on or prior to the later of (A) 90 days after the end of each fiscal year of the Company or (B) the date on which the Company would be required to file (after giving effect to any extension of time required for such filing granted by the applicable Canadian securities regulatory authorities) such information as a reporting issuer pursuant to Canadian Securities Legislation, annual consolidated financial statements of the Company for such fiscal year (along with customary comparable results for the prior year), audited by the Company’s independent accountants and prepared in accordance with IFRS, and management’s discussion and analysis (“MD&A”) in respect of those audited annual consolidated financial statements that the Company would be required to file as a reporting issuer in Alberta under Canadian Securities Legislation;

(2) on or prior to the later of (A) 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Company or (B) the date on which the Company would be required to file (after giving effect to any extension of time required for such filing granted by the applicable Canadian securities regulatory authorities) such information as a reporting issuer pursuant to Canadian Securities Legislation, unaudited interim consolidated financial statements of the Company in respect of the fiscal quarter or quarters then ended and the corresponding fiscal quarter or quarters from the prior year, and MD&A in respect of those unaudited interim consolidated financial statements that the Company would be required to file as a reporting issuer in Alberta under Canadian Securities Legislation; and

(3) so long as the Company is a reporting issuer in any province of Canada, on or prior to the later of (A) the tenth day following an event that would give rise to a requirement for the Company to file a material change report and (B) the date on which the Company would be required to publicly file (after giving effect to any extension of time required for such filing granted by the applicable Canadian securities regulatory authorities) a material change report, in either case pursuant to Canadian Securities Legislation, such material change report.

(b) For purposes of this Section 4.03, “material change report” and “reporting issuer” have the meanings prescribed under applicable Canadian Securities Legislation.

(c) Any and all Defaults or Events of Default arising from a failure to furnish or file in a timely manner any financial information, document, information or report required by this covenant will be deemed cured (and the Company will be deemed to be in compliance with this covenant) upon furnishing or filing such financial statement, document, information or report as contemplated by this covenant (but without regard to the date on which such financial statement, document, information or report is so furnished or filed), and, if the Notes have been accelerated in accordance with the terms of this Indenture as a result of a failure to furnish or file such financial statement, document, information or report in a timely manner, upon such cure, such acceleration shall be deemed rescinded or canceled.

(d) In addition, the Company will make available to the Holders of the Notes and to prospective investors, upon request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under Rule 144 under the Securities Act.

(e) The Company will be deemed to have provided to the Trustee the financial statements, information, documents and reports, as applicable, referred to in clauses (a)(1), (a)(2) and (a)(3) of this Section 4.03 (each a “Financial Report”) if the Company has filed such Financial Report (including as part of a larger report) with the SEC via the EDGAR filing system (or any successor filing system) or on SEDAR (or any successor filing system).

(f) The Company shall (1) participate in quarterly conference calls after the delivery of the information referred to in clause (a)(1) or (a)(2) of this Section 4.03 (which may be a single conference call together with investors and lenders holding other securities or Indebtedness of the Company and/or its Restricted Subsidiaries) to discuss operating results and related matters (provided that the Company’s regularly scheduled earnings call shall be deemed to satisfy these obligations) and (2) (A) maintain a public website on which the reports required by (a)(1) or (a)(2) of this Section 4.03 are posted along with details regarding the times and dates of conference calls required by clause (1) of this paragraph and information on how to access such conference calls or (B) file such reports electronically (i) with the SEC through EDGAR (or any successor system) or (ii) on SEDAR (or any successor filing system).

(g) At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries and any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, taken as a whole, constitutes a Significant Subsidiary of the Company, then the quarterly and annual financial information required by clause (a)(1) or (a)(2) of this Section 4.03 will include a reasonably detailed presentation (which need not be audited or reviewed by the Company’s independent accounting firm or auditors), either on the face of the financial statements or in the footnotes thereto, or in the MD&A of the financial condition and results of operations of the Company and the Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

(h) The Financial Reports to be provided as described above may be those of (i) the Company or (ii) any direct or indirect parent of the Company, so long as, in the case of (ii), such direct or indirect parent of the Company does not conduct, transact or otherwise engage, or commit to conduct, transact or otherwise engage, in any business or operations other than its direct or indirect ownership of all of the Equity Interests in, its management of the Company and activities ancillary thereto, including corporate maintenance and regulatory compliance activities of such direct or indirect parent; provided that, if the financial information so furnished relates to such direct or indirect parent of the Company, the same is accompanied by a reasonably detailed description of the quantitative differences between the information relating to such parent, on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a standalone basis, on the other hand. Alternatively, the obligations of the Company to deliver any Financial Report as described above will be deemed satisfied if any direct or indirect parent entity of the Company has delivered to the Trustee (including by making them publicly available on EDGAR or SEDAR) that Financial Report, that would otherwise be required to be provided in respect of the Company, with respect to such parent entity; provided, however, that such obligations will only be deemed to be satisfied to the extent that the Company (if it was a “reporting issuer” under Canadian Securities Legislation) would, by virtue of that parent entity Financial Report, be exempt from the obligation to provide its own Financial Report to the applicable securities regulatory authorities pursuant to Section 13.4 of National Instrument 51- 102 – Continuous Disclosure Obligations (“NI 51-102”) (or any similar successor provision of that instrument or any replacement therefor under Canadian Securities Legislation), and if the Company would be required to provide any Financial Report separately from the reporting of the parent pursuant to Section 13.4 of NI 51-102 (or any successor or replacement provision therefor), the Company will remain obligated to provide such Financial Report (and may not satisfy that obligation by providing such Financial Report with respect to its parent entity).

(i) It is understood that the Trustee shall have no duty or obligation whatsoever to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with this Section 4.03, to determine whether or not such financial statements, information, documents or reports have been posted on any website or online data system or filed with the SEC via the EDGAR filing system (or any successor filing system) or on the SEDAR filing system (or any successor filing system) or to participate in any conference calls. The posting or delivery of any such financial statements, information documents or reports to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of the covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate).

Section 4.04 Compliance Certificate.

(a) The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year beginning with the fiscal year ending December 31, 2022, and at any time within 5 Business Days following a written request from the Trustee, an Officer’s Certificate stating that a review of the activities of the Company and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company and each Restricted Subsidiary has kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge, the Company and each Restricted Subsidiary has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or propose to take with respect thereto).

(b) So long as any of the Notes are outstanding, the Company will deliver to the Trustee, within 10 Business Days of any Officer of the Company becoming aware of any Default or Event of Default, a written statement specifying such event, and what actions the Company intends to take in respect thereof.

Section 4.05 Taxes.

The Company will pay, and will cause each of its Restricted Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.

Section 4.06 Stay, Extension and Usury Laws.

Each of the Company and the Guarantors covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and each of the Company and the Guarantors (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted.

Section 4.07 Restricted Payments.

(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1) declare or pay any dividend or make any other payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger, amalgamation or consolidation involving the Company or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends, payments or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or payable to the Company or a Restricted Subsidiary of the Company);

(2) purchase, redeem or otherwise acquire or retire for value (including in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company held by any Person other than the Company or any of its Restricted Subsidiaries (other than any acquisition of Equity Interests deemed to occur upon the exercise of stock options, warrants and similar instruments if such Equity Interests represent a portion of the exercise, conversion or exchange price thereof);

(3) make any principal payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value, in each case prior to the scheduled maturity, scheduled repayment or scheduled sinking fund payment any Junior Debt (excluding any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, including between or among its Restricted Subsidiaries), except any payment, purchase, redemption, defeasance or other acquisition or retirement of any such Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, redemption, defeasance or other acquisition or retirement; or

(4) make any Restricted Investment;

(all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment:

(1) no Event of Default will have occurred and be continuing or would occur as a consequence thereof; and

(2) at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable Reference Period, the Company would have been permitted to incur at least US$1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries after the Issue Date (excluding Restricted Payments permitted by clauses (2) through (12), inclusive, and (14) through (18), inclusive, of the next succeeding paragraph), is less than the sum, without duplication, of the following (the “Restricted Payments Builder Basket”):

(a) 50.0% of the Consolidated Net Income of the Company for the period (treated as one accounting period) from the beginning of the first fiscal quarter during which the Issue Date falls to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, in case such Consolidated Net Income is a deficit, minus 100.0% of such deficit); provided that no Restricted Payment of the type described in clause (1) or (2) of the definition thereof (“Specified RPs”) shall be made in reliance on amounts accumulated under this clause (3)(a) if the Consolidated Total Net Debt Ratio as of the date of such Restricted Payment, and after giving pro forma effect thereto, is greater than 2.50 to 1.00; plus

(b) 100.0% of the aggregate net cash proceeds and the fair market value of assets that are used or useful in, or Capital Stock of any Person engaged in, a Permitted Business, in each case, since the Issue Date (i) as a contribution to its common equity capital, (ii) from the issue or sale of Equity Interests (other than Disqualified Stock) of the Company or (iii) from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Company that have been converted into or exchanged for such Equity Interests of the Company (other than, in each case, Equity Interests (or Disqualified Stock or debt securities) issued or sold to a Restricted Subsidiary of the Company); provided this clause (3)(b) shall not include Excluded Contributions; plus

(c) the amount equal to the aggregate net reduction in Restricted Investments made by the Company or any of its Restricted Subsidiaries in any Person after the Issue Date resulting from:

(1) repurchases, repayments or redemptions of such Restricted Investments by such Person, proceeds realized upon the sale or other disposition of any such Restricted Investment to any Person, or repayments of loans or advances or other transfers of assets (including by way of dividend, distribution, interest payment or other return of capital or Investment) by such Person to the Company or any Restricted Subsidiary;

(2) the (A) redesignation of one or more Unrestricted Subsidiaries of the Company as Restricted Subsidiaries, (B) merger, amalgamation or consolidation of one or more Unrestricted Subsidiaries into the Company or any of its Restricted Subsidiaries; or

(3) transfer (other than by lease) of all or substantially all of the Unrestricted Subsidiaries’ properties or assets to the Company or any of its Restricted Subsidiaries, in each case not to exceed the amount of Investments previously made by the Company or any Restricted Subsidiary of the Company in such Unrestricted Subsidiary,

which amount, in each case under this clause (c), was included in the calculation of the amount of the Restricted Payments Builder Basket; provided, that no amount will be included under this clause (c) to the extent it is already included in Consolidated Net Income of the Company; plus

(d) the amount of cash and Cash Equivalents and the fair market value of property or assets received by the Company or any Restricted Subsidiary in connection with (i) the sale or other disposition by the Company or any of its Restricted Subsidiaries (other than to the Company or any of its Restricted Subsidiaries) of all or a portion of the Capital Stock of an Unrestricted Subsidiary or (ii) a dividend or distribution from an Unrestricted Subsidiary to the Company or any of its Restricted Subsidiaries; provided, that no amount will be included

(A) under this clause (d) to the extent it is already included in Consolidated Net Income of the Company and (B) under subclause (i) of this clause (d) except to the extent that it offsets a prior reduction in the Restricted Payments Builder Basket resulting from the designation of the Unrestricted Subsidiary as such or a subsequent Restricted Investment in the Unrestricted Subsidiary; plus

(e) the amount by which Indebtedness of the Company or its Restricted Subsidiaries is reduced on the Company’s consolidated balance sheet upon the conversion or exchange subsequent to the Issue Date of any Indebtedness of the Company or its Restricted Subsidiaries convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Company (less the amount of any cash or the fair market value of any other property (other than such Capital Stock) distributed by the Company upon such conversion or exchange) plus the amount of any cash and the fair market value of any property or assets received by the Company or any of its Restricted Subsidiaries upon such conversion or exchange;

provided that, the foregoing notwithstanding, no Specified RPs shall be made in reliance on the Restricted Payments Builder Basket prior to January 1, 2024.

(b) The provisions of Section 4.07(a) will not prohibit:

(1) the payment of any dividend or other distribution or the consummation of any redemption within 60 days after the date of the declaration of such dividend or other distribution or the giving of the redemption notice, as the case may be, if at the date of declaration or notice the payment would have complied with provisions of Section 4.07(a);

(2) the making of any payment on or with respect to, or the purchase, redemption, defeasance or other acquisition or retirement for value of, any Junior Debt or of any Equity Interests of the Company with substantially concurrent Excluded Contributions (with a sale being deemed substantially concurrent if such purchase, redemption, defeasance or other acquisition or retirement occurs not more than 120 days after such Excluded Contribution); provided, that the amount of any such Excluded Contributions that are utilized for any such purchase, redemption, defeasance or other acquisition or retirement will be excluded (or deducted, if included) from the calculation of the Restricted Payments Builder Basket pursuant to clause (3)(b) thereof;

(3) the making of any payment on or with respect to, or the purchase, redemption, defeasance or other acquisition or retirement of any Junior Debt with the net cash proceeds from an incurrence of, or in exchange for, Permitted Refinancing Indebtedness;

(4) the making of any payment or distribution on or with respect to, or the purchase, redemption, defeasance or other acquisition or retirement of Preferred Stock of the Company or a Restricted Subsidiary in exchange for, or out of the net cash proceeds of, a substantially concurrent sale (other than to the Company or any Subsidiary) of Preferred Stock of the Company or a Restricted Subsidiary, as the case may be, that, in each case, is permitted to be incurred pursuant to Section 4.09;

(5) the declaration and payment of any dividend or other distribution by a Restricted Subsidiary of the Company to the holders of its Equity Interests on a pro rata basis;

(6) so long as no Event of Default has occurred and is continuing, the purchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company or any Restricted Subsidiary of the Company owned or held by any current or former director, officer, employee or consultant (or their transferees, estates or beneficiaries) of the Company or any of its Subsidiaries pursuant to any equity subscription agreement, employment agreement, stock option agreement or plan or other equity incentive or employee benefit plan or to satisfy obligations under any Equity Interests appreciation rights or option plan or similar arrangement or upon the death, disability, retirement, resignation, severance or termination of any employee, director or consultant of the Company or any of its Restricted Subsidiaries; provided, that:

(A) that the aggregate price paid for all such purchased, redeemed, acquired or retired Equity Interests may not exceed: (i) US$10.0 million in any calendar year, with any portion of such amount that is unused in any calendar year to be carried forward to successive calendar years and added to such amount, plus (ii) the amount of any net cash proceeds received by or contributed to the Company from the issuance and sale after the Issue Date of Equity Interests (other than Disqualified Stock) of the Company, or any direct or indirect parent of the

Company, to officers, directors, employees or consultants of the Company or any of its Subsidiaries that have not been applied to the payment of Restricted Payments pursuant to this clause (6), plus (iii) the net cash proceeds of any “key-man” life insurance policies received by the Company (or by any direct or indirect parent of the Company and contributed to the Company) that have not been applied to the payment of Restricted Payments pursuant to this clause (6); and

(B) the cancellation of Indebtedness owing to the Company from directors, officers, employees or consultants of the Company or any of its Subsidiaries in connection with any repurchase of Equity Interests of the Company will not be deemed to constitute a Restricted Payment for purposes of this covenant and any other provisions of this Indenture;

(7) the purchase, redemption or other acquisition or retirement for value of Equity Interests (i) deemed to occur upon the exercise of stock options, warrants, incentives, convertible securities or other rights to acquire Equity Interests if such Equity Interests represent a portion of the exercise or exchange price thereof or (ii) in order to satisfy any tax withholding obligations in connection with any exercise, vesting, conversion or exchange of options, warrants, incentives or other rights to acquire Equity Interests or deemed to occur upon the withholding of a portion of the Equity Interests granted or awarded to a Person to pay for the taxes payable by such Person upon such grant or award;

(8) payments or distributions to satisfy dissenter’s or appraisal rights pursuant to applicable law, a court order or the terms of a court approved plan or scheme of arrangement or in connection with the settlement or other satisfaction of legal claims or actions made pursuant to or in connection with a consolidation, amalgamation, merger, arrangement or transfer of assets;

(9) cash payments in lieu of the issuance of fractional shares;

(10) the declaration and payment of scheduled or accrued dividends to holders of any class of or series of Disqualified Stock of the Company or any of its Restricted Subsidiaries or of Preferred Stock of the Company or any of its Restricted Subsidiaries issued on or after the Issue Date in accordance with Section 4.09;

(11) in connection with an acquisition by the Company or any of its Restricted Subsidiaries, the return of Equity Interests constituting a portion of the purchase consideration in settlement of indemnification claims;

(12) cash distributions by the Company to the holders of Equity Interests of the Company in accordance with a distribution reinvestment plan or dividend reinvestment plan to the extent such payments are applied to the purchase of Equity Interests directly from the Company;

(13) the declaration and payment of cash dividends in respect of the common stock of the Company in any calendar year not to exceed the aggregate amount equal to C$0.10 per share multiplied by the aggregate number of shares of common stock outstanding on the Issue Date (after giving pro forma effect to the Transaction and to any subsequent stock splits, reverse stock splits or similar adjustments);

(14) the purchase, redemption, defeasance or other acquisition or retirement for value of any Junior Debt, Disqualified Stock or Preferred Stock of the Company or any Guarantor (i) at a purchase price not greater than 101% of the principal amount, face amount or liquidation preference, as applicable, of such Junior Debt, Disqualified Stock or Preferred Stock in the event of a change of control in accordance with provisions similar to Section 4.15 or (ii) at a purchase price not greater than 100.0% of the principal amount, face amount or liquidation preferences, as applicable, thereof in accordance with provisions similar to Section 4.10; provided that, prior to or simultaneously with such purchase, redemption, defeasance or other acquisition or retirement, the Company has made the Change of Control Offer or Asset Sale Offer, as applicable, as provided in such covenant with respect to the Notes and has completed or completes at or about the same time the repurchase or redemption of all Notes validly tendered for payment in connection with such Change of Control Offer or Asset Sale Offer;

(15) other Restricted Payments made since the Issue Date in an aggregate amount not to exceed US$50.0 million;

(16) the declaration and payment of dividends or other distributions of Equity Interests of, or Indebtedness owed to the Company or a Restricted Subsidiary by, Unrestricted Subsidiaries;

(17) the purchase, redemption, cancellation or other acquisition or retirement for nominal value per right of any rights granted to all holders of Capital Stock of the Company pursuant to any shareholders’ right plan; and

(18) any Restricted Payments made pursuant to or in connection with the Transactions.

(c) Subject to Section 1.04, the amount of all Restricted Payments (other than cash) will be the fair market value, on the date of the Restricted Payment (or, in the case of a dividend or other distribution or the consummation of any irrevocable redemption, on the date of declaration or the giving of the notice of redemption, as the case may be), of the Restricted Investment proposed to be made or the asset(s) or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.

(d) In the event that a Restricted Payment (or portion thereof) meets the criteria of more than one of the exceptions described in Section 4.07(b)(1) through (18) or is entitled to be made pursuant to Section 4.07(a), or is permitted pursuant to one or more clauses of the definition of “Permitted Investment,” the Company shall be entitled to classify or divide (or later classify, reclassify (based on circumstances existing at the time of such reclassification), divide or re-divide) in whole or in part in its sole discretion, such Restricted Payment or Investment (or portion thereof) in any manner that complies with this Section 4.07, including as an Investment pursuant to one or more clauses of the definition of Permitted Investment.

(e) For purposes of this Section 4.07, (i) unsecured Indebtedness of any Person will not be deemed to be subordinated in right of payment to secured Indebtedness of that Person merely because it is unsecured and (ii) Indebtedness of any Person will not be deemed to be subordinated in right of payment to Indebtedness of a Restricted Subsidiary of such Person merely because it is structurally subordinated thereto.

Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to:

(1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or pay any Indebtedness or other obligations owed to the Company or any of its Restricted Subsidiaries;

(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or

(3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries;

provided, that (i) the priority that any series of Preferred Stock of a Restricted Subsidiary has in receiving dividends, distributions or liquidating distributions before dividends, distributions or liquidating distributions are paid in respect of common stock of such Restricted Subsidiary shall not constitute a restriction on the ability to make dividends or distributions on Capital Stock for purposes of this covenant and (ii) the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness incurred by the Company or any Restricted Subsidiary shall be deemed not to be a restriction on the ability to make payments with respect to such loans or advances.

(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:

(1) agreements as in effect on the Issue Date and any amendments, modifications, restatements, renewals, extensions, increases, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relate, provided that the amendments, modifications, restatements, renewals, extensions, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances or restrictions than those contained in those agreements on the Issue Date;

(2) this Indenture, the Notes, the Guarantees and the Credit Agreement;

(3) any directly or indirectly applicable law, statute, rule, regulation, order, approval, governmental license, permit, requirement or similar restriction or any guideline, interpretation, directive, request (whether or not having the force of law) from or of, or any plan, memorandum or agreement with, any regulatory authority;

(4) any instrument or agreement of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (including, without limitation, the Exterran Debt) except to the extent such instrument or agreement governs Indebtedness or Capital Stock incurred in connection with or in contemplation of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person (including Subsidiaries of such Person), so acquired, provided that, in the case of Indebtedness, such Indebtedness was otherwise permitted by the terms of this Indenture to be incurred; provided that for purposes of this clause, if a Person other than the Company is the Successor Company, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, by the Company or a Restricted Subsidiary, as the case may be, when such Person becomes such Successor Company;

(5) customary non-assignment provisions or provisions restricting subletting or sublicensing in equipment or other licenses, easements, leases or similar instruments, in each case entered into in the ordinary course of business;

(6) Finance Lease Obligations, mortgage financings or purchase money obligations, in each case for property or assets acquired in the ordinary course of business that impose restrictions on that property or those assets of the nature described in Section 4.08(a)(3);

(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;

(8) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being Refinanced;

(9) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;

(10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements, which limitations are applicable only to the assets or property that is the subject of such agreements;

(11) any agreement or instrument relating to any property or assets acquired after the Issue Date, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;

(12) restrictions on cash, Cash Equivalents or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

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(13) with respect to any Foreign Subsidiary, any encumbrance or restriction contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was incurred if either (a) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant in such Indebtedness or agreement or (b) the Company determines that any such encumbrance or restriction will not materially affect the Company’s ability to make principal or interest payments on the Notes, as determined in good faith by the Company, whose determination shall be conclusive;

(14) Hedging Contracts; and

(15) any other agreement governing Indebtedness of the Company or any Guarantor that is permitted to be incurred under Section 4.09; provided, however, that the encumbrances and restrictions therein are not materially more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Guarantees or the Credit Agreement as in effect on the Issue Date, whichever is more restrictive, as determined in good faith by the Company.

Section 4.09 Incurrence of Indebtedness and Issuance of Preferred Stock.

(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt); the Company will not issue any Disqualified Stock; and the Company will not permit any of its Restricted Subsidiaries to issue any other Preferred Stock; provided, that the Company may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and any Guarantor may incur Indebtedness (including Acquired Debt) or issue Preferred Stock, if the Fixed Charge Coverage Ratio for the Company’s applicable Reference Period immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or such Preferred Stock is issued, as the case may be, would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or the Preferred Stock had been issued, as the case may be, at the beginning of such Reference Period.

(b) Section 4.09(a) will not prohibit the incurrence of any of the following items of Indebtedness or issuances of Disqualified Stock or Preferred Stock, as applicable (collectively, “Permitted Debt”):

(1) the incurrence by the Company or any Guarantor of Indebtedness constituting Priority Debt, Parity Debt or unsecured Indebtedness under one or more Credit Facilities (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and the Guarantors thereunder) in an aggregate principal amount not in excess of the greater of (i) US$850.0 million and (ii) 32.5% of the Consolidated Net Tangible Assets determined as of the date of such incurrence;

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(2) the incurrence by the Company or its Restricted Subsidiaries of the Existing Indebtedness;

(3) the incurrence by the Company and any Guarantor of Indebtedness (a) consisting of the Notes issued on the Issue Date and the related Guarantees and (b) additional Parity Debt, so long as, after giving pro forma effect to such incurrence of such additional Parity Debt, the Consolidated Net Secured Debt Ratio is no greater than 2.75 to 1.00;

(4) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Finance Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation, development, repair or improvement of property, plant or equipment used in the business of the Company or any of its Restricted Subsidiaries (together with improvements, additions, accessions and contractual rights relating primarily thereto), in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to Refinance any Indebtedness (or accreted value, as applicable) incurred pursuant to this clause (4), not to exceed at any time outstanding 5.0% of the Consolidated Net Tangible Assets, in each case, determined as of the date of such incurrence and after giving effect to the use of proceeds thereof;

(5) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to, Refinance Indebtedness (or accreted value, as applicable) of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness), in each case, that was permitted by this Indenture to be incurred under the first paragraph of this covenant or clause (2) (other than Indebtedness Refinanced in connection with the Refinancing Transactions), (3), (5) (7) or (15) (other than Indebtedness Refinanced in connection with the Refinancing Transactions) of this paragraph;

(6) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided, that:

(a) if a Guarantor or the Company is the obligor on such Indebtedness and neither the Company nor another Guarantor is the obligee, such Indebtedness must be subordinated to the prior payment in full in cash of all Obligations with respect to the Guarantee of such Guarantor or the Notes, as the case may be, except, in any case, in respect of intercompany Indebtedness incurred in the ordinary course of business in connection with the cash management operations of the Company and its Restricted Subsidiaries; and

(b) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary of the Company and (ii) any sale or other transfer of any such Indebtedness to a Person that is neither the Company nor a Restricted Subsidiary of the Company, in each case, will be deemed to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

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(7) the incurrence by the Company or any of its Restricted Subsidiaries of obligations under Hedging Contracts;

(8) the guarantee by the Company or any of its Restricted Subsidiaries of Indebtedness of the Company or any of its Restricted Subsidiaries that was permitted to be incurred by another provision of this Section 4.09; provided, that if the Indebtedness being guaranteed is Subordinated Debt, then the Guarantee must be subordinated in right of payment to the same extent as the Indebtedness guaranteed (or, at the Company’s election, to a greater extent);

(9) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness in respect of (a) workers’ compensation claims, bank guarantees, warehouse receipt or similar facilities, property, casualty or liability insurance, take-or-pay obligations in supply arrangements, self-insurance obligations or completion, bid, performance, surety, customs, appeals and advance payment bonds, standby letters of credit or surety and similar obligations issued for the account of the Company and any of its Restricted Subsidiaries in the ordinary course of business or in connection with the enforcement of rights or claims of the Company or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, including guarantees or obligations of the Company or any of its Restricted Subsidiaries with respect to letters of credit supporting such obligations (in each case other than an obligation for money borrowed) and (b) netting, overdraft protection and other arrangements arising under standard business terms of any bank at which the Company or any Restricted Subsidiary maintains an overdraft, cash pooling or other similar facility or arrangement;

(10) the issuance by any of the Company’s Restricted Subsidiaries to the Company or to any of its Restricted Subsidiaries of any Preferred Stock; provided, that:

(a) any subsequent issuance or transfer of Equity Interests that results in any such Preferred Stock being held by a Person other than the Company or a Restricted Subsidiary of the Company; and

(b) any sale or other transfer of any such Preferred Stock to a Person that is not either the Company or a Restricted Subsidiary of the Company,

in each case, shall be deemed to constitute an issuance, sale or other transfer (as of the date of such issuance, sale or other transfer) of such Preferred Stock by such Restricted Subsidiary that was not permitted by this Section 4.09(b)(10);

(11) the incurrence by the Company or any of its Restricted Subsidiaries of (i) Indebtedness representing deferred compensation to directors, officers, members of management or employees of the Company or any of its Restricted Subsidiaries and incurred in the ordinary course of business and (ii) Indebtedness consisting of promissory notes issued by the Company or any of its Restricted Subsidiaries to any current or

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former employee, director or consultant of the Company (or any direct or indirect parent of the Company) or any of its Restricted Subsidiaries (or permitted transferees, assigns, spouses or former spouses, estates or heirs of such employee, director or consultant), to finance the purchase or redemption of Equity Interests of the Company (or any direct or indirect parent of the Company) that is permitted by Section 4.07;

(12) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business;

(13) the incurrence by the Company or any of its Restricted Subsidiaries of any obligation, or guarantee of any obligation, to reimburse or indemnify a Person extending credit to customers of the Company or any of its Restricted Subsidiaries incurred in the ordinary course of business or consistent with past practice for all or any portion of the amounts payable by such customers to the Persons extending such credit;

(14) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness to a customer to finance the acquisition of any equipment necessary for the Company or such Restricted Subsidiary to perform services for such customer in the ordinary course of business;

(15) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Acquisition Indebtedness;

(16) the incurrence of Indebtedness consisting of obligations for indemnification, adjustment of purchase price, earnouts or similar obligations, in each case, incurred or assumed in connection with any Investment or any acquisition or disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition;

(17) Permitted Business Investments consisting of Non-Recourse Debt made to one or more Project Subsidiaries; and

(18) the incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness in aggregate principal amount (or accreted value, as applicable) at any time then outstanding, including any Permitted Refinancing Indebtedness incurred to Refinance any Indebtedness (or accreted value, as applicable) incurred pursuant to this clause (18), not in excess of the greater of (i) US$75.0 million and (ii) 3.0% of the Consolidated Net Tangible Assets determined as of the date of such incurrence after giving effect to the use of proceeds thereof.

For purposes of determining compliance with this Section 4.09, in the event that an item of Indebtedness (including Acquired Debt), Disqualified Stock or other Preferred Stock meets the criteria of more than one of the categories of Permitted Debt described in Section 4.09(b)(1) through (18) above, or is entitled to be incurred or issued pursuant to Section 4.09(a), the Company will be permitted to classify (or later classify or reclassify (based on circumstances existing at the time of such reclassification) in whole or in part in its sole discretion) such item in any manner that complies with this covenant. Notwithstanding the foregoing, any loans and letters of credit under the Credit Agreement shall be considered incurred under Section 4.09(b)(1) and may not later be classified or reclassified as incurred pursuant to Section 4.09(a).

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The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness other than Priority Debt in the form of additional Indebtedness with the same terms, and the accrual, accumulation or payment of dividends on Disqualified Stock or other Preferred Stock in the form of additional shares or units of the same class of Disqualified Stock or other Preferred Stock, as the case may be, will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock or other Preferred Stock for purposes of this Section 4.09. For purposes of this Section 4.09, (i) unsecured Indebtedness of any Person will not be deemed to be subordinated in right of payment to secured Indebtedness of that Person merely because it is unsecured and (ii) Indebtedness of any Person will not be deemed to be subordinated in right of payment to Indebtedness of a Restricted Subsidiary of such Person merely because it is structurally subordinated thereto. Further, the accounting reclassification of any obligation of the Company or any of its Restricted Subsidiaries as Indebtedness will not be deemed an incurrence of Indebtedness for purposes of this Section 4.09.

For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that if such Indebtedness is incurred to Refinance other Indebtedness denominated in a foreign currency, and such Refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being Refinanced. Notwithstanding any other provision of this Section 4.09, the maximum amount of Indebtedness that the Company and its Restricted Subsidiaries may incur pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Permitted Refinancing Indebtedness, if incurred in a different currency from the Indebtedness being Refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Permitted Refinancing Indebtedness is denominated that is in effect on the date of such refinancing.

Section 4.10 Asset Sales.

The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate any Asset Sale unless:

(1) the Company (or a Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the fair market value (measured as of the date of the definitive agreement with respect to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; and

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(2) at least 75% of the aggregate consideration received by the Company and its Restricted Subsidiaries in the Asset Sale and all other Asset Sales on a cumulative basis since the Issue Date is in the form of cash, Cash Equivalents, Additional Assets or any combination thereof (collectively, “Cash Consideration”). For purposes of this provision, each of the following will be deemed to be Cash Consideration:

(a) any liabilities (as shown on the Company’s or any Restricted Subsidiary’s most recent balance sheet or in the notes thereto or, if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Company’s or a Restricted Subsidiary’s consolidated balance sheet or in the notes thereto if such incurrence or accrual had taken place on or prior to the date of such balance sheet, as determined in good faith by the Company) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated in right of payment to the Notes or any Guarantor’s Guarantee of the Notes) that are (i) assumed by the transferee of any such assets (or a third party in connection with such transfer) or (ii) otherwise cancelled or terminated in connection with the transaction with such transferee (other than intercompany debt owed to the Company or a Restricted Subsidiary);

(b) any securities, notes or other obligations received by the Company or any Restricted Subsidiary from such transferee that are, within 180 days after the consummation of such Asset Sale, converted by the Company or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion; and

(c) any Designated Non-Cash Consideration received by the Company or any Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c), not to exceed an amount equal to the greater of (i) US$75.0 million or (ii) 3.0% of the Consolidated Net Tangible Assets (determined at the time of receipt of such Designated Non-Cash Consideration), with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value.

Within 365 days after the receipt of any Net Proceeds from an Asset Sale (such period the “Asset Sale Proceeds Application Period”), the Company or any of its Restricted Subsidiaries may apply an amount equal to those Net Proceeds at its option to any combination of the following:

(1) to repay, redeem, purchase, defease or otherwise acquire, retire or terminate:

(a) Priority Debt and other outstanding Priority Obligations or any Indebtedness secured by a Permitted Prior Lien; or

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(b) to permanently repay, redeem or repurchase Parity Debt, other than Indebtedness owed to the Company or any Restricted Subsidiary; provided that if the Company shall so repay or reduce any such Parity Debt, the Company shall equally and ratably repay (or offer to repay) the Notes as provided either, at the Company’s option, under Article 3, through open-market purchases at par or by making an offer in accordance with the procedures set forth below for an Asset Sale Offer to all Holders to purchase their Notes;

(2) to acquire all or substantially all of the assets of, or any Capital Stock of, one or more other Persons primarily engaged in a Permitted Business, if, after giving effect to any such acquisition of Capital Stock, such Person becomes (or the relevant assets are acquired by) a Restricted Subsidiary of the Company;

(3) to acquire Additional Assets; or

(4) to make Capital Expenditures in respect of any Permitted Business of the Company or any of its Restricted Subsidiaries.

The requirement of clauses (2) through (4) of the preceding paragraph of this Section 4.10 shall be deemed to be satisfied if a bona fide binding contract committing to make the investment, acquisition or expenditure referred to therein is entered into by the Company or any Restricted Subsidiary, as the case may be, with a Person other than an Affiliate of the Company within the time period specified in the preceding paragraph and such Net Proceeds are subsequently applied in accordance with such contract within six months following the date such agreement is entered into.

Pending the final application of any Net Proceeds, the Company or any of its Restricted Subsidiaries may invest the Net Proceeds in any manner that is not prohibited by this Indenture. To the extent the amount applied as provided in the second paragraph of this Section 4.10 is less than the amount of the Net Proceeds, the amount that is not so applied will constitute “Excess Proceeds.”

When the aggregate amount of Excess Proceeds exceeds US$35.0 million, within 30 days thereafter the Company will make an offer (an “Asset Sale Offer”) to all Holders of Notes and, at its option, all holders of Priority Debt, any Indebtedness secured by a Permitted Prior Lien and any other Parity Debt (subject to proration in the event of over subscription) the maximum principal amount of Notes and such Priority Debt or any Indebtedness secured by a Permitted Prior Lien and/or any other Parity Debt (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith including any Additional Amounts) that may be purchased or redeemed out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100.0% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including, the date of settlement, subject to the right of Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the date of settlement, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company or any of its Restricted Subsidiaries may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and such other Priority Debt, any

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Indebtedness secured by a Permitted Prior Lien and/or any other Parity Debt tendered into (or to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, the Excess Proceeds will be allocated among the Notes and any such Priority Debt, other Priority Obligations, any Indebtedness secured by a Permitted Prior Lien and/or any other Parity Debt to be purchased, prepaid or redeemed on a pro rata basis. The Company may satisfy the foregoing obligation with respect to any Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to the amount of all or part of the available Net Proceeds prior to the expiration of the Asset Sale Proceeds Application Period with respect to the amount of all or a part of the available Net Proceeds in advance of being required to do so by this Indenture. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

Notwithstanding the foregoing clauses (1) – (4) of the second paragraph of this Section 4.10, to the extent that repatriating any or all of the Cash Consideration from any Asset Sale by a Foreign Subsidiary (x) would result in material adverse tax consequences to the Company or any of its Subsidiaries or (y) is prohibited or delayed by applicable local law from being repatriated to the United States or Canada (in the case of the foregoing clauses (x) and (y), as reasonably determined by the Company in good faith which determination shall be conclusive), the portion of such Cash Consideration so affected will not be required to be applied in compliance with clauses (1) – (4) of the second paragraph of this Section 4.10, and such amounts may be retained by the applicable Foreign Subsidiary; provided that, in the case of this clause (y), the Company shall take commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all actions reasonably required by the applicable local law, applicable organizational impediments or other impediment to permit such repatriation, and, if such repatriation of any of such affected Cash Consideration can be achieved such repatriation will be promptly effected and such repatriated Cash Consideration will be applied (whether or not repatriation actually occurs) in compliance with clauses (1) – (4) of the second paragraph of this Section 4.10. The time periods set forth in this Section 4.10 with respect to an Asset Sale by a Foreign Subsidiary shall not start until such time as the Cash Consideration may be repatriated whether or not such repatriation actually occurs.

The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with Section 3.09 or this Section 4.10, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 or this Section 4.10 by virtue of such compliance.

Section 4.11 Transactions with Affiliates.

(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of US$20.0 million, unless:

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(1) the Affiliate Transaction is on terms (taken as a whole) that are not materially less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with a Person other than an Affiliate of the Company on an arm’s-length basis or, if in the good faith judgment of the Board of Directors no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Company or such Restricted Subsidiary from a financial point of view; and

(2) the Company delivers to the Trustee, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of US$50.0 million, an Officer’s Certificate certifying that such Affiliate Transaction or series of Affiliate Transactions complies with this Section 4.11 and that such Affiliate Transaction or series of related Affiliate Transactions has been approved by a majority of the disinterested members of the Board of Directors of the Company.

(b) The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of Section 4.11(a) hereof:

(1) any employment agreement, customary benefit program or arrangement, equity award, equity option or equity appreciation agreement or plan with or for the benefit of officers, directors or employees of the Company or any of its Restricted Subsidiaries, entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business;

(2) transactions between or among any of the Company and its Restricted Subsidiaries, including between or among its Restricted Subsidiaries;

(3) transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because the Company owns (directly or indirectly) an Equity Interest in such Person;

(4) transactions between the Company or any Restricted Subsidiary of the Company and any Person, a director of which is also a director of the Company and such director is the sole cause for such Person to be deemed an Affiliate of the Company or such Restricted Subsidiary; provided that such director shall abstain from voting as a director of the Company on any matter involving such other Person;

(5) customary compensation, indemnification and other benefits made available to officers, directors, employees or consultants of the Company or a Subsidiary or Affiliate of the Company, including reimbursement or advancement of out-of-pocket expenses and provisions of officers’ and directors’ liability insurance;

(6) issuances or sales of Equity Interests (other than Disqualified Stock) to, or receipt of capital contributions from, Affiliates of the Company and the granting of registration and other customary rights in connection therewith;

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(7) Restricted Payments that are permitted by the provisions of Section 4.07 and Permitted Investments;

(8) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business that, in the good faith judgment of the executive officers of the Company, are fair to the Company and its Restricted Subsidiaries, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated Person;

(9) any transaction in which the Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an accounting, appraisal or investment banking firm of national standing in the United States or Canada stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or that such transaction meets the requirements of Section 4.11(a)(1);

(10) loans, advances or guarantees provided to or reimbursement of expenses incurred by employees, officers, directors, consultants or independent contracts for bona fide business purposes or in the ordinary course of business and permitted under clause (11) of the definition of Permitted Investments;

(11) (i) guarantees by the Company or any of its Restricted Subsidiaries of performance of obligations of the Company’s Unrestricted Subsidiaries in the ordinary course of business, except for guarantees of Indebtedness and (ii) pledges by the Company or any of its Restricted Subsidiaries of (or any guarantee by the Company or any of its Restricted Subsidiaries limited in recourse solely to) Equity Interests in the Company’s Unrestricted Subsidiaries for the benefit of lenders or other creditors of such Unrestricted Subsidiaries;

(12) pledges and granting of Liens by the Company or any Restricted Subsidiary of, and Guarantees by the Company or any Restricted Subsidiary limited in recourse solely to, Capital Stock in Unrestricted Subsidiaries and Joint Ventures solely for the purposes of securing Non-Recourse Debt, and incurrences of liabilities with respect to Customary Recourse Exceptions;

(13) any Affiliate Transaction with a Person in its capacity as a holder of Indebtedness or Equity Interests of the Company or any Restricted Subsidiary if such Person is treated no more favorably than the other similarly situated holders of Indebtedness or Equity Interests of the Company or such Restricted Subsidiary; and

(14) entry into, and transactions effected in accordance with the terms of, the agreements described in this offering memorandum or that are described in filings under the Company’s profile on SEDAR or made by Exterran on EDGAR that are incorporated by reference in this offering memorandum, in each case as such agreements are in effect on the Issue Date, and any amendment, renewal, extension or replacement of any of such agreements if any such amendment, renewal, extension or replacement agreement is not materially less advantageous to the Company, taken as a whole, than the agreement so amended, renewed, extended or replaced

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Section 4.12 Liens.

The Company will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or otherwise cause to exist or become effective any Lien of any kind (other than Permitted Liens) securing Obligations under any Indebtedness or related guarantee of Indebtedness upon any of their property or assets, or any income or profits therefrom, or assign or convey any right to receive income therefrom now owned or hereafter acquired. For purposes of determining compliance with this Section 4.12, (a) a Lien need not be incurred solely by reference to one category of Permitted Liens described in the definition thereof but is permitted to be incurred in part under any combination thereof and of any other available exemption and (b) in the event that a Lien (or any portion thereof) meets the criteria of one or more of the categories of Permitted Liens, the Company will, in its sole discretion, be entitled to divide, classify or reclassify (based on circumstances existing at the time of such reclassification), in whole or in part, any such Lien (or any portion thereof) among one or more of such categories or clauses in any manner.

With respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the incurrence of such Indebtedness, such Lien shall also be permitted to secure any Increased Amount of such Indebtedness. The “Increased Amount” of any Indebtedness shall mean any increase in the amount of such Indebtedness in connection with any accrual of interest, the accretion of accreted value, the amortization of original issue discount, accretion of original issue discount or liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies or increases in the value of property securing Indebtedness.

Section 4.13 Anti-Layering.

The Company will not, and will not permit any Guarantor to, incur any additional Indebtedness (including Permitted Debt) that is (a) subordinate in right of payment to any other Indebtedness of the Company or any Guarantor unless such additional Indebtedness is also subordinate in right of payment to the Notes and Guarantees or (b) junior in right to any Priority Obligations but senior in right to any Parity Obligations, in each case, with respect to the application of proceeds of Collateral upon the exercise of any rights or remedies.

Section 4.14 Company Existence.

Subject to Article 5 and Section 10.04 hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect:

(1) its corporate existence, and the corporate, partnership or other existence of each of its Restricted Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company or any such Restricted Subsidiary; and

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(2) the rights (charter and statutory), licenses and franchises of the Company and its Restricted Subsidiaries;

provided, however, that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries, if the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders of the Notes.

Section 4.15 Offer to Repurchase Upon Change of Control.

(a) Upon the occurrence of a Change of Control Triggering Event, unless the Company has previously or concurrently electronically delivered or mailed a redemption notice with respect to all the outstanding Notes pursuant to Article 3, the Company will make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to, but not including, the date of repurchase, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date on or prior to such repurchase (any payment thereof a “Change of Control Payment”). Within 60 days following any Change of Control Triggering Event, unless the Company has previously or concurrently exercised its right to redeem all of the Notes pursuant to Article 3 or another exception described below applies, the Company will send notice of such Change of Control Offer electronically or by first-class mail, postage prepaid, with a copy to the Trustee, to each Holder at such Holder’s registered address or otherwise in accordance with the procedures of DTC, with the following information:

(1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment;

(2) the purchase price and the purchase date, which will be no earlier than 20 Business Days nor later than 60 days from the date such notice is mailed or otherwise delivered (the “Change of Control Payment Date”), subject to extension (in the case where such notice is mailed or otherwise delivered prior to the occurrence of the Change of Control) in the event that the occurrence of the Change of Control is delayed;

(3) any Note not properly tendered will remain outstanding and continue to accrue interest;

(4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;

(5) Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed to the Paying Agent at the address specified in the notice or otherwise in accordance with DTC procedures, prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

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(6) Holders whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered; provided that the unpurchased portion of the Notes must be equal to at least US$2,000 or any integral multiple of US$1,000 in excess of US$2,000;

(7) if such notice is delivered prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event and describing each such condition; and

(8) the other instructions, as determined by the Company, consistent with the covenant described hereunder, that a Holder must follow in order to have its Notes repurchased.

The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.15, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance.

(b) On the Change of Control Payment Date, the Company will, to the extent lawful:

(1) accept for payment all Notes or portions of Notes (in denominations of $1,000 and integral multiples of $1,000 in excess thereof) properly tendered and not withdrawn pursuant to the Change of Control Offer, provided that if, following the repurchase of a portion of a Note, the remaining principal amount thereof would be less than $2,000, then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is $2,000.

(2) deposit with the depositary, if any, appointed by the Company for such Change of Control Offer or a paying agent, as the case may be, an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered and not withdrawn; and

(3) deliver or cause to be delivered to the Trustee for cancellation the Notes properly accepted for payment together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes accepted for payment and being purchased by the Company.

On the Change of Control Payment Date, the Company, the depositary, if any, appointed by the Company for such Change of Control Offer or a paying agent, as the case may be, will mail or remit to each Holder of Notes properly tendered and not withdrawn and accepted by the Company for payment the Change of Control Payment for such Notes (or, if all the Notes are then in global form, make such payment in accordance with the applicable procedures of the Depositary), and the Trustee will authenticate and mail or deliver (including by book-entry transfer) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes accepted for payment, if any; provided, however, that each new Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000.

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(c) Notwithstanding anything to the contrary in this Section 4.15, the Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party (including a Subsidiary of the Company) makes the Change of Control Offer in the manner, at the time and otherwise in compliance with the requirements set forth in this Section 4.15 applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, (2) in connection with or in contemplation of any Change of Control Triggering Event , the Company has made an offer to purchase (an “Alternate Offer”) any and all outstanding Notes properly tendered and not withdrawn at a cash price equal to or higher than the Change of Control Payment and has purchased all outstanding Notes properly tendered in accordance with the terms of such Alternate Offer or (3) the Company has previously or concurrently exercised their right to redeem all of the Notes as provided in Article 3. Notwithstanding anything to the contrary contained herein, a Change of Control Offer or Alternate Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer or Alternate Offer.

Interest on Notes (or portions thereof) properly tendered and not withdrawn pursuant to a Change of Control Offer or Alternate Offer will cease to accrue on and after the applicable Change of Control Payment Date (or payment date for the Alternate Offer) unless the Company shall default in the payment of the Change of Control Payment (or, in the case of an Alternate Offer, the purchase price) of the Notes.

Section 4.16 Capital Expenditures.

On and after January 1, 2023, the Company shall not, and shall not permit any Restricted Subsidiary, to make any Capital Expenditure (excluding acquisitions of all of the Capital Stock or substantially all of the assets of a Person (other than a Subsidiary) engaged in a Permitted Business), in any calendar year in excess of (i) US$200.0 million, in the case of calendar year 2023, or (ii) US$250.0 million, in the case of any subsequent calendar year in which any Notes are outstanding. The foregoing notwithstanding, the Company and the Restricted Subsidiaries are not restricted from making Capital Expenditures for the purposes of complying with health, safety and environmental requirements (including asset retirement obligations), made in connection with any emergency, or otherwise required to be made pursuant to applicable law, in each case as determined in good faith by the Company.

Section 4.17 Additional Guarantees.

If, from and after the Escrow Release Date, the Company or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary and in either case such Restricted Subsidiary guarantees or otherwise becomes a borrower with respect to any Indebtedness under the Credit Agreement, then that Restricted Subsidiary will become a Guarantor by executing a supplemental indenture in substantially the form set forth in this Indenture and delivering it to

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the Trustee as soon as reasonably practicable, but in any event, within 30 days of the date on which it guaranteed or otherwise became a borrower with respect to such Indebtedness, it being understood that all subsidiaries of the Company in existence on the Escrow Release Date (including all Exterran Entities) will not be subject to this Section 4.17. Notwithstanding the preceding, any Guarantee of a Restricted Subsidiary of the Company that was incurred pursuant to this Section 4.17 will be released in the circumstances described under Section 10.04.

Each Person that becomes a Guarantor after the Escrow Release Date pursuant to this Section 4.17 shall, within the time periods specified in Article 12 (and subject to Section 10.05) also become a party to the applicable Security Documents and shall execute and deliver such security instruments, financing statements, mortgages, deeds of trust, control agreements and other required agreements in scope and form as may be necessary to vest in the Collateral Agent a perfected security interest (subject in priority only to Permitted Prior Liens and, pursuant to the Collateral Agent Agreement, Liens securing Priority Obligations) in properties and assets that constitute Collateral, as security for such Guarantor’s Guarantee and as may be necessary to have such property or asset added to the Collateral as required under the Security Documents and this Indenture, and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such properties and assets to the same extent and with the same force and effect.

Section 4.18 Designation of Restricted and Unrestricted Subsidiaries.

The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if (a) no Default or Event of Default shall have occurred and be continuing immediately prior to such designation or would occur as a result thereof and (b) such Subsidiary (i) does not own any Equity Interests or Indebtedness of the Company or any Restricted Subsidiary (other than Indebtedness to be repaid or Guarantees to be released concurrently with such designation), (ii) is not liable (as a guarantor or otherwise) with respect to any Indebtedness in connection with which the holder of such Indebtedness has recourse to any of the assets of the Company or any Restricted Subsidiary, other than (A) Indebtedness to be repaid or Guarantees to be released concurrently with such designation, (B) liability arising out of pledges of Equity Interests in such Unrestricted Subsidiary and (C) Customary Recourse Exceptions and Non-Recourse Debt and (iii) does not hold any Liens on any property of the Company or ay Restricted Subsidiary thereof. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will be deemed to be either (x) an Investment made as of the time of the designation that will reduce the Restricted Payments Builder Basket or (y) Permitted Investments, as determined by the Company. That designation will only be permitted if (i) the Subsidiary so designated has total consolidated assets of US$1,000 or less or the Investment would be permitted at that time and (ii) if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary.

The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary of the Company to be a Restricted Subsidiary, provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be

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permitted if (1) the incurrence of such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable Reference Period, (2) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under Section 4.12 and (3) no Event of Default would be in existence following such designation.

Section 4.19 Covenant Termination.

(a) If on any date following the Issue Date (i) the rating assigned to the Notes by at least two of the Rating Agencies is an Investment Grade Rating and (ii) no Default or Event of Default has occurred and is continuing under this Indenture, the Company and its Restricted Subsidiaries will no longer be subject to, and will be permanently released from their obligations under, the provisions of Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 and Section 5.01(a)(4) of this Indenture and no failure by the Company or any Restricted Subsidiary to comply with any of the provisions of such sections shall constitute a Default or Event of Default under this Indenture.

(b) After the covenants set forth in Section 4.19(a) have been terminated, the Company’s Board of Directors may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.18.

(c) The Company shall promptly deliver an Officer’s Certificate to the Trustee certifying as to the termination of the Sections of this Indenture referred to in Section 4.19(a). The Trustee shall not have any obligation to monitor the ratings of the Notes, the occurrence or date of any such termination and may rely conclusively on such Officer’s Certificate. The Trustee shall not have any obligation to notify the Holders of the occurrence or date of any such termination, but may provide a copy of such Officer’s Certificate to any Holder upon request.

Section 4.20 Additional Amounts

(a) All payments made by or on behalf of the Company under or with respect to the Notes, or by or on behalf of any Guarantor pursuant to the Guarantees, will be made without withholding or deduction for, or on account of, any Taxes imposed or levied by or on behalf of any taxing authority in any jurisdiction in which the Company or any Guarantor is then incorporated, organized, engaged in business or resident for tax purposes, or any political subdivision or governmental authority thereof or therein having power to tax or any jurisdiction from or through which payment is made by the Company or any Guarantor (the “Relevant Taxing Jurisdiction”), unless required by law or the interpretation or administration thereof. If the Company or a Guarantor is obligated to withhold or deduct any amount on account of such Taxes from any payment made under or with respect to the Notes, the Company or such Guarantor, as applicable, will:

(1) make such withholding or deduction;

(2) remit the full amount deducted or withheld to the relevant government authority in accordance with the applicable law;

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(3) subject to the limitations below, pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amounts received by each Holder or beneficial owner of Notes, after such withholding or deduction (including any such withholding or deduction on such Additional Amounts) will not be less than the amount such Holder or beneficial owner would have received if such Taxes had not been withheld or deducted;

(4) furnish to the Trustee for the benefit of the Holders and beneficial owners of Notes, within 60 days after the date of the payment or remittance of any Taxes is due pursuant to applicable law, certified copies of an official receipt of the relevant government authorities for all amounts deducted or withheld pursuant to applicable law, other documentation evidencing the payment by the Company or such Guarantor, as applicable, of those Taxes; and

(5) at least 15 days prior to each date on which any Additional Amounts are payable (or promptly if the obligation to pay Additional Amounts arises after the 15th day prior to that payment date), deliver to the Trustee an Officer’s Certificate (which shall be conclusive absent manifest error) setting forth the calculation of the Additional Amounts to be paid and such other information as the Trustee may request to enable the Trustee to pay such Additional Amounts to Holders on the payment date.

Notwithstanding the foregoing, no Additional Amounts will be paid with respect to or in respect of a payment:

(1) for Taxes imposed by reason of any Holder or beneficial owner of the Notes not dealing at arm’s length (within the meaning of the Income Tax Act (Canada)) with the Company or such Guarantor at the time of making such payment;

(2) for or on account of Taxes imposed on a payment under or with respect to a Note or Guarantee all or a portion of which is deemed under subsection 214(16) of the Income Tax Act (Canada) to be a dividend;

(3) to the extent that any Taxes giving rise to the Additional Amounts are assessed or imposed by reason of the Holder or beneficial owner being a “specified shareholder” as defined in subsection 18(5) of the Income Tax Act (Canada) of the Company or not dealing at arm’s length (within the meaning of the Income Tax Act (Canada)) with a “specified shareholder” of the Company;

(4) for or on account of Taxes assessed or imposed by reason of the legal nature of the Holder or beneficial owner disentitling such Holder or beneficial owner to the benefit of an applicable treaty or convention if, and to the extent that, the application of such treaty or convention would have resulted in the reduction or elimination of any Taxes as to which Additional Amounts would otherwise have been payable to a Holder or beneficial owner;

(5) for or on account of Taxes assessed or imposed by reason of the Holder or the beneficial owner of the Notes (or a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant Holder or beneficial owner, if the relevant Holder or beneficial owner is an estate, trust, nominee, partnership, limited liability company or corporation) being a resident, domiciliary or national of, incorporated in, or engaged in business or maintaining a permanent establishment or other physical presence in or otherwise having some present or former connection with the Relevant Taxing Jurisdiction otherwise than by the mere acquisition, holding or disposition of the Notes or the receipt of payments or enforcement rights thereunder;

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(6) for or on account of any Taxes assessed, imposed or deducted or withheld by reason of the failure of the Holder or beneficial owner of the Note to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law (including any applicable tax treaty), regulation or by reason of the interpretation or administration of such law by the relevant Governmental Authority, and the Holder or beneficial owner is legally eligible to do so, as a pre-condition to exemption from, or reduction in the rate of withholding or deduction of such Taxes;

(7) for or on account of any Tax assessed, imposed or deducted or withheld as a result of the presentation of any Note for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder or beneficial owner (except to the extent that the Holder or beneficial owner would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period);

(8) for or on account of any estate, inheritance, gift, sales, value added, transfer, use, capital gains, excise Tax, personal property or similar Tax, assessment or other governmental charge;

(9) for or on account of any Tax, duty, assessment or other governmental charge that is payable otherwise than by withholding or deduction from payments under or with respect to the Notes (other than Taxes payable pursuant to Regulation 803 of the Income Tax Act (Canada), or any similar successor provision or equivalent provision of any provincial or territorial law);

(10) for or on account of any Tax imposed or assessed with respect to any payment on a Note to any Holder who is a fiduciary, partnership or other entity other than the sole beneficial owner of that payment to the extent that such Tax would not have been imposed had the Holder of the Notes been the beneficiary or settler with respect to the fiduciary, a member of that partnership or sole beneficial owner of the payment;

(11) for or on account of any Tax, duty, assessment or other governmental charge imposed pursuant to Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended, as of the Issue Date (and any amended or successor version that is substantively comparable), any current or future regulations or official interpretations thereof, any similar law or regulation adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to the foregoing or any agreements entered into pursuant to Section 1471(b)(1) of the Code; or

(12) any combination of the exceptions listed in clauses (1) through (11) immediately above.

(b) Any reference in this Indenture to the payment of principal, premium, if any, interest, purchase price, redemption price or any other amount payable under or with respect to any Note, will be deemed to include the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Company’s and the Guarantors’ obligation to make payments of Additional Amounts will survive any termination of this Indenture or the defeasance of any rights thereunder, any transfer by a Holder of its Notes (subject to the exclusions described in clauses (1) through (12) of Section 4.20(a)), and will apply, mutatis mutandis, to any jurisdiction in which any successor

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Person to the Company or any Guarantor is organized, incorporated, engaged in business or is otherwise resident or treated as resident for tax purposes, or any jurisdiction from or through which payment is made by or on behalf of such successor Person (including, without limitation, the jurisdiction of the Paying Agent).

(c) The Trustee shall have no duty whatsoever to determine whether any Additional Amounts are payable or the amount thereof.

ARTICLE 5

SUCCESSORS

Section 5.01 Merger, Amalgamation, Consolidation or Sale of Assets.

(a) Except for the Acquisition (which is explicitly permitted), the Company may not: (i) consolidate, amalgamate or merge with or into another Person (whether or not the Company is the survivor); or (ii) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person, unless:

(1) either: (i) the Company is the surviving or continuing Person; or (ii) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is a Person (such Person, the “Successor Company”) organized or existing under the laws of Canada or any province or territory thereof, the United States, any state thereof or the District of Columbia;

(2) the Successor Company expressly assumes all the obligations of the Company, as applicable, under the Notes, this Indenture and the other Note Documents, as applicable, pursuant to a supplemental indenture or agreements reasonably satisfactory to the Trustee;

(3) immediately after such transaction no Default or Event of Default exists;

(4) immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable Reference Period, either

(a) the Company or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, would be permitted to incur at least US$1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or

(b) the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, would be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions;

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(5) if the Company is not the Successor Company, each Guarantor, unless it is the other party to the transactions described above, shall have by supplemental indenture confirmed that its Guarantee shall apply to the Successor Company’s Obligations under this Indenture and the other Note Documents shall continue to be in effect and such Guarantor shall cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by such Guarantor;

(6) the transactions will not result in the Company or the Successor Company being required to make any deduction or withholding on account of taxes as described in Section 4.20 that the Company would not have been required to make had such transactions or series of transactions not occurred;

(7) to the extent any assets or property of the Successor Company, or the Person that is merged, amalgamated or consolidated with or into the Successor Company, are property or assets of the type that would constitute Collateral under the Security Documents, the Successor Company will take such action as may be reasonably necessary or required to cause such property and assets to be made subject to a Lien securing the Notes pursuant to this Indenture and the Security Documents in the manner and to the extent required by this Indenture or any of the Security Documents and shall take all reasonably necessary action so that such Lien is perfected, preserved and protected to the extent required by this Indenture and the Security Documents;

(8) the Collateral owned by or sold, assigned, conveyed, leased, transferred or otherwise disposed of to the Successor Company shall (a) continue to constitute Collateral under this Indenture and the Security Documents, (b) be subject to the Lien in favor of the Collateral Agent for the benefit of the Trustee and the holders of the Notes and (c) not be subject to any Lien other than Permitted Liens and other Liens permitted under Section 4.12;

(9) the Successor Company shall become a party to the Note Documents by joinder or supplement; and

(10) the Company or the Successor Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (insofar as the conditions for compliance relate to legal matters), each stating that such consolidation, amalgamation merger or disposition, as applicable and such supplemental indenture (if any) comply with conditions precedent therefor in this Indenture.

(b) The restrictions described in Section 5.01(a)(3) and (4) will not apply to (i) any consolidation, amalgamation or merger of the Company with or into one of the Guarantors for any purpose or (ii) any sale, assignment, transfer, lease, conveyance or other disposition of properties or assets of a Restricted Subsidiary of the Company to the Company or to a Guarantor.

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(1) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of Canada or any province or territory thereof, the United States, any state thereof or the District of Columbia;

(2) the entity so formed by or resulting from such reorganization expressly unconditionally assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture or agreements reasonably satisfactory to the Trustee; and

(3) immediately after such reorganization no Default or Event of Default exists; and

(d) In addition, subject to Section 10.04, the Company will not permit any Guarantor to, directly or indirectly, (i) amalgamate, consolidate or merge with or into another Person (whether or not such Guarantor is the surviving or continuing Person), or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to another Person (other than the Company or another Guarantor), unless:

(1) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default exists;

(2) in the case of any such amalgamation, consolidation or merger, either:

(A) such Guarantor is the surviving entity; or

(B) the Person formed by or surviving any such amalgamation, consolidation or merger (if other than the Guarantor) (the “Successor Guarantor”) unconditionally assumes all the obligations of that Guarantor under its Guarantee and this Indenture pursuant to a supplemental indenture substantially in the form specified in this Indenture;

(3) the Successor Guarantor (if other than such Guarantor), unconditionally assumes all the obligations of such Guarantor under this Indenture, its Guarantee and the Notes, in each case, pursuant to a supplemental indenture substantially in the form specified in this Indenture and becomes party to the Collateral Agent Agreement pursuant to a Collateral Agent Agreement Joinder;

(4) immediately after giving effect to such transaction or series of transactions, such Successor Guarantor would not be an Excluded Subsidiary; and

(5) such Subsidiary Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or disposition and such supplemental indenture (if any) comply with this Indenture.

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Section 5.02 Successor Substituted.

Upon compliance with the requirements of Section 5.01 with respect to any consolidation, amalgamation or merger or any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties or assets of the Company or a Guarantor in accordance with Section 5.01 in which the Company or such Guarantor, as the case may be, is not the surviving or continuing entity, the Successor Company or Successor Guarantor, as applicable, shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Guarantor, as the case may be, under this Indenture with the same effect as if such surviving Person had been named as the Company or such Guarantor, as the case may be, in this Indenture, and thereafter (except in the case of a lease of all or substantially all of the Company’s or such Guarantor’s properties or assets, as the case may be, or in the event the Company or such Guarantor survives any such consolidation, amalgamation or merger as a Subsidiary of the Successor Company or Successor Guarantor, as applicable, the Company or such Guarantor, as the case may be, will be released from all of its obligations and covenants under this Indenture, the Notes and its Guarantee, as the case may be.

ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

Each of the following is an “Event of Default”:

(1) default for 30 days in the payment when due of interest on the Notes;

(2) default in the payment when due of the principal of, or premium, if any, on, the Notes, whether at Stated Maturity or upon redemption (whether optional or mandatory);

(3) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions described under Section 3.08, 4.15 or 5.01;

(4) failure by the Company to comply with Section 4.03 and such failure continues for a period of 180 days after written notice specifying the default has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Notes then outstanding;

(5) failure by the Company to comply with any of its other agreements in this Indenture (other than the agreements a default in whose performance would constitute an Event of Default under clause (1), (2), (3) or (4) above) and such failure continues for a period of 60 days after notice specifying that the default has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Notes then outstanding;

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(6) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries, or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries (other than any Indebtedness owed to the Company or a Restricted Subsidiary), whether such Indebtedness or guarantee now exists, or is created after the Issue Date (excluding any default or event of default arising as a result of a breach of or default under the Enerflex NPA that results from the Transactions or any component thereof), if that default:

(A) is caused by a failure to pay the principal of such Indebtedness on its final scheduled maturity date after taking into account any grace period provided in such Indebtedness (a “Payment Default”); or

(B) results in the acceleration of such Indebtedness prior to its Stated Maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates to an amount that exceeds US$75.0 million; provided, that if prior to any acceleration of the Notes, any such Payment Default is cured or waived, or such Indebtedness is repaid, within a period of 60 days from the continuation of such Payment Default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and any consequential acceleration of the Notes shall be automatically rescinded, so long as such rescission does not conflict with any judgment, decree or applicable law;

(7) failure by the Company or any of its Restricted Subsidiaries to pay one or more final non-appealable judgments entered by a court or courts of competent jurisdiction aggregating to an amount that exceeds US$75.0 million (to the extent not covered by insurance by a reputable and creditworthy insurer as to which the insurer has not disclaimed coverage), which judgment or judgments are not paid, satisfied, annulled, rescinded, discharged or stayed within 60 days after they become final and non-appealable;

(8) the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law:

(A) commences a voluntary case,

(B) consents to the entry of an order for relief against it in an involuntary case,

(D) makes a general assignment for the benefit of its creditors;

(9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

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(A) is for relief in an involuntary case against the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary;

(B) appoints a custodian of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary; or

(C) orders the liquidation of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days; or

(10) except as permitted by this Indenture, the Guarantee of any Guarantor that is a Significant Subsidiary of the Company is held in any final non-appealable judgment by a court of competent jurisdiction to be unenforceable or invalid or ceases for any reason to be in full force and effect, or the Guarantor that is a Significant Subsidiary of the Company, or any Person acting on behalf of such Guarantor, denies or disaffirms its obligations under its Guarantee;

(11) the occurrence of any of the following:

(A) except for expiration in accordance with its terms or amendment, modification, waiver, termination or release in accordance with its terms, any material provision of any Security Document ceases for any reason to be fully enforceable; provided; no Event of Default shall be deemed to occur under this clause (11)(A) if such failure to be enforceable relates solely to Collateral which, individually or in the aggregate, has a fair market value of not more than US$75.0 million;

(B) any Parity Debt Lien purported to be granted under any Security Document that is required to be a perfected Lien, individually or in the aggregate, ceases to be a perfected Lien (subject only to Permitted Prior Liens and the terms of the Collateral Agent Agreement), except to the extent that any such loss of perfection results from the failure of the Collateral Agent to maintain possession of certificates, instruments or other documents actually delivered to it representing securities or other possessory collateral pledged under the applicable Security Documents; provided; no Event of Default shall be deemed to occur under this clause (11)(B) if such loss of perfection relates solely to Collateral which, individually or in the aggregate, has a fair market value of not more than US$75.0 million; or

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(C) the Company or the Guarantors, or any Person acting on behalf of any of them, denies or disaffirms, in writing, any obligation of the Company, any Guarantor or any such other Person set forth in or arising under any Security Document; and

If a Default or Event of Default occurs and is continuing and if it is known to the Trustee as provided in Section 7.02(g) hereof, the Trustee will send to Holders of Notes a notice of the Default or Event of Default within 30 days after the Trustee is deemed to have had knowledge of its occurrence as provided in Section 7.02(g) hereof. Except in the case of a Default or Event of Default in payment of principal of, premium, if any, on, or interest on, any Note, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes.

Any notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more Holders (each, a “Directing Holder”) must be accompanied by a signed Position Representation and Verification Form (in the form attached as Exhibit G to this Indenture) delivered to the Company and the Trustee (a “Position Representation and Verification Form”). The Position Representation and Verification Form will contain a representation that the applicable Directing Holder is not (or, in the case such Holder is DTC or its nominee, that such Holder is being instructed solely by beneficial owners that have represented to such Holder that they are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to the delivery of a notice of Default shall be deemed a continuing representation until the resulting Event of Default is cured or otherwise ceases to exist or the Notes are accelerated. The Position Representation and Verification Form will also contain a covenant by the applicable Directing Holder to provide the Company with such other information as the Company may reasonably request from time to time in order to verify the accuracy of such Holder’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). The Trustee shall have no duty whatsoever to obtain for, or provide such other information to, the Company. In any case in which the Holder is DTC or its nominee, any Position Representation and Verification Form required hereunder shall be provided by the beneficial owners of the Notes in lieu of DTC or its nominee and DTC shall be entitled to conclusively rely on such Position Representation and Verification Form in delivering its notice or instruction to the Trustee.

If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Company determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the Trustee an Officer’s Certificate stating that the Company has initiated litigation in a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Default, Event of Default or acceleration (or notice thereof) that resulted from the applicable Noteholder Direction, the

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cure period with respect to such Default or Event of Default shall be automatically stayed and the cure period with respect to such Default or Event of Default shall be automatically reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Company provides to the Trustee an Officer’s Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to such Default or Event of Default shall be automatically stayed and the cure period with respect to any such Default or Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such Holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Default or Event of Default shall be deemed never to have occurred, acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default; provided, however, such voiding of such Noteholder Direction shall not void or invalidate any indemnity or security provided by the Directing Holders to the Trustee, which such indemnification or security obligations shall continue to survive.

Notwithstanding anything in the preceding two paragraphs to the contrary, any Noteholder Direction delivered to the Trustee during the pendency of an Event of Default as the result of a bankruptcy or similar proceeding in respect of the Company shall not require compliance with the foregoing paragraphs.

For the avoidance of doubt, the Trustee shall be entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with this Indenture, and shall have no duty to inquire as to or investigate the accuracy of any Position Representation, enforce compliance with any Verification Covenant, verify any statements in any Officer’s Certificate delivered to it, or otherwise make calculations, investigations or determinations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise. The Trustee shall have no liability to the Company, any Holder or any other Person in acting in good faith on a Noteholder Direction or on any Officer’s Certificate with respect to a Noteholder Direction or Verification Covenant, and the Company, any Holder or any such other Person waives any and all claims, in law and/or in equity, against the Trustee and agrees not to commence any legal proceeding against the Trustee in respect of, and agrees that the Trustee will not be liable for any action that the Trustee takes with respect to, a Noteholder Direction or Verification Covenant or any Officer’s Certificate with respect to a Noteholder Direction or Verification Covenant or in accordance with the foregoing paragraphs.

Section 6.02 Acceleration.

In the case of an Event of Default (other than of a type specified in Section 6.01(8) or (9)), occurs and is continuing under this Indenture, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal, interest and any other monetary obligations (including with respect to any Additional Amounts) on all the then outstanding Notes issued under this Indenture to be due and payable immediately by notice in

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writing to the Company (with a copy to the Trustee, if such written notice is from Holders of at least 25% in principal amount of the then-outstanding Notes) specifying the Event of Default; provided, however, that after such acceleration, but before judgment or decree based on acceleration, Holders of a majority in aggregate principal amount of such outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal and interest, have been cured or waived as provided in this Indenture. Notwithstanding the foregoing, in the case of an Event of Default pursuant to Section 6.01(8) or (9), all outstanding Notes will become due and payable immediately without further action or notice.

The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Company and the Trustee may, on behalf of all of the Holders of all the Notes, rescind an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal of, premium, if any, on, or interest on, the Notes that has become due solely because of the acceleration) have been cured or waived.

Section 6.03 Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of, premium, if any, on, or interest on, the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy, whether accruing upon an Event of Default or otherwise, shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

Section 6.04 Waiver of Past Defaults.

The Holders of a majority in aggregate principal amount of the then outstanding Notes may, on behalf of the Holders of all of the Notes, waive, by written notice to the Trustee, any existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of principal of, premium, if any, on, or interest on, the Notes (including a default in making a payment to purchase Notes pursuant to a Change of Control Offer or Asset Sale Offer in accordance with the terms of the applicable offer to repurchase). Upon notice to the Trustee of any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.05 Control by Majority.

Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or (through the Trustee) the Collateral Agent or exercising any trust or power conferred on it. However, the Trustee may refuse, without liability, to follow any

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direction that the Trustee determines in its sole discretion conflicts with law or this Indenture or may be unduly prejudicial to the rights of other Holders of Notes or may involve the Trustee in personal liability. The Trustee shall be entitled to take any other action it considers in its sole discretion to be proper, and not inconsistent with any such direction from the Holders.

Section 6.06 Limitation on Suits.

No Holder of a Note may pursue any remedy with respect to this Indenture or any other Note Document unless:

(1) such Holder has previously given to the Trustee written notice that an Event of Default is continuing;

(2) Holders of at least 25% in aggregate principal amount of the then outstanding Notes make a written request to the Trustee to pursue the remedy;

(3) such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense;

(4) the Trustee does not comply with such request within 60 days after receipt of the request and the offer of security or indemnity; and

(5) during such 60-day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such request.

A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not any such use by a Holder prejudices the rights of any other Holders or obtains preference or priority over such Holders).

Section 6.07 Rights of Holders of Notes to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal of, premium, if any, or interest on, the Note, on or after the respective due dates expressed in the Notes, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Section 6.08 Collection Suit by Trustee.

If an Event of Default specified in Section 6.01(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal, premium, if any, and interest remaining unpaid on the Notes and, to the extent lawful, interest on overdue principal and interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

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Section 6.09 Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10 Priorities.

Subject to the provisions of the Collateral Agent Agreement, if the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order:

First: to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

Second: to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest, respectively; and

Third: to the Company or to such party as a court of competent jurisdiction shall

direct.

The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

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Section 6.11 Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee or the Collateral Agent for any action taken or omitted by it as a Trustee or Collateral Agent, as applicable, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee or the Collateral Agent, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in aggregate principal amount of the then outstanding Notes.

ARTICLE 7

TRUSTEE

Section 7.01 Duties of Trustee.

(a) If an Event of Default has occurred and is continuing, and is known to a Responsible Officer of the Trustee as provided in Section 7.02(g), the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b) Except during the continuance of an Event of Default:

(1) the duties of the Trustee will be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not investigate or confirm the accuracy of mathematical calculations or other facts stated therein).

(c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(1) this Section 7.01(c) does not limit the effect of Section 7.01(b);

(2) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

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(3) the Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to this Indenture.

(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to Section 7.01(a), (b), and (c), and it is acknowledged and agreed between the parties hereto, and each Holder through its acceptance of a Note, that every provision of the Collateral Agent Agreement that in any way relates to the Trustee is subject to all of the Trustee’s rights, powers, authorizations and protections (including limitations of the Trustee’s liability or the scope of the Trustee’s obligations) set out in this Indenture, and any references in this Indenture to such rights, powers, authorizations and protections of the Trustee applying to this Indenture shall be deemed to include such rights, powers, authorizations and protections (including limitations of the Trustee’s liability or the scope of the Trustee’s obligations) of the Trustee applying to the Collateral Agent Agreement.

(e) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. Neither the Trustee nor the Collateral Agent will be under any obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder has offered to the Trustee or the Collateral Agent, as applicable, indemnification and/or prefunding and/or security satisfactory to it against any loss, liability or expense. For the avoidance of doubt, while the Trustee shall be the sole party entitled to direct the Collateral Agent in respect of any matters relating to the Notes (and shall do so in accordance with Noteholder Directions given to the Trustee by Holders), the Trustee shall be under no obligation to provide any security or indemnity to the Collateral Agent, with such security or indemnity being provided directly by the relevant Holders to the Collateral Agent.

(f) The Trustee will not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Section 7.02 Rights of Trustee.

(a) The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.

(b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel, and any other professional advisers, of its selection and the advice of such counsel, other professional advisers or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any attorney or agent appointed with due care.

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(d) The Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture or the Collateral Agent Agreement.

(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company, and the Company shall provide to the Trustee, promptly following request from the Trustee, an Officer’s Certificate setting out the names, titles and signatures of each Officer of the Company.

(f) The Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture or any other Note Document at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to it against the losses, liabilities and expenses that might be incurred by it in compliance with such request or direction.

(g) The Trustee shall not be deemed to have notice or be charged with knowledge of any of a Default or an Event of Default unless written notice of any event which constitutes a Default or Event of Default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee by the Company or any other Obligor or by a Holder of the Notes, and such notice references the Notes and this Indenture and states that such notice is a notice of Default or Event of Default.

(h) In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood or such loss or damage and regardless of the form of action.

(i) The rights, privileges, protections, immunities and benefits given to Trustee, including its right to be compensated and indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder and to each Agent, Custodian and other Person employed to act hereunder; provided (i) that any Paying Agent, Registrar, Custodian or other Person shall only be liable to extent of its gross negligence or willful misconduct; and (ii) in and during an Event of Default, only the Trustee and not any Paying Agent, Registrar, Custodian or other Person shall be subject to the prudent person standard in the circumstances set out in this Indenture.

(j) The permissive rights of the Trustee to take certain actions under this Indenture shall not be construed as a duty unless so specified herein.

(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

(l) The Trustee shall not have any obligation or duty to monitor, determine or inquire as to compliance, and shall not be responsible or liable for compliance, with restrictions on redemption, purchase or repurchase, as applicable, of minimum denominations imposed under this Indenture or under applicable law or regulation with respect of any redemption, purchase or repurchase, as applicable, of interest in any Note or any other security.

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(m) The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Indenture and delivered using Electronic Means; provided, however, that the Company and, as applicable, any other Obligor shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Company and, as applicable, any other Obligor whenever a person is to be added or deleted from the listing. If the Company and, as applicable, any other Obligor elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Company and each Obligor understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Company and each Obligor shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Company, each Obligor and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Company and each Obligor. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the its reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Company and each Obligor agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Company; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.

Section 7.03 Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company, the Guarantors or any their Affiliates with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest (as defined in the TIA after a Default has occurred and is continuing) it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as Trustee (if this Indenture has been qualified under the TIA) or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10.

Section 7.04 Trustee and Collateral Agent’s Disclaimer.

Neither the Trustee nor the Collateral Agent will be responsible for and neither of them makes any representation as to the validity, sufficiency or adequacy of this Indenture, the Notes, any other Note Documents or any offering documents relating to the Notes. Neither of them shall be accountable for the Company’s use of the proceeds from the Notes or any money paid to the

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Company or upon the Company’s direction under any provision of this Indenture, neither of them will be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and neither of them will be responsible for any statement or recital herein or any statement in the Notes, the Note Documents or any other document in connection with the sale of the Notes or pursuant to this Indenture other than the Trustee’s certificate of authentication. Neither of them is accountable for the content or accuracy of any document provided to them. The Trustee has no responsibilities or obligations in respect of the Collateral, the Security Documents or any matters related to them, which are solely the responsibilities or obligations of the relevant Obligors and the Collateral Agent as the party taking the benefit of the Collateral and the Security Documents for and on behalf of the Secured Parties, including the Holders and the Trustee. Each Holder by its acceptance of a Note explicitly exonerates, discharges and fully holds harmless the Trustee from and against any liability in respect of the Collateral and the Security Documents.

Section 7.05 [Reserved].

Section 7.06 [Reserved].

Section 7.07 Compensation and Indemnity.

(a) The Company will pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder (including as Paying Agent and Registrar) as the Company and the Trustee shall agree in writing from time to time. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. The Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses will include the properly incurred compensation, disbursements and expenses of the Trustee’s agents and counsel.

(b) The Company and the Guarantors will jointly and severally indemnify, defend and protect the Trustee (acting in any capacity hereunder) and the Collateral Agent, their respective officers, directors, employees and agents (each an “Indemnified Person”), and hold each Indemnified Person harmless against, any and all losses, damages, claims, liabilities, costs or expenses (including properly incurred attorneys’ fees and any court costs) suffered or incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, the Guarantors, any Holder or any other Person) or liability in connection with the acceptance, exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or willful misconduct as determined by a final, non-appealable judgment of a court of competent jurisdiction. An Indemnified Person will notify the Company promptly of any claim for which it may seek indemnity. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld.

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(c) The obligations of the Company and the Guarantors under this Section 7.07 will survive the satisfaction and discharge of this Indenture and the resignation, removal or retirement of the Trustee and the Collateral Agent.

(d) To secure the Company’s and the Guarantors’ payment obligations in this Section 7.07, the Trustee will have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal of, premium, if any, on, or interest on, particular Notes. Such Lien will survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture.

(e) When an Indemnified Person incurs expenses or renders services after an Event of Default specified in Section 6.01(8) or (9) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Section 7.08 Replacement of Trustee.

(a) A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08.

(b) The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Company. The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee upon 30 days’ notice to the Trustee and the Company in writing. The Company may remove the Trustee upon 30 days’ written notice if:

(1) the Trustee fails to comply with Section 7.10 hereof;

(2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(3) a custodian or public officer takes charge of the Trustee or its property; or

(4) the Trustee becomes incapable of acting.

(c) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company will promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company.

(d) If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the Company’s expense), the Company, or the Holders of at least 10% in aggregate principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

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(e) If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(f) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send a notice of its succession to Holders. The retiring Trustee will promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s and Guarantors’ obligations under Section 7.07 hereof will continue for the benefit of the retiring Trustee and the successor Trustee shall enforce the Lien provided in favor of the Trustee in Section 7.07(d) for the benefit of the retiring Trustee.

Section 7.09 Successor Trustee by Merger, etc.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act will be the successor Trustee.

Section 7.10 Eligibility; Disqualification.

There will at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $50.0 million as set forth in its most recent published annual report of condition.

Section 7.11 FATCA

In order to comply with applicable tax laws, rules and regulations (inclusive of directives, guidelines and interpretations promulgated by competent authorities) in effect from time to time (“Applicable Tax Law”), to which a foreign financial institution, issuer, trustee, paying agent, holder or other institution is or has agreed to be subject, related to this Indenture, the Company agrees (i) to provide to the Trustee information about holders or other applicable parties and/or transactions (including any modification to the terms of such transactions) that is within the possession of the Company and reasonably requested by the Trustee so the Trustee can determine whether it has tax related obligations under Applicable Tax Law, (ii) that the Trustee shall be entitled to make any withholding or deduction from payments under this Indenture to the extent necessary to comply with Applicable Tax Law for which the Trustee shall not have any liability, and (iii) to indemnify and hold harmless the Trustee for any losses it may suffer due to the actions it takes to comply with such Applicable Tax Law. The terms of this section shall survive the termination of this Indenture and the resignation, retirement or removal of the Trustee.

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Section 7.12 OFAC Certification

The Company and, by its execution of a supplemental indenture, each Guarantor represents that neither they nor any of their Affiliates, Subsidiaries, directors or officers are the target or subject of any sanctions enforced by the US Government (including the Office of Foreign Assets Control of the US Department of the Treasury (“OFAC”)), the United Nations Security Council, the European Union, HM Treasury, or other relevant sanctions authority (collectively “Sanctions”). The Company and, by its execution of a supplemental indenture, each Guarantor further represents that neither they nor any of their Affiliates, Subsidiaries, directors or officers will use any payments made pursuant to this Indenture or any other Notes Document, (i) to fund or facilitate any activities of or business with any person who, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business with any country or territory that is the target or subject of comprehensive country-wide or territory-wide Sanctions, or (iii) in any other manner that will result in a violation of Sanctions by any person.

Section 7.13 Additional Rights of the Trustee

(a) The Trustee shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Trustee, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering or anti- terrorist legislation, Sanctions, regulation or guideline. Further, notwithstanding any other provisions of this Indenture to the contrary, should the Trustee, in its sole judgment, determine at any time that its acting under this Indenture has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, Sanctions, regulation or guideline, then it shall have the right to resign on 10 days’ written notice to the other parties hereto. For greater certainty, during such notice period the Trustee shall continue to have the right not to act and shall not be liable for refusing to act in accordance with the first sentence of this Section 7.13(a).

(b) Notwithstanding anything to the contrary herein, the Trustee may, without liability, disclose information about the Holders and Beneficial Owners or potential Holders or Beneficial Owners of the Notes pursuant to subpoena or other order issued by a court of competent jurisdiction or when otherwise required by applicable law.

(c) Unless otherwise notified in accordance with this Indenture, the Trustee shall be entitled to assume that all payments have been made by the Company as required under this Indenture.

(d) The Trustee may assume for the purposes of this Indenture that any address on the register of the Holders of the Notes is the Holder’s actual address and is also determinative as to residency.

(e) The Trustee shall be entitled to process all transfers of Notes upon the presumption that such transfers are permissible pursuant to all applicable laws and regulatory requirements. The Trustee shall have no obligation to ensure that legends appearing on the Notes certificates comply with regulatory requirements or securities laws of any applicable jurisdiction.

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(f) Except as provided in this Indenture, the Trustee shall retain the right not to act and shall not be held liable for refusing to act unless it has received clear and reasonable documentation which complies with the terms of this Indenture; such document must not require the exercise of any discretion or independent judgment.

(g) The Trustee hereby accepts the trusts in this Indenture declared and provided for and agrees to perform the same upon the terms and conditions herein set forth and to hold all rights, privileges and benefits conferred hereby and by law in trust for the various persons who shall from time to time be Holders, subject to all the terms and conditions herein set forth.

(h) Each party to this Indenture hereby represents to the Trustee that any account to be opened by, or interest to be held by the Trustee in connection with this Indenture, for or to the credit of such party, either (i) is not intended to be used by or on behalf of any third party or (ii) is intended to be used by or on behalf of a third party, in which case such party hereto agrees to complete and execute forthwith a declaration in the Trustee’s prescribed form as to the particulars of such third party.

ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

The Company may, at its option and at any time, elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8. If the Company exercises its legal defeasance option or its covenant defeasance option, the Liens, as they pertain to the Notes and the Guarantees, will be released and each Guarantor will be released from all of its obligations with respect to its Guarantee and, to the extent pertaining to the Notes and the Guarantees, the Security Documents.

Section 8.02 Legal Defeasance and Discharge.

Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes (including the Guarantees) and this Indenture on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in Section 8.02(1) and (2), and to have satisfied all their other obligations under such Notes, the Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except that the following provisions will survive until otherwise terminated or discharged hereunder:

(1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium, if any, on, and interest on, such Notes when such payments are due from the trust referred to in Section 8.04 hereof;

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(2) the Company’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof;

(3) the rights, powers, trusts, duties and immunities of the Trustee and the Company’s and Guarantors’ obligations in connection therewith; and

(4) this Article 8.

Subject to compliance with this Article 8, the Company may exercise their option under this Section 8.02 notwithstanding the prior exercise of their option under Section 8.03 hereof.

Section 8.03 Covenant Defeasance.

Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Company and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their respective obligations under the covenants contained in Sections 4.03, 4.04(b), 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17 and 4.18 hereof, Section 5.01(a)(4) and Section 5.01(d)(4) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes will not be deemed outstanding for accounting purposes to the extent permitted by IFRS). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and Guarantees, the Company and the Guarantors may omit to comply with and will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and Guarantees will be unaffected thereby. In addition, upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(4), (5), (6), (7), (10) and (11) hereof will not constitute Events of Default.

Section 8.04 Conditions to Legal or Covenant Defeasance.

In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof:

(1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay the principal of, and interest and premium, if any, on, the outstanding Notes on the date of fixed maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to the date of

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fixed maturity or to a particular redemption date; provided that upon any redemption that requires the payment of the Make Whole Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee that is equal to the Make Whole Premium calculated as of the date of the notice of redemption with any deficit as of the date of redemption (any such amount, the “Make Whole Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption;

(2) in the case of an election under Section 8.02 hereof, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that:

(a) (i) the Company received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the Issue Date, there has been a change in the applicable United States federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel will confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such Legal Defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(b) an Opinion of Counsel reasonably acceptable to the Trustee or an advance tax ruling from the Canada Revenue Agency, in each case to the effect that the Holders of the outstanding Notes will not recognize income, gain or loss for Canadian federal income tax purposes as a result of such Legal Defeasance and will be subject to Canadian federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(1) in the case of an election under Section 8.03 hereof, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(2) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;

(3) the Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and

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(4) the Company must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel (which opinion of counsel may be subject to customary assumption), each reasonably acceptable to the Trustee and each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Section 8.05 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.

Subject to Section 8.06 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company or any of its Restricted Subsidiaries acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

The Company will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to the Company from time to time upon the request of the Company any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06 Repayment to Company.

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, on, or interest on, any Note and remaining unclaimed for two years after such principal, premium, if any, or interest has become due and payable shall be paid to the Company on its request or (if then held by the Company) will be discharged from such trust; and the Holder of such Note will thereafter be permitted to look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, will thereupon cease; provided, however, that, if any Definitive Notes are then outstanding, the Trustee or such Paying Agent, before being required to make any such repayment, may at the written direction and expense of the Company cause to be published once, in The New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company.

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Section 8.07 Reinstatement.

If the Trustee or Paying Agent is unable to apply any money in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s and the Guarantors’ obligations under this Indenture and the Notes and the Guarantees will be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium, if any, on, or interest on, any Note following the reinstatement of their obligations, the Company will be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of Notes.

Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Company, the Guarantors, the Trustee and the Collateral Agent (as applicable) may amend or supplement Note Documents or the Escrow Agreement:

(1) to cure any ambiguity, omission, mistake, defect or inconsistency;

(2) to provide for uncertificated Notes in addition to or in place of Definitive

Notes;

(3) to provide for the assumption of the Company’s or a Guarantor’s

obligations to Holders of Notes in the case of a merger, amalgamation or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s properties or assets;

(4) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under this Indenture of any such Holder; provided that any change to conform this Indenture or the Notes to the Offering Memorandum will not be deemed to adversely affect such legal rights;

(5) make, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Security Documents or any release of Collateral pursuant to the terms of this Indenture or any of the Security Documents;

(6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture;

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(7) to add any additional Guarantor and provide for any Guarantee by any such Guarantor or a guarantee by any other Person, or to evidence the release of any Guarantor from its Guarantee, to the extent such release is permitted by this Indenture;

(8) to add a co-issuer of the Notes;

(9) to conform the text of this Indenture, the Notes or the Security Documents to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to set forth, verbatim or in substance, a provision of this Indenture, the Notes or the Security Documents (which intent will be certified to the Trustee in an Officer’s Certificate);

(10) to evidence or provide for the acceptance of appointment under this Indenture of a successor Trustee or Collateral Agent or add a co-Trustee or co-Collateral Agent;

(11) to comply with any requirement of the Commission in connection with the qualification of this Indenture under the TIA, if such qualification is required, or any requirement of Canadian trust indenture legislation that is applicable to this Indenture;

(12) to comply with the rules and procedures of any applicable securities depositary;

(13) to secure additional extensions of credit and add additional secured creditors holding other Priority Obligations or Parity Obligations, as long as such Priority Obligations or Parity Obligations are not prohibited by the provisions of this Indenture or the Security Documents; or

(14) to add additional assets as Collateral.

Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 9.05 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture or other Note Document authorized or permitted by the terms of this Section 9.01 and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Notwithstanding anything in this Article 9 to the contrary, no amendment of, or supplement or waiver to, this Indenture or the other Note Documents pursuant to this Section 9.01 shall be permitted to be effected if such amendment, supplement or waiver is in violation of or inconsistent with the terms of the Collateral Agent Agreement. No amendment of, or supplement or waiver to, the Collateral Agent Agreement shall be permitted to be effected without the consent of the Collateral Agent.

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Section 9.02 With Consent of Holders of Notes.

Except as provided in Section 9.01 and this Section 9.02, the Company, the Guarantors, the Trustee and the Collateral Agent (as applicable) may amend or supplement the Note Documents (subject to the terms of the Collateral Agent Agreement, in the case of the Security Documents) and the Escrow Agreement, and any existing Default or Event of Default or compliance with any provision of the Note Documents or the Escrow Agreement may be waived, in each case, with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

(1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed maturity of any Note or alter the optional provisions with respect to the redemption or repurchase of the Notes (other than provisions under Sections 4.10 and 4.15 or provisions of Section 3.03 relating to minimum notices required for redemption pursuant to Section 3.07);

(3) reduce the rate of or change the time for payment of interest on any Note;

(4) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders of a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration);

(5) make any Note payable in currency other than that stated in the Notes;

(6) make any change in the provisions of Section 6.04 or 6.07 hereof (other than as permitted in Section 9.02(7) below);

(7) waive a redemption or repurchase obligation payment with respect to any Note (other than a payment required by Section 4.10 or 4.15);

(8) release any Guarantor from any of its obligations under its Guarantee or this Indenture, except in accordance with the terms of this Indenture; or

(9) make any material change in the provisions set forth in Section 3.08 or Article 13;

(10) make any change in the preceding amendment, supplement and waiver provisions.

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Without the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding and affected thereby, (i) no amendment or waiver may release all or substantially all of the Collateral from the Lien of the applicable Security Documents with respect to such Notes and (ii) no amendment, supplement or waiver may change the order of application of proceeds from Collateral under the Collateral Agent Agreement in any manner adverse to the Holders of the Notes.

Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.05, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture or other Note Document unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture.

It is not necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to give such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

Notwithstanding anything in this Article 9 to the contrary, no amendment of, or supplement or waiver to, this Indenture or the other Note Documents pursuant to this Section 9.02 shall be permitted to be effected if such amendment, supplement or waiver is in violation of or inconsistent with the terms of the Collateral Agent Agreement. No amendment of, or supplement or waiver to, the Collateral Agent Agreement shall be permitted to be effected without the consent of the Collateral Agent.

Section 9.03 Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

Section 9.04 Notation on or Exchange of Notes.

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The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note will not affect the validity and effect of such amendment, supplement or waiver.

Section 9.05 Trustee and Collateral Agent to Sign Amendments, etc.

The Trustee and, if applicable, the Collateral Agent will sign any amended or supplemental indenture, or any amendment and supplement to any other Note Document, authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent. In executing any amended or supplemental indenture or amendment or supplement to any other Note Document, the Trustee and the Collateral Agent shall be entitled to receive and (subject to Section 7.01 hereof in the case of the Trustee) will be fully protected in relying upon, in addition to the documents required by Section 14.02 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment or supplement is the legally valid and binding obligation of the Company, enforceable against them in accordance with its terms, subject to customary exceptions.

ARTICLE 10

NOTE GUARANTEES

Section 10.01 Guarantee.

(a) Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and the Collateral Agent and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that:

(1) the principal of, premium, if any, on, and interest on, the Notes will be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, if any, on, and interest on, the Notes, if lawful, and all other Obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full, all in accordance with the terms hereof and thereof; and

(2) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that same will be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise.

Failing payment when due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

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(b) The Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture.

(c) If any Holder, the Collateral Agent or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by any of them to the Trustee, the Collateral Agent or such Holder, this Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect.

(d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders, the Collateral Agent and the Trustee, on the other hand, (1) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Article 10, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Article 10. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Article 10.

Section 10.02 Limitation on Guarantor Liability.

Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer, conveyance or preference, financial assistance or a transfer at undervalue, for purposes of any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state, provincial or other applicable U.S., Canadian or foreign law to the extent applicable to any Guarantee or that the obligations of such Guarantor under this Article 10 would otherwise be held or determined to be void, voidable, invalid or unenforceable on account of the amount of its liability under this Article 10. To effectuate the foregoing intention, the Trustee, the Collateral Agent, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent transfer, conveyance or preference, financial assistance or a transfer at undervalue under applicable law, and not being held or determined to be void, voidable, invalid or unenforceable.

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Section 10.03 Notation of Guarantee Not Required.

The Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (or, in the case of any Guarantor that is not party to this Indenture on the date hereof, a supplemental indenture hereto), and no Guarantor shall be required to make a notation on the Notes to reflect any Guarantee.

Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 will remain in full force and effect notwithstanding the absence of a notation of such Guarantee on each Note.

The delivery of any Note by the Trustee, after the authentication thereof hereunder, will constitute due delivery of the Guarantee set forth in this Indenture or any supplemental indenture on behalf of the Guarantors.

Section 10.04 Releases.

The Guarantee of a Guarantor, together with all of its other obligations under this Indenture, shall be automatically and unconditionally released and discharged:

(a) concurrently with any sale or other disposition of all or substantially all of the properties or assets of that Guarantor (including by way of merger, amalgamation or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company; provided, that such sale or disposition (including by way of merger, amalgamation or consolidation) is not prohibited by this Indenture;

(b) concurrently with any sale or other disposition of not less than a majority of the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company; provided, that such sale or disposition is not prohibited by this Indenture;

(c) if the Company designates such Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture;

(d) upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof;

(e) upon the liquidation or dissolution of such Guarantor, provided no Default or Event of Default has occurred that is continuing;

(f) in connection with the merger, amalgamation or consolidation of such Guarantor with or into the Company or any other Guarantor, where the Company or such other Guarantor is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of a Guarantor following the transfer of all or substantially all of its assets, in each case, in a transaction that complies with the applicable provisions of this Indenture; provided no Default or Event of Default occurs as a result thereof or has occurred and is continuing;

(g) upon the release or discharge of the guarantee of, or direct obligation of, such Guarantor under the Credit Agreement, except, in each case, a release or discharge by or as a result of payment under such Guarantee or direct obligations or by or as a result of a refinancing, termination or repayment in full of the Credit Agreement; or

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(h) as described in Article 9;

in each case, upon delivery to the Trustee by the Company of an Officer’s Certificate described in the immediately succeeding paragraph.

The Trustee shall, at the Company’s expense, execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Guarantee; provided that in the case of a release of a Guarantee of a Subsidiary Guarantor not involving a Legal Defeasance or Covenant Defeasance or a satisfaction and discharge of this Indenture, prior to executing such documents, the Trustee shall be entitled to receive from the Company an Officer’s Certificate to the effect that the conditions precedent to such release have been satisfied. Any failure by the Trustee to execute such documents shall, however, not affect the automatic release and discharge of the Guarantee and the other obligations of any Guarantor as contemplated by the foregoing provisions of this Section 10.04. Any Guarantor not released from its obligations under its Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium, if any, on, and interest on, the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 10.

Section 10.05 Subordinated Guarantees

If and for so long as any Guarantor is not a Secured Loan Party, such Guarantor’s Guarantee shall be subject to the Guarantee Subordination Terms; provided that the Guarantee Subordination Terms shall automatically cease to apply at any time that the Credit Agreement does not require such Guarantor’s Guarantee to be subordinated on substantially similar terms to the Guarantee Subordination Terms.

Section 10.06 Guarantee Timing

On the Escrow Release Date, the Company shall cause the Notes to be guaranteed by each Restricted Subsidiary that, as of the Escrow Release Date, has guaranteed the New Credit Agreement. Following the Escrow Release Date, the Company shall cause each existing Restricted Subsidiary as of the Escrow Release Date that subsequently guarantees the New Credit Agreement to concurrently guarantee the Notes. Each Person that becomes a Guarantor pursuant to this Section 10.06 shall, within the time periods specified in Article 12 (and subject to Section 10.05) also become a party to the applicable Security Documents and shall execute and deliver such security instruments, financing statements, mortgages, deeds of trust, control agreements and other required agreements in scope and form as may be necessary to establish for the benefit of the Collateral Agent a perfected security interest (subject in priority only to Permitted Prior Liens and, pursuant to the Collateral Agent Agreement, Liens securing Priority Obligations) in properties and assets that constitute Collateral, as security for such Guarantor’s Guarantee and as may be necessary to have such property or asset added to the Collateral as required under the Security Documents and this Indenture, and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such properties and assets to the same extent and with the same force and effect.

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ARTICLE 11

SATISFACTION AND DISCHARGE

Section 11.01 Satisfaction and Discharge.

Upon request by the Company, this Indenture and the other Note Documents will be satisfied and discharged and will cease to be of further effect as to all Notes issued hereunder (except as to surviving rights of registration of transfer or exchange of the Notes, the Trustee’s surviving rights, and as otherwise specified in this Indenture), when:

(1) either:

(a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or

(b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the giving of a notice of redemption or otherwise and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of fixed maturity or redemption; provided that upon any redemption that requires the payment of the Make Whole Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount equal to any applicable Make Whole Premium Deficit is deposited with the Trustee on or prior to the date of redemption;

(2) in respect of Section 11.01(1)(b), no Event of Default has occurred and is continuing on the date of the deposit (other than an Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings), and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture and the agreements governing any other Indebtedness that is being defeased, discharged or replaced) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings);

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(3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and

(4) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be.

In addition, the Company must deliver an Officer’s Certificate stating that all conditions precedent to satisfaction and discharge have been satisfied and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) to the Trustee.

Notwithstanding the satisfaction and discharge of this Indenture, if funds have been deposited with the Trustee pursuant to Section 11.01(1)(b), the provisions of Sections 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Section 11.02 Application of Trust Money.

Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 11.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company or any of its Restricted Subsidiaries acting as Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal, premium, if any, and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money in accordance with Section 11.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s and any Guarantor’s obligations under this Indenture and the Notes and the Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 11.01 hereof; provided that if the Company have made any payment of principal of, premium, if any, on, or interest on, any Notes because of the reinstatement of their obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

The Company will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 11.01 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

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ARTICLE 12

SECURITY

Section 12.01 Concerning the Collateral Agent

(a) The Collateral Agent shall not have duties or obligations except those expressly set forth in this Indenture and the Security Documents to which it is party, and no implied covenants or obligations shall be read into this Indenture and the Security Documents against the Collateral Agent. The Collateral Agent shall not be liable for any action taken or not taken by it in the absence of its own gross negligence, bad faith or willful misconduct. The Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper person. The Collateral Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for relying thereon. The Collateral Agent may consult with legal counsel (who may be counsel for the Company), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in the absence of its own gross negligence, bad faith or willful misconduct, in each case, in accordance with the advice of any such counsel, accountants or experts. Subject to the Collateral Agent Agreement, the Collateral Agent shall have an unqualified right to resign at any time. Nothing in this Indenture (or any other document) shall require the Collateral Agent to expend or risk its own funds or otherwise incur any personal or financial liability in the performance of any right or duties under or in connection with this Indenture, the Notes or any Security Documents.

(b) Without limiting the generality of the foregoing and any items set forth in this Indenture or the Security Documents, the Collateral Agent:

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

(2) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Documents that the Collateral Agent is required to exercise; provided that the Collateral Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Collateral Agent to liability or that is contrary to any Security Document or applicable law; or

(3) shall not, except as expressly set forth in the Security Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or any of its Subsidiaries that is communicated to or obtained by the Person serving as the Collateral Agent or any of its Subsidiaries in any capacity; or

(4) Subject to the terms of the Collateral Agent Agreement, the Collateral Agent shall be entitled to but shall have no obligation to give, execute, deliver, file, record, authorize or obtain any financing statements, notices, instruments, documents, agreements, consents or other papers as shall be necessary to (i) create, preserve, perfect, maintain or validate the security interest granted to those parties pursuant to this

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Indenture, the Notes and the Security Documents or (ii) enable them to exercise and enforce their rights under this Indenture, the Notes and the Security Documents with respect to such pledges and security interests. In addition, the Trustee and/or Collateral Agent shall have no responsibility or liability (i) in connection with the acts or omissions of the Company in respect of the foregoing or (ii) for or with respect to the legality, validity and enforceability of any security interest created in the Collateral or the perfection and priority of such security interest. BY ACCEPTING A NOTE EACH HOLDER WILL BE DEEMED TO HAVE IRREVOCABLY AGREED TO THE FOREGOING PROVISIONS OF CLAUSES (A) AND (B) OF THIS SECTION 12.01 AND SHALL BE BOUND BY THOSE AGREEMENTS TO THE FULLEST EXTENT PERMITTED BY LAW.

Section 12.02 Security

(a) On the Escrow Release Date, the Company, the Trustee, the Collateral Agent and Restricted Subsidiaries organized in the United States and Canada that guarantee the New Credit Agreement shall enter into the Collateral Agent Agreement and one or more other Security Documents in respect of assets located in the United States or Canada and which can be perfected by the filing of a financing statement under the PPSA or Uniform Commercial Code (as applicable), and defining the terms of the security interests that will secure the Notes and the Guarantees as contemplated therein. On the Escrow Release Date, each other Restricted Subsidiary that has guaranteed the New Credit Agreement shall enter into the Collateral Agent Agreement. In addition to the foregoing, the Company and each such other Restricted Subsidiary shall enter into one or more other Security Documents defining the terms of the security interest that will secure the Notes and the Guarantees contemplated therein within 90 days of the Escrow Release Date (or such longer period as may be agreed to by the Collateral Agent acting pursuant to an Act of Instructing Debtholders). Notwithstanding the foregoing, any Guarantor subject to this clause (a) will provide security in respect of the Notes and the Guarantees, no later than the date on which such Guarantor provides security with respect to the New Credit Agreement.

(b) Other than as set forth in clause (a), within 30 days after the date on which any Restricted Subsidiary becomes a Guarantor hereunder (other than any Guarantor that is subject to the Guarantee Subordination Terms) (or such longer period as may be agreed to by the Collateral Agent acting pursuant to an Act of Instructing Debtholders), the Company shall cause such Guarantor to enter into or join the Collateral Agent Agreement and one or more other Security Documents defining the terms of the security interest that will secure the Notes and the Guarantees. Notwithstanding the foregoing, any Guarantor subject to this clause (b) will provide security in respect of the Notes and the Guarantees, no later than the date on which such Guarantor provides security with respect to the New Credit Agreement.

(c) The Trustee and each Holder, by accepting any Notes and the Guarantees, acknowledges that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other holders of Secured Debt Obligations, and that the Lien granted in the Security Documents relating to the Notes in respect of the Trustee, the Collateral Agent, the Holders and the other holders of Secured Debt Obligations is subject and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder, including with respect to all obligations to perfect any security interest in accordance with the terms of any applicable Security Document.

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Section 12.03 Real Property

(a) By no later than the date that is 90 days after the Escrow Release Date or applicable date on which the applicable Restricted Subsidiary became a Guarantor under this Indenture (or such longer period as may be agreed by the Collateral Agent, acting pursuant to an Act of Instructing Debtholders), the Company shall, or shall cause the applicable Guarantor to (1) execute and deliver to the Collateral Agent, as mortgagee or beneficiary, as applicable, such mortgages or other Security Documents, and any supplements or amendments related thereto, together with evidence satisfactory to the Collateral Agent, which may include an Officer’s Certificate and an Opinion of Counsel, of satisfactory arrangements for the completion of all recordings and filings of such mortgages or other Security Documents in the proper recorders’ offices or appropriate public records (and payment of any taxes or fees in connection therewith) as may be necessary to create a valid, perfected Lien (subject in priority only to Permitted Prior Liens and subject to the terms of the Collateral Agent Agreement), on real property located in the United States with a fair market value of US$10,000,000 or more; and (2) deliver evidence satisfactory to the Collateral Agent that such Liens have been perfected (subject in priority only to Permitted Prior Liens and subject to the terms of the Collateral Agent Agreement).

(b) Notwithstanding anything in this Article 12 to the contrary, none of the Company or any Restricted Subsidiary shall be required to:

(1) grant mortgages or the equivalent over real property or certificates of title in any jurisdiction of the U.S.; provided that, at the option of the administrative agent under the Credit Agreement, such security may be obtained after the aggregate fair market value of such collateral exceeds US$10,000,000 or if an Event of Default has occurred and is continuing;

(2) obtain mortgagee or landlord consents or access agreements; or

(3) provide security over contractual rights (including intellectual property rights or real property leases) that are not assignable or for which security may not be granted without consent from parties to such contracts.

Section 12.04 Relative Rights.

Nothing in the Note Documents shall:

(a) impair, as to the Company and the Holders, the obligation of the Company to pay principal of, premium, if any, and interest on the Notes in accordance with their terms or any other obligation of the Company or any Guarantor; or

(b) affect the relative rights of the Holders as against any other creditors of the Company or any Guarantor (other than holders of Permitted Prior Liens or other Secured Debt Liens in accordance with the terms of the Collateral Agent Agreement).

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Section 12.05 Release of Liens in respect of the Notes

The Collateral Agent’s Liens upon the Collateral will no longer secure the Notes, the Guarantees or any other Obligations under this Indenture, and the right of Holders of such other Obligations to the benefits and proceeds of the Collateral Agent’s Liens on the Collateral will be terminate and be discharged:

(a) upon satisfaction and discharge of this Indenture pursuant to Article 11;

(b) upon a Legal Defeasance or Covenant Defeasance of the Notes pursuant to Article 8;

(c) upon payment in full and Discharge of all Notes outstanding under this Indenture and all other Obligations that are outstanding, due and payable under this Indenture at the time the Notes are paid in full and Discharged;

(d) in whole or in part, with the consent of the Holders of at least 66²⁄₃% of the aggregate principal amount of all Notes then-outstanding; or

(e) in whole or in part, as set forth in the Collateral Agent Agreement.

Section 12.06 Enforcement of Remedies.

Notwithstanding anything to the contrary herein, any enforcement of any Guarantee or any remedies with respect to the Collateral under the Security Documents is subject to the provisions of the Collateral Agent Agreement.

ARTICLE 13

ESCROW MATTERS

Section 13.01 Escrow Account

(a) On the Issue Date, the Company, the Escrow Agent and the Trustee shall enter into the Escrow Agreement, pursuant to which the Company will deposit, or cause to be deposited, the gross proceeds of the offering of the Notes sold on the Issue Date, together with an amount sufficient to fund all interest due on the Notes on the Special Mandatory Redemption Date (assuming the redemption of the Notes will occur on the eighth Business Day following the SMR Outside Date (as defined below)) (collectively and, together with any other property from time to time held by the Escrow Agent in the Escrow Account, the “Escrowed Property”), into an account (the “Escrow Account”) under the control of Escrow Agent by wire transfer of immediately available funds on the Issue Date.

(b) The Escrowed Property will be held in the Escrow Account until the earlier of (i) the Escrow Release following the delivery by the Company to the Escrow Agent and the Trustee of the Officer’s Certificate referred to in Section 13.02 and (ii) the Special Mandatory Redemption Date. The Company will grant the Trustee, for its benefit and the benefit of the Holders, a security interest in the Escrow Account; provided, however, that such lien and security interest shall automatically be released and terminated at such time as the Escrowed Property is released from the Escrow Account on the Escrow Release Date.

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Section 13.02 Release of Escrowed Property

(a) Subject to Section 3.08, the Company shall only be entitled to direct the Escrow Agent to release Escrowed Property (in which case the Escrowed Property will be paid to or as directed by the Company in accordance with the instructions provided in such Officer’s Certificate) (the “Escrow Release”) upon delivery to the Escrow Agent and the Trustee, on or prior to the SMR Outside Date, of an Officer’s Certificate, certifying that (i) the Acquisition has been or, substantially concurrently with the release of the Escrowed Property, will be consummated in all material respects in accordance with the terms of the Merger Agreement (without any material amendment, modification or waiver to the Merger Agreement that is materially adverse to the interests of the Holders) and (ii) the Escrowed Property will be used by the Company in a manner consistent with the “Use of Proceeds” section of the Offering Memorandum. The Escrow Release shall occur immediately following receipt by the Escrow Agent of an Officer’s Certificate certifying to the foregoing (the date of the Escrow Release is hereinafter referred to as the “Escrow Release Date”). Upon the occurrence of the Escrow Release, the Escrow Account shall be reduced to zero and the Escrowed Property shall be paid out in accordance with the Escrow Agreement.

Section 13.03 Trustee Direction to Execute Escrow Agreement

(a) By its acceptance of a Note, each Holder shall be deemed to have authorized and directed the Trustee and the Escrow Agent to enter into and perform its obligations, if any, under the Escrow Agreement.

ARTICLE 14

MISCELLANEOUS

Section 14.01 Notices.

Any notice or communication by the Company, any Guarantor, the Collateral Agent or the Trustee to the others is duly given if in writing in the English language and delivered in Person or by first class mail (registered or certified, return receipt requested), email, facsimile transmission or overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Company or any Guarantor:

Enerflex Ltd.

1331 Macleod Trail S.E.

Suite 904

Calgary, Alberta

Canada, T2G 0K3

Attention: General Counsel

with a copy (which shall not constitute notice) to:

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Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, New York 10019

Attention: [REDACTED]

If to the Trustee:

The Bank of New York Mellon

Corporate Trust Administration

240 Greenwich Street, 7th Floor, New York, New York 10286

Attn.: [REDACTED]

Email: [REDACTED]

If to the Collateral Agent:

Computershare Trust Company of Canada, as Agent

800, 324 - 8th Avenue SW

Calgary, AB T2P 2Z2

Attention: Manager, Corporate Trust

Email: [REDACTED]

The Company, any Guarantor, the Trustee or the Collateral Agent, by notice to the others given in accordance with this Section 14.01, may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by email or facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

Any notice or communication to a Holder will be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar, or in any case where the Depositary or its nominee is the Holder, any notice or communication will be given by the method specified by the Depositary. Failure to give a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders.

If a notice or communication is given in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If the Company give a notice or communication to Holders, they will send a copy to the Trustee and each Agent at the same time.

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Section 14.02 Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Company to the Trustee and/or the Collateral Agent to take any action under this Indenture or the other Note Documents, the Company shall furnish to the Trustee and/or the Collateral Agent, as applicable:

(1) an Officer’s Certificate in form and substance reasonably satisfactory to the Trustee and/or the Collateral Agent, as applicable, (which must include the statements set forth in Section 14.03 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture or the other Note Documents, as applicable, relating to the proposed action have been satisfied; and

(2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee and/or the Collateral Agent, as applicable, (which must include the statements set forth in Section 14.03 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Section 14.03 Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture or the other Note Documents must include:

(1) a statement that the person making such certificate or opinion has read and understood such covenant or condition;

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3) a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

(4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been satisfied.

Section 14.04 Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

Section 14.05 No Personal Liability of Directors, Officers, Employees, Shareholders and Stockholders.

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No director, officer, partner, employee, incorporator, manager, shareholder or stockholder or other owner of Capital Stock of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or any Guarantor under the Notes, this Indenture, the Guarantees or the Security Documents, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

Section 14.06 Governing Law; Jury Trial Waiver.

THE LAWS OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES. EACH OF THE ISSUERS, THE GUARANTORS, THE HOLDERS, THE COLLATERAL AGENT AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.

Section 14.07 Agent for Service; Submission to Jurisdiction; Waiver of Immunities.

By the execution and delivery of this Indenture, the Company (i) hereby irrevocably designates and appoints Enerflex Inc. (and any successor entity), as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to the Notes or this Indenture that may be brought under federal or state securities or other laws, including such suit, action or proceeding brought by the Trustee or Collateral Agent (whether in its individual capacity or in its capacity as Trustee or Collateral Agent, as applicable, hereunder) in any federal or state court located in the State of New York, Borough of Manhattan in The City of New York, and acknowledges that Enerflex Inc. has accepted such designation, (ii) submits to venue and the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon Enerflex Inc. and written notice of said service to it (with a copy to the Company’s General Counsel, as specified in Section 14.01 hereof) shall be deemed in every respect effective service of process upon it in any such suit or proceeding. The Company further documents and instruments, as may be necessary to continue such designation and appointment of Enerflex Inc. in full force and effect so long as this Indenture shall be in full force and effect.

To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under this Indenture and the Notes, to the extent permitted by law.

Section 14.08 No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

159

Section 14.09 Successors.

All agreements of the Company in this Indenture and the Notes will bind its successors. All agreements of the Trustee and the Collateral Agent in this Indenture will bind their respective successors. All agreements of each Guarantor in this Indenture will bind its successors, except as otherwise provided in Section 10.04 hereof.

Section 14.10 Severability.

In case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

Section 14.11 Counterpart Originals; Execution.

The parties may sign any number of copies of this Indenture, and each party hereto may sign any number of separate copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes.

The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Indenture or any document to be signed in connection with this Indenture (including, without limitation, the Notes or the Security Documents, and any Officer’s Certificate) shall be deemed to include electronic signatures, including without limitation, digital signature provided by Docusign (or such other digital signature provider as specified in writing to Trustee by the authorized representative), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature. The Company agrees to assume all risks arising out of the use of using digital signatures and electronic methods to submit communications to Trustee, including without limitation the risk of Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.

Section 14.12 Table of Contents, Headings, etc.

The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions hereof.

Section 14.13 Payment Date Other Than a Business Day.

If any payment with respect to any principal of, premium, if any, on, or interest on, any Note (including any payment to be made on any date fixed for redemption or purchase of any Note) is due on a day which is not a Business Day, then the payment need not be made on such date, but may be made on the next Business Day with the same force and effect as if made on such date, and no interest will accrue for the intervening period.

160

Section 14.14 Evidence of Action by Holders.

Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Notes may take action (including the making of any demand or request, the giving of any direction, notice, consent or waiver or the taking of any other action) the fact that at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with procedures approved by the Trustee, (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders or (d) in the case of Notes evidenced by a Global Note, by any electronic transmission or other message, whether or not in written format, that complies with the Depositary’s applicable procedures.

Section 14.15 U.S.A. Patriot Act.

The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee and the Collateral Agent, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee or the Collateral Agent (as applicable). The parties to this Indenture agree that they will provide the Trustee and the Collateral Agent with such information as it may request in order for the Trustee and the Collateral Agent to satisfy the requirements of the U.S.A. Patriot Act.

Section 14.16 Force Majeure.

In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of god, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Section 14.17 Judgment Currency

The Company agrees to indemnify the recipient of any payment by the Company in respect of this Indenture or the Notes against any loss incurred by such recipient as a result of any judgment or order being given or made against the Company for any amount due hereunder and such judgment or order being expressed and paid in a currency (the “Judgment Currency”) other than United States dollars and as a result of any variation as between (i) the rate of exchange at which the United States dollar amount is converted into the Judgment Currency for the purpose of such judgment or order, and (ii) the rate of exchange in The City of New York at which such party on the date of payment of such judgment or order is able to purchase United States dollars with the amount of the Judgment Currency actually received by such party if such

161

party had utilized such amount of Judgment Currency to purchase United States dollars as promptly as practicable upon such party’s receipt thereof. The foregoing indemnity shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency.

Section 14.18 Note Documents

Reference is hereby made to the Collateral Agent Agreement and other Note Documents. Each Holder, by its acceptance of a Note (a) agrees that it will be bound by and will take no actions contrary to the provisions of the Note Documents and (b) authorizes and instructs the Trustee and the Collateral Agent to enter into the Note Documents and perform its obligations, if any, under the Note Documents to which it is party, as Trustee and the Collateral Agent, as the case may be, and on behalf of such Holder, including the representations of the Holders contained therein.

[Signatures on following pages]

162

SIGNATURES

IN WITNESS WHEREOF, the parties have executed this Indenture as of the date first written above.


ENERFLEX LTD.

By:		[REDACTED]
		[REDACTED]
		[REDACTED]

THE BANK OF NEW YORK MELLON, as
Trustee

By:		[REDACTED]
		[REDACTED]
		[REDACTED]

COMPUTERSHARE TRUST COMPANY OF
CANADA, as Collateral Agent

By:		[REDACTED]
		[REDACTED]
		[REDACTED]

[Signature Page to Indenture]

EXHIBIT

A FORM OF NOTE

[Face of Note]

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the OID Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Canadian Legend, if applicable pursuant to the provisions of the Indenture]

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CUSIP: ²

ISIN: ³

ENERFLEX LTD.

9.000% Senior Secured Notes due 2027


No.		$

Enerflex Ltd., a corporation existing under the laws of Canada, promises to pay to or registered assigns, the principal sum of DOLLARS [or such greater or lesser amount as may be indicated on the attached Schedule of Increases or Decreases in Global Note]³⁴ on October 15, 2027.

Interest Payment Dates: April 15 and October 15, commencing on April 15, 2023 Record Dates: April 1 and October 1

Reference is made to the further provisions of this Note set forth on the reverse hereof, which will for all purposes have the same effect as if set forth in this place.

Dated:

²	Rule 144A Note CUSIP: 29269R AA3 Regulation S Note CUSIP: C3321X AA8

³	Rule 144A Note ISIN: US29269RAA32 Regulation S Note ISIN: USC3321XAA84

⁴	Insert bracketed text for Global Notes.

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ENERFLEX LTD.

By:
		Name:
		Title:

Certificate of Authentication:

This is one of the Notes referred to

in the within-mentioned Indenture:


THE BANK OF NEW YORK MELLON
as Trustee

By:
		Authorized Signatory

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[Reverse of Note]

9.000% Senior Secured Notes due 2027

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

(1) INTEREST. Enerflex Ltd., a corporation existing under the laws of Canada (the “Company”) promises to pay or cause to be paid interest on the principal amount of this Note at 9.000% per annum from October 12, 2022 until October 15, 2027 or such earlier date on which the principal of this Note shall have been paid or duly provided for. The Company will pay interest semi-annually in arrears on April 15 and October 15 of each year, commencing April 15, 2023 (each, an “Interest Payment Date”), or if any such day is not a Business Day, on the next succeeding Business Day. Interest on the Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from October 12, 2022; provided that, if there is no existing Default in the payment of interest, and if this Note is authenticated between a Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date. The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the then applicable interest rate on the Notes to the extent lawful; and they will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period), at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. For the purposes of disclosure under the Interest Act (Canada), and without affecting the interest payable on the Notes, the yearly rate of interest to which any rate of interest payable under the Notes, which is to be calculated on any basis other than a full calendar year, is equivalent may be determined by multiplying the rate by a fraction, the numerator of which is the number of days in the calendar year in which the period for which interest at such rate is payable and the denominator of which is the number of days comprising such other basis.

(2) METHOD OF PAYMENT. The Company will pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders of Notes at the close of business on the April 1 or October 1 (each, a “Record Date”) (in each case, whether or not a Business Day) next preceding the Interest Payment Date, even if such Notes are canceled after such Record Date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. Definitive Notes will be payable as to principal, premium, if any, and interest at the Corporate Trust Office of the Trustee. At the Company’s option, interest on Definitive Notes may be paid at the Corporate Trust Office of the Trustee or by wire or check mailed to the registered address of Holders. The Global Notes registered in the name of, or held by, the Depositary or its nominee will be payable as to principal, premium, if any, and interest in immediately available funds to the Depositary or its nominee, as the case may be, as a registered holder of such Global Note. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

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(3) PAYING AGENT AND REGISTRAR. Initially, The Bank of New York Mellon, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Company may

change the Paying Agent or Registrar without notice to the Holders of the Notes. The Company or any of its Restricted Subsidiaries may act as Paying Agent or Registrar.

(4) INDENTURE. The Company has issued the Notes in an initial aggregate principal amount of $625.0 million under an Indenture dated as of October 12, 2022 (the “Indenture”) among the Company, the Guarantors party thereto, the Trustee and the Collateral Agent. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are secured obligations of the Company. The Indenture does not limit the aggregate principal amount of Notes that may be issued thereunder.

(5) GUARANTEES. The payment of the principal of, and premium, if any, and interest on, the Notes will be unconditionally and irrevocably guaranteed, jointly and severally, by the Guarantors on the terms, to the extent and subject to the conditions and limitations set forth in the Indenture, including provisions for the subordination or release and discharge of the Guarantee of a Guarantor and the other obligations of such Guarantor under the Indenture under certain circumstances.

(6) OPTIONAL REDEMPTION.

(a) The Notes may be redeemed in accordance with Section 3.07 of the Indenture and the other provisions of Article 3 of the Indenture.

(b) Notices of redemption of the Notes will be mailed by first class mail (or sent electronically if the Depositary is the recipient), at least 10 days but not more than 60 days before a redemption date, to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be sent more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture pursuant to Article 8 or 11 thereof or if the redemption date is delayed as described in Section 3.04 of the Indenture. Notes and portions of Notes selected will be in minimum amounts of $2,000 or whole multiples of $1,000 in excess thereof; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder shall be redeemed.

(7) SPECIAL MANDATORY REDEMPTION

(a) Prior to the Escrow Release Date, the Company is required to make a Special Mandatory Redemption of the Notes in the event of a Special Mandatory Redemption Event pursuant to Section 3.08 of the Indenture.

(b) Notice of a Special Mandatory Redemption of the Notes will be sent electronically to each Holder, with a copy to the Trustee and the Escrow Agent, within three Business Days after the occurrence of a Special Mandatory Redemption Event, and such notice shall specify a redemption date that is no later than five Business Days and no sooner than two Business Days from the date such notice is sent electronically.

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(8) NO SINKING FUND.

Except as described in Section 7 above and Section 8 below, the Company is not required to make any mandatory redemption, mandatory repurchase or sinking fund payments with respect to the Notes or to repurchase the Notes at the option of Holders. The Company may, at its option and from time to time, acquire Notes by means other than a redemption, whether by tender offer, in open market purchases, through negotiated transactions or otherwise, in accordance with applicable securities laws.

(9) REPURCHASE AT THE OPTION OF HOLDER.

(a) If a Change of Control Triggering Event occurs, unless the Company has previously or concurrently electronically delivered or mailed a redemption notice with respect to all of the outstanding Notes as described in Article 3 of the Indenture, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest on the Notes repurchased to the date of payment (the “Change of Control Payment Date”), subject to the right of Holders of Notes on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Payment Date. Within 60 days following any Change of Control Triggering Event, unless Company has previously or concurrently electronically delivered or mailed a redemption notice with respect to all of the outstanding Notes as described in Article 3, the Company will send a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 20 Business Days and no later than 60 days from the date such notice is sent (subject to extension in the case where such notice is mailed or otherwise delivered prior to the occurrence of the Change of Control), pursuant to the procedures required by the Indenture and described in such notice.

(b) When the aggregate amount of Excess Proceeds exceeds $35.0 million, the Company will make an offer (an “Asset Sale Offer”) to all Holders of Notes and, at its option, all holders of Priority Debt, and Indebtedness that is secured by a Permitted Prior Lien and any other Parity Debt (subject to proration in the event of over-subscription) the maximum principal amount of Notes and such Priority Debt or any Indebtedness secured by a Permitted Prior Lien and/or any other Parity Debt (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith including any Additional Amounts) that may be purchased or redeemed out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest, if any, to, but not including, the date of settlement, subject to the right of Holders on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the date of settlement, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company or any of its Restricted Subsidiaries may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other Priority Debt,

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any Indebtedness secured by a Permitted Prior Lien and/or any other Parity Debt tendered into (or to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, the Excess Proceeds will be allocated among the Notes and any such Priority Debt, other Priority Obligations, any Indebtedness secured by a Permitted Prior Lien and/or any other Parity Debt to be purchased, prepaid or redeemed on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Definitive Notes that are the subject of an Asset Sale Offer will receive an Asset Sale Offer from the Company prior to any related date of settlement and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

(10) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of Notes. No service charge will be imposed by the Company, the Trustee or the Registrar for any registration of transfer or exchange of Notes but Holders will be required to pay any transfer tax or similar governmental charge payable in connection therewith. The Company is not required to exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company is not required to exchange or register the transfer of any Notes for a period of 15 days before the mailing (or, if not mailed, other transmittal) of a notice of redemption of Notes or during the period between a Record Date and the next succeeding Interest Payment Date.

(11) PERSONS DEEMED OWNERS. The Holder of a Note may be treated as the owner of it for all purposes. Only Holders have rights under the Indenture.

(12) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Note Documents and the Escrow Agreement may be amended or supplemented with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, voting as a single class, and any existing Default or Event of Default or compliance with any provision of the Note Documents may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes), voting as a single class. Without the consent of any Holder of Notes, the Note Documents and the Escrow Agreement may be amended or supplemented to cure any ambiguity, defect or inconsistency or for any of the other purposes set forth in Section 9.01 of the Indenture.

(13) EVENTS OF DEFAULTS. If an Event of Default shall occur and be continuing, the principal of and accrued and unpaid interest on the Notes may be declared due and payable in the manner and with the effect provided in the Indenture.

(14) TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company, the Guarantors or their Affiliates, and may otherwise deal with the Company, the Guarantors or their Affiliates, as if it were not the Trustee.

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(15) NO RECOURSE AGAINST OTHERS. No director, officer, partner, employee, incorporator, manager, shareholder or stockholder or other owner of Capital Stock of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or any Guarantor under the Note Documents, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

(16) AUTHENTICATION. This Note will not be valid until authenticated by the manual, facsimile or other electronic signature of the Trustee or an authenticating agent.

(17) ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

(18) CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption, and reliance may be placed only on the other identification numbers placed thereon.

(19) ESCROW AGREEMENT; NOTE DOCUMENTS. Each Holder, by accepting a Note, shall be deemed to have consented and agreed to the terms of the Escrow Agreement and the Note Documents and the performance by the Trustee and the Collateral Agent of their respective obligations and exercise of their applicable rights thereunder and in connection therewith.

(20) GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE GUARANTEES.

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

Enerflex Ltd.

1331 Macleod Trail S.E. Suite 904

Calgary, Alberta Canada, T2G 0K3

Attention: General Counsel

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:

(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s address and zip code)

and irrevocably appoint as agent to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Date:


Your Signature:
(Sign exactly as your name(s) appear(s) on the face of this Note)

Signature Guarantee*:

*	Signature must be guaranteed by a participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A-9

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 (Asset Sales) or 4.15 (Offer to Repurchase Upon Change of Control) of the Indenture, check the appropriate box below:

☐ Section 4.10 ☐ Section 4.15

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to have purchased:

Date:


Your Signature:
(Sign exactly as your name(s) appear(s) on the face of this Note)

Tax Identification No.:

Signature Guarantee*:

*	Signature must be guaranteed by a participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A-10

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE⁵

The initial principal amount of this Global Note is $[ ● ]. The following increases or decreases in this Global Note have been made:

Date

Amount of

decrease in

Principal

Amount of this

Global Note

Amount of

increase in

Principal

Amount of this

Global Note

Principal
Amount of this
Global Note
following such
decrease (or
increase)

Signature of
authorized
signatory of
Trustee or
Custodian

⁵	This schedule should be included only if the Note is a Global Note.

A-11

EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

Enerflex Ltd.

1331 Macleod Trail S.E.

Suite 904

Calgary, Alberta

Canada, T2G 0K3

The Bank of New York Mellon, as Trustee

Corporate Trust Administration

240 Greenwich Street, 7th Floor, New York, New York 10286

Attention: [REDACTED]

Email: [REDACTED]

Re:

9.000% Senior Secured Notes due 2027

Reference is hereby made to the Indenture, dated as of October 12, 2022 (the “Indenture”), among Enerflex Ltd., a corporation existing under the laws of Canada (the “Company”), the Guarantors party thereto, The Bank of New York Mellon, as trustee (the “Trustee”), and Computershare Trust Company of Canada, as collateral agent (the “Collateral Agent”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

, (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $ in such Note[s] or interests (the “Transfer”), to (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1. ☐ Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Restricted Definitive Note pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A, and such Transfer (i) is in compliance with any applicable blue sky securities laws of any state of the United States and, (ii) if such Transfer is to a Person in Canada or to or for the benefit of a resident of Canada, is exempt from, or not subject to, the Canadian Prospectus Requirement. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act.

B-1

2. ☐ Check if Transferee will take delivery of a beneficial interest in the Regulation S Global Note or a Restricted Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed, in the case of a transfer pursuant to Rule 903 of Regulation S, in, on or through a physical trading floor on an established foreign securities exchange that is located outside the United States, or, in the case of a transfer pursuant to Rule 904 of Regulation S, in, on or through the facilities of a designated offshore securities market and, in each case, neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act, (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an initial purchaser of the Notes listed in the Offering Memorandum) and, in the case of a Global Note, upon completion of the transfer, the beneficial interest being transferred will be held with DTC through Euroclear or Clearstream or both and, (v) if such Transfer is to a Person in Canada or to or for the benefit of a resident of Canada, is exempt from, or not subject to, the Canadian Prospectus Requirement. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act.

3. ☐ Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or an Unrestricted Definitive Note.

(a) ☐ Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States, (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and, (iii) if such Transfer is to a Person in Canada or to or for the benefit of a resident of Canada, is exempt from, or not subject to, the Canadian Prospectus Requirement. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

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(b) ☐ Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States, (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and, (iii) if such Transfer is to a Person in Canada or to or for the benefit of a resident of Canada, is exempt from, or not subject to, the Canadian Prospectus Requirement. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(c) ☐ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States, (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and, (iii) if such Transfer is to a Person in Canada or to or for the benefit of a resident of Canada, is exempt from, or not subject to, the Canadian Prospectus Requirement. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

B-3

This certificate and the statements contained herein are made for your benefit.


		[Insert Name of Transferor]

By:
		Name:
		Title:


Dated:

B-4

ANNEX A TO CERTIFICATE OF TRANSFER

The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a)

☐ a beneficial interest in the:

(i)

☐ 144A Global Note (CUSIP 29269R AA3), or

(ii)

☐ Regulation S Global Note (CUSIP C3321X AA8), or

(b)

☐ a Restricted Definitive Note.

After the Transfer the Transferee will hold:

[CHECK ONE]

(c)

☐ a beneficial interest in the:

(i)

☐ 144A Global Note (CUSIP 29269R AA3), or

(ii)

☐ Regulation S Global Note (CUSIP C3321X AA8), or

(d)

☐ a Restricted Definitive Note; or

(e)

☐ an Unrestricted Definitive Note,

in accordance with the terms of the Indenture.

B-5

EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

Enerflex Ltd.

1331 Macleod Trail S.E.

Suite 904

Calgary, Alberta

Canada, T2G 0K3

The Bank of New York Mellon, as Trustee

Corporate Trust Administration

240 Greenwich Street, 7th Floor, New York, New York 10286

Attention: [REDACTED]

Email: [REDACTED]

Re: 9.000% Senior Secured Notes due 2027

(CUSIP [ ● ])

, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

1. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note

(a) ☐ Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

C-1

(b) ☐ Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(c) ☐ Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(d) ☐ Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes

(a) ☐ Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

C-2

(b) ☐ Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] ☐ 144A Global Note, ☐ Regulation S Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

This certificate and the statements contained herein are made for your benefit.


[Insert Name of Transferor]

By:
		Name:
		Title:

Dated:

C-3

EXHIBIT D

FORM OF CERTIFICATE FROM

ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Enerflex Ltd.

1331 Macleod Trail S.E.

Suite 904

Calgary, Alberta Canada, T2G 0K3

Attention: General Counsel

The Bank of New York Mellon, as Trustee

Corporate Trust Administration

240 Greenwich Street, 7th Floor, New York, New York 10286

Attention: [REDACTED]

Email: [REDACTED]

Re:

9.000% Senior Secured Notes due 2027

In connection with our proposed purchase of $ aggregate principal amount of:

(a)

☐ a beneficial interest in a Global Note, or

(b)

☐ a Definitive Note,

we confirm that:

1. We understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended (the “Securities Act”).

2. We understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we will do so only (A) to the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein),

D-1

(C) to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you a signed letter substantially in the form of this letter and, if such transfer is in respect of a principal amount of Notes at the time of transfer of less than $250,000, an Opinion of Counsel in form reasonably acceptable to you to the effect that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144 under the Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any Person purchasing the Definitive Note or beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein.

3. We understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you such certifications, legal opinions and other information as you may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased by us will bear a legend to the foregoing effect.

4. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment.

5. We are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion.

You are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.


[Insert Name of Accredited Investor]

By:
		Name:
		Title:

Dated:

D-2

EXHIBIT E

FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS

THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of , is among (the “New Guarantor”), a , Enerflex Ltd., a corporation existing under the laws of Canada (the “Company”), and The Bank of New York Mellon, as trustee under the Indenture referred to below (the “Trustee”) and Computershare Trust Company of Canada, as collateral agent under the Indenture referred to below (the “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of October 12, 2022, providing for the issuance of 9.000% Senior Secured Notes due 2027 (the “Notes”) of the Company;

WHEREAS, the Indenture provides that under certain circumstances the New Guarantor shall execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and therein (the “Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee, the Collateral Agent and the Company are authorized to execute and deliver this Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. AGREEMENT TO GUARANTEE. The New Guarantor hereby jointly and severally with other Guarantors, unconditionally guarantees all of the Company’s Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article 10 of the Indenture and agrees to be bound by (and the New Guarantor shall be entitled to the benefits of) all other provisions of the Indenture applicable to a Guarantor.

3. NO RECOURSE AGAINST OTHERS. No director, officer, partner, employee, incorporator, manager, shareholder or stockholder or other owner of Capital Stock of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or any Guarantor under the Notes, the Indenture or the Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

4. NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

E-1

5. COUNTERPARTS. The parties may sign (by manual, facsimile or other electronic signature) any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

7. THE TRUSTEE AND COLLATERAL AGENT. Neither the Trustee nor the Collateral Agent shall be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the New Guarantor, the other Guarantors and the Company.

8. 6[LIMITATIONS ON GUARANTOR LIABILITY.]

(a) [Swiss Guarantors. Each Guarantee granted hereby by any New Guarantor that is organized under the laws of Switzerland (a “Swiss Guarantor”) shall be limited by the following provisions:

(1) Notwithstanding any other provision to the contrary, the obligations and liabilities of a Swiss Guarantor under this Indenture or any other Note Document, if and to the extent a guarantee or security granted, indemnity or other obligation assumed by a Swiss Guarantor under this Indenture or any other Note Document guarantees or secures obligations of any of its (direct or indirect) parent companies (upstream security) or sister companies (cross-stream security) (the “Upstream or Cross-Stream Secured Obligations”) and if and to the extent using the proceeds from the enforcement of such guarantee, security, indemnity or other obligation to discharge the Upstream or Cross- Stream Secured Obligations would be unlawful under Swiss corporate law (inter alia, prohibiting capital repayments or violation of the legally protected reserves (gesetzlich geschützte Reserven) at such time, the proceeds from the enforcement of such guarantee, security, indemnity or other obligation to be used to discharge the Upstream or Cross- Stream Secured Obligations shall be limited to the maximum amount of such Swiss Guarantor’s freely disposable shareholder equity at the time of enforcement (the “Maximum Amount”)); provided that such limitation is required under the applicable Swiss corporate law at that time; provided, further, that such limitation shall not free that Swiss Guarantor from its obligations in excess of the Maximum Amount, but merely postpone the performance date of those obligations until such time or times as performance is again permitted under then applicable Swiss corporate law. This Maximum Amount of freely disposable shareholder equity shall be determined in accordance with Swiss law and applicable Swiss accounting principles.

(2) In respect of Upstream or Cross-Stream Secured Obligations, each Swiss Guarantor shall, as concerns the proceeds resulting from the enforcement of any guarantee or security granted or indemnity or other obligation assumed by such Swiss

⁶	To be inserted when Guarantors from certain jurisdictions are to be included.

E-2

Guarantor under this Indenture or any other Note Document, if and to the extent required by applicable law in force at the relevant time:

(A) procure that such enforcement proceeds can be used to discharge Upstream or Cross-Stream Secured Obligations without withholding or deduction of tax imposed under the Swiss Federal Act on Withholding Tax of 13 October 1965 (Bundesgesetz über die Verrechnungssteuer), together with the related ordinances, regulations and guidelines, all as amended and applicable from time to time (“Swiss Withholding Tax”) by discharging the liability to such tax by notification pursuant to applicable law (including double tax treaties) rather than payment of the tax;

(B) if the notification procedure pursuant to sub-clause (A) above does not apply and subject to clause (3) below, deduct the Swiss Withholding Tax at such rate (currently 35% at the date of this Indenture) as is in force from time to time from any such enforcement proceeds used to discharge Upstream or Cross- Stream Secured Obligations, and pay, without delay, any such taxes deducted to the Swiss authority responsible for levying Swiss Federal Withholding Tax (“Swiss Federal Tax Administration”);

(C) notify the Collateral Agent that such notification or, as the case may be, deduction has been made, and provide the Collateral Agent with evidence that such a notification of the Swiss Federal Tax Administration has been made or, as the case may be, such taxes deducted have been paid to the Swiss Federal Tax Administration; and

(D) in the case of a deduction of Swiss Withholding Tax,

(i) use its reasonable efforts to ensure that any person, that is entitled to a full or partial refund of the Swiss Withholding Tax deducted from such enforcement proceeds, will, as soon as possible after such deduction request a refund of the Swiss Withholding Tax under applicable law (including tax treaties), and pay to the Collateral Agent upon receipt any amount so refunded; and

(ii) if the Collateral Agent, the Trustee or any Holder of Notes is entitled to a full or partial refund of the Swiss Withholding Tax deducted from such payment, and if requested by the Collateral Agent, the Trustee or such Holder of Notes, shall provide that Collateral Agent, the Trustee or the respective Holder of Notes those documents that are required by law and applicable tax treaties to be provided by the payer of such Tax to prepare a claim for refund of Swiss Withholding Tax.

(3) If a Swiss Guarantor is required to deduct Swiss Withholding Tax pursuant to clause (2)(B) above at the time the Collateral Agent is enforcing security interests granted by the Swiss Guarantor, the Collateral Agent shall deduct from the proceeds received from the enforcement of such security interests the Swiss Withholding

E-3

Tax at such rate (35% at the date of this Indenture) as is in force from time to time and shall pay without delay, any such taxes deducted to the Swiss Federal Tax Administration;

(4) If a Swiss Guarantor is obliged to withhold Swiss Withholding Tax in accordance with clause (2) above, the Collateral Agent shall be entitled to further enforce the guarantee or security granted or indemnity or other obligation assumed by such Swiss Guarantor under this Indenture or any other Note Document and/or further apply proceeds therefrom against Upstream or Cross-Stream Secured Obligations up to an amount which is equal to that amount which would have been obtained if no withholding of Swiss Withholding Tax were required, whereby such further enforcements/applications of proceeds shall always be limited to the maximum amount of the freely distributable capital of such Swiss Guarantor as set out in clause (1) above.

(5) If and to the extent requested by the Collateral Agent or if and to the extent required under Swiss mandatory law applicable at the relevant time, in order to allow the Collateral Agent, the Trustee or the Holder of Notes to obtain a maximum benefit under the guarantee or security granted or indemnity or other obligation assumed by such Swiss Guarantor, such Swiss Guarantor shall, and any parent company of such Swiss Guarantor being a party to this Indenture shall procure that such Swiss Guarantor will, promptly take and promptly cause to be taken any action, including the following:

(A) the passing of any shareholders’ resolutions or quotaholders’ resolutions, as the case may be, to approve the use of the enforcement proceeds, which may be required as a matter of Swiss mandatory law in force at the time of the enforcement of the Upstream or Cross-Stream Secured Obligations in order to allow a prompt use of the enforcement proceeds;

(B) preparation of up-to-date audited balance sheet of that Swiss Guarantor;

(D) conversion of restricted reserves into profits and reserves freely available for the distribution as dividends (to the extent permitted by mandatory Swiss law);

(E) revaluation of hidden reserves (to the extent permitted by mandatory Swiss law);

(F) to the extent permitted by applicable law and Swiss accounting standards, write-up or realize any of its assets that are shown in its balance sheet with a book value that is significantly lower than the market value of the assets, in case of realization, however, only if such assets are not necessary for the that respective Swiss Guarantor’s business (nicht betriebsnotwendig); and

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(G) all such other measures necessary or useful to allow such Swiss Guarantor to use enforcement proceeds as agreed hereunder with a minimum of limitations.]

(b) [Bahraini Guarantor. With respect to the New Guarantor organized under the laws of Bahrain (the “Bahraini Guarantor”), without prejudice to the nature of this Guarantee as a continuing guarantee for all obligations and liabilities of the Company under the Indenture, the liability of the Bahrain Guarantor under this Guarantee shall not exceed, at any time, the aggregate amount of Obligations outstanding under the Notes. The Bahraini Guarantor expressly agrees (and waives any right it may have to argue to the contrary) and irrevocably acknowledges that the Trustee may make a demand under the Guarantee by the Bahraini Guarantor even after the expiration of three months from the date on which the Bahraini Guarantor has sent a notification to the Agent under Article 753 of Law No. 19 of 2001 promulgating the Bahrain Civil Code, as amended (“Bahrain Civil Code”) that the provisions of Article 753 of the Bahrain Civil Code are not applicable to the Guarantee by the Bahraini Guarantor and waives any rights it may have under Article 753.]

(c) [Colombian Guarantor. If the Guarantee granted by a New Guarantor organized under the laws of Colombia (a “Colombian Guarantor”) is enforced, the Colombian Guarantor shall file the relevant foreign exchange forms with the Colombian Central Bank in order to register a foreign indebtedness and the relevant payments pursuant to the enforcement of such Guarantee.]

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

Dated:


[NEW GUARANTOR]

By:
		Name:
		Title:

ENERFLEX LTD.

By:
		Name:
		Title:

THE BANK OF NEW YORK MELLON as TRUSTEE

By:
		Authorized Signatory

COMPUTERSHARE TRUST COMPANY OF CANADA as COLLATERAL AGENT

By:
		Authorized Signatory

E-6

Exhibit F

EXHIBIT F

GUARANTEE SUBORDINATION TERMS

1.	Certain Defined Terms

Capitalized terms used but not defined in this Exhibit F have the respective meanings set forth in the Indenture.

“Agent” means, for purposes of this Exhibit F, Royal Bank of Canada, a Canadian chartered bank, as administrative agent under the New Credit Agreement and includes any successor administrative agent under the New Credit Agreement.

“Borrower” means any one of the Company, Enerflex US Holdings Inc., a corporation existing under the laws of Delaware, and the Enerflex Australasia Holdings Pty Ltd., a corporation existing under the laws of Australia.

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

(a)

indebtedness for borrowed money;

(b)

obligations for the repayment of bankers’ acceptances (including payment and reimbursement obligations in respect thereof);

(c)

obligations with respect to: (i) letters of credit and letters of guarantee supporting obligations which would otherwise constitute Debt within the meaning of this definition or indemnities issued in connection therewith; and (ii) the reimbursement of drawings under all other letters of credit and letters of guarantee;

(d)

obligations under guarantees, indemnities, assurances, legally binding comfort letters or other contingent obligations for the repayment of indebtedness or other obligations of any other person which would otherwise constitute Debt within the meaning of this definition and all other obligations incurred for the purpose of or having the effect of providing financial assistance to another person for the repayment of such indebtedness or such other Debt obligations, including, without limitation, endorsements of bills of exchange (other than for collection or deposit in the ordinary course of business);

(e)

(i) all indebtedness representing the deferred purchase price of any property to the extent that such indebtedness is or remains unpaid after the expiry of the customary time period for payment (excluding current accounts payable to trade creditors in the ordinary course of business, so long as the same are not outstanding longer than is customary in X’s or the applicable Subsidiary’s business), provided however that such time period shall in no event exceed 90 days, and (ii) all obligations created or arising under any conditional sales agreement or other title retention agreement;

F-1

(f)

all Finance Lease Obligations, except for those obligations relating to (i) leases of office space or (ii) Operating Leases;

(g)

all other long term obligations (including the current portion thereof) upon which interest charges are customarily paid prior to default;

(h)

Prepaid Obligations, except for Prepaid Obligations incurred in the ordinary course of business; and

(i)

all indebtedness of other persons secured by a Security Interest on any asset, whether or not such indebtedness is assumed thereby; provided that the amount of such indebtedness shall be the lesser of (i) the fair market value of such asset at such date of determination, and (ii) the amount of such indebtedness recorded as a liability in accordance with generally accepted accounting principles,

but shall exclude for greater certainty (without any inference that their exclusion could be interpreted as such comprising Debt, but for such exclusion) each of the following, determined (as required) in accordance with generally accepted accounting principles:

(a)

mark to market amounts under Financial Instrument Obligations; and

(b)

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

(c)

current taxes payable and future taxes;

(d)

dividends or other equity distributions payable; and

(e)

accrued interest not yet due and payable,

provided that, unless otherwise expressly provided or the context otherwise requires, references herein to “Debt” shall be and shall be deemed to be references to Debt of the Canadian Borrower and its Subsidiaries (other than any Project Finance SPV (as defined in the New Credit Agreement)).

“Excluded Assets” means, for purposes of this Exhibit F, any assets of a Guarantor which are excluded from the Security for any of the following reasons:

(a)

the granting of a Security Interest over such assets is prohibited by any law, rule, statute or regulation of the applicable jurisdiction;

(b)

such Guarantor is contractually prohibited from granting a Security Interest over such assets (excluding any contractual prohibition in the Enerflex NPA or in any other agreement or instrument which relates to Debt); provided such contract was not entered into in contemplation and for purposes of avoiding such Guarantor’s obligation to otherwise grant the Security Interest contemplated hereby; or

F-2

(c)

the cost of granting a Security Interest over such assets would be materially and disproportionately greater than the benefit to the lenders under the New Credit Agreement of obtaining such Security Interest, as determined by the Agent in writing, acting reasonably, following consultation with the Company;

provided that if part (a) or (b) above applies, the Company shall use commercially reasonable efforts to obtain any requisite third party consents or approvals, and to provide for the grant of Security Interest in a manner that complies with the applicable laws, rules, statute or regulation, in each case, in order to negate any applicable restriction in those circumstances where it would be reasonable and customary to do so, as determined by the Agent in writing, acting reasonably, following consultation with the Company.

“Finance Lease” any lease or other arrangement (whether entered into before or after the effective date of IFRS 16) providing for the right of the lessee (or the analogous person) thereunder to use property, real or personal, moveable or immovable (whether or not such lease or other arrangement is intended as security) and which would have been classified as a capital lease in accordance with generally accepted accounting principles as in effect immediately prior to the effective date of IFRS 16.

“Finance Lease Obligations” means, for purposes of this Exhibit F, at any time with respect to any person, the amount of the lessee’s obligations under Finance Leases which are required to be shown as a liability on the consolidated balance sheet of such person in accordance with applicable generally accepted accounting principles (as specified in the definition of Finance Lease)

“Guarantee Subordination Terms” has the meaning set forth in Section 2.1(a). “Loan Party” means any Secured Loan Party or Subordinated Guarantor.

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

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

F-3

“Secured Loan Party” means, as determined at any time, a Borrower or Guarantor that has (x) guaranteed the Senior Secured Obligations and (y) granted valid and enforceable Security Interests to the Collateral Agent over all or substantially all of its assets (except any Excluded Assets) pursuant to the Security; and “Secured Loan Parties” means all of them.

“Security” means, collectively, the debentures, charges, debenture pledge agreements, pledge agreements, assignments, security trust agreements, mortgage agreements, chattel mortgage agreement and other security agreements executed and delivered to the Collateral Agent or the Agent, or required to be executed and delivered to the Collateral Agent or the Agent, by any of the Borrowers and the Guarantors pursuant to the New Credit Agreement and/or the Collateral Agent Agreement.

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

(a)

deposits or transfers of cash, marketable securities or other financial assets under any agreement or arrangement whereby such cash, securities or assets may be withdrawn, returned or transferred only upon fulfilment of any condition as to the discharge of any other indebtedness or other obligation to any creditor;

(b)

(i) rights of set-off or (ii) any other right of or arrangement of any kind with any creditor which, in the case of either (i) or (ii), are made, created or entered into, as the case may be, for the purpose of or having the effect (directly or indirectly) of (A) securing Debt, (B) preferring some holders of Debt over other holders of Debt or (C) having the claims of any creditor be satisfied prior to the claims of other creditors with or from the proceeds of any properties, assets or revenues of any kind now owned or later acquired (other than, with respect to any of the foregoing in this part (b), (x) non-consensual rights of set-off granted or arising under applicable law and (y) consensual rights of set-off granted or arising in the ordinary course of business and not with respect to any Debt);

(c)

the rights of lessors under Finance Leases but excluding, for certainty, the rights of lessors under Operating Leases; and

(d)

absolute assignments of accounts receivable.

“Senior Debt” means all present or future Senior Secured Obligations which may become owing from time to time by a Subordinated Guarantor to any or all of the Senior Secured Parties.

“Senior Event of Default” means an event of default (or equivalent) under the New Credit Agreement.

“Senior Guarantee” means a guarantee of the Senior Secured Obligations by a Subordinated Guarantor.

F-4

“Senior Secured Obligations” means the “Secured Obligations” as defined in the New Credit Agreement.

“Senior Secured Parties” means the “Secured Parties” as defined in the Credit Agreement.

“Subordinated Debt” means all present or future amounts which may become payable from time to time by a Subordinated Guarantor to any or all of the Trustee and the Holders under the Subordinated Guarantee of such Subordinated Guarantor; provided that, for clarity, the payment obligations of the Company under the Notes and the payment obligations of a Secured Loan Party under its guarantee of the Notes will, in each case, not be subject to the Guarantee Subordination Terms.

“Subordinated Event of Default” means an “Event of Default” as defined in the Indenture.

“Subordinated Guarantee” means a Guarantee of the Notes by a Subordinated Guarantor pursuant to Article 10 of the Indenture.

“Subordinated Guarantor” means, as determined at any time, a Guarantor that (a) has guaranteed the Notes pursuant to a Subordinated Guarantee, (b) has guaranteed the Senior Secured Obligations pursuant to a Senior Guarantee and (c) is not a Secured Loan Party.

2.	Agreement to Subordinate

(a) Notwithstanding anything to the contrary in the Subordinated Guarantee, all Subordinated Debt is hereby expressly subordinated in right of payment, to the extent and in the manner provided in this Exhibit F (collectively, the “Guarantee Subordination Terms”):

(1) Upon and during the continuance of any Senior Event of Default, then, unless and until such Senior Event of Default shall have been rescinded, cured or waived: (x) all Subordinated Debt shall be subordinate and junior in right of payment to all Senior Debt; and (y) any payments received by the Trustee or the Holders from any Subordinated Guarantor of any Subordinated Debt in contravention of the foregoing conditions shall be held in trust for the benefit of the Senior Secured Parties to the extent of the Senior Debt and promptly paid over to the Agent; provided, however, that any Subordinated Guarantor may pay its Subordinated Debt without regard to the foregoing if such Subordinated Guarantor and the Trustee receive written notice approving such payment from the Agent under the New Credit Agreement with respect to which a Senior Event of Default has occurred and is continuing; provided, further, that, effective upon a Subordinated Guarantor becoming a Secured Loan Party, the subordination provisions in this Section 2 shall cease to apply to such Subordinated Guarantor and, reasonably promptly after such change in designation (and in any event within 10 Business Days thereof), the Company shall deliver to the Trustee (with a copy to the Agent) an Officer’s Certificate in form reasonably satisfactory to the Trustee confirming that such Subordinated Guarantor has become a Secured Loan Party.

F-5

(2) In the event that, notwithstanding the foregoing, a Subordinated Guarantor shall make any payment in respect of its Subordinated Debt in such circumstances, then unless and until such Senior Event of Default shall have been rescinded, cured or waived, such payments shall be held in trust by the Trustee or the Holders for the benefit of, and shall be paid over to, the Agent, for application to the payment of all Senior Secured Obligations remaining unpaid until all Senior Secured Obligations shall have been paid in full, after giving effect to any concurrent payment or distribution to the Senior Secured Parties.

(3) Upon any distribution of assets of a Subordinated Guarantor on any dissolution, winding-up, total liquidation or reorganization of such Subordinated Guarantor (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of such Subordinated Guarantor or otherwise):

(A) any payment or distribution of assets of such Subordinated Guarantor of any kind or character, whether in cash, property or securities, to which the Trustee and the Holders would be entitled except for the provisions hereof, shall be paid by the liquidating trustee or agent or other person making such payment or distribution whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the Senior Secured Parties or their agents, as their respective interests may appear, to the extent necessary to pay in full in cash all Senior Secured Obligations remaining unpaid after giving effect to any concurrent payment or distribution to the Senior Secured Parties; and

(B) in the event that, notwithstanding the foregoing, any payment or distribution of assets of such Subordinated Guarantor of any kind or character, whether in cash, property or investment property, shall be received by the Trustee or the Holders before all Senior Secured Obligations are paid in full, such payment or distribution shall be held in trust by the Trustee or the Holders for the benefit of and shall be paid over to the Agent for application to the payment of all Senior Secured Obligations remaining unpaid until all Senior Secured Obligations shall have been paid in full after giving effect to any concurrent payment or distribution to the Senior Secured Parties.

Upon any distribution of assets of a Subordinated Guarantor referred to in this Section 2, the Trustee shall be entitled to rely upon a certificate of the liquidating trustee or agent or other person making any distribution to the Trustee for the purpose of ascertaining the persons entitled to participate in such distribution, the Senior Secured Parties and other Debt of such Subordinated Guarantor, the amount thereof or payable thereon, the amount paid or distributed thereon and all other facts pertinent thereto or to this Section 2.

(4) So long as any Senior Secured Obligations remain outstanding, each of the Subordinated Guarantor and the Trustee hereby acknowledge and agree that the Senior Secured Parties will be entitled to all of the rights and benefits of these Guarantee Subordination Terms.

F-6

(b) The Guarantee Subordination Terms are for the benefit of and enforceable by the Senior Secured Parties. Subordinated Debt of a Subordinated Guarantor shall in all respects rank pari passu in right of payment with all existing and future Debt (except Senior Debt) of such Subordinated Guarantor and shall be senior in right of payment to all existing and future obligations of such Subordinated Guarantor which are subordinated in right of payment to its Subordinated Debt; and only Senior Debt of such Subordinated Guarantor shall rank senior in right of payment to Subordinated Debt of such Subordinated Guarantor in accordance with the Guarantee Subordination Terms set forth herein. All provisions of this Section 2 shall be subject to Section 10 below.

(c) In relation to any Subordinated Loan Party incorporated under the laws of the Netherlands, the agreement to subordinate as set out in this Section 2 constitutes an agreement on ranking within the meaning of Section 3:277(2) of the Netherlands Civil Code.

Demand for Payment

If payment of the Subordinated Debt is accelerated because of a Subordinated Event of Default and a demand for payment is made on a Subordinated Guarantor pursuant to the Subordinated Guarantee, the Company or such Subordinated Guarantor will promptly notify the Agent of such demand; provided that any failure to give such notice shall have no effect whatsoever on the Guarantee Subordination Terms. If any Senior Secured Obligations are outstanding, such Subordinated Guarantor cannot pay any of its Subordinated Debt until at least five Business Days after the Agent under the New Credit Agreement receives notice of such acceleration and, thereafter, may only pay its Subordinated Debt if the Guarantee Subordination Terms otherwise permits such payment at that time.

Subrogation

After all Senior Secured Obligations are paid in full and until the Subordinated Debt is paid in full, Holders shall be subrogated to the rights of holders of Senior Debt to receive distributions applicable to Senior Debt. A distribution made to the Senior Secured Parties pursuant to these Guarantee Subordination Terms which otherwise would have been made to the Holders is not, as between the relevant Subordinated Guarantor and Holders, a payment by such Subordinated Guarantor on its Subordinated Debt or on the Notes.

Relative Rights

This Section 5 defines the relative rights of Holders and holders of the Senior Debt of a Subordinated Guarantor. Nothing in the Indenture shall:

(a) impair, as between such Subordinated Guarantor and the Holders, the obligation of such Subordinated Guarantor, which is absolute and unconditional, to make payments under its Subordinated Debt in accordance with the Indenture and its Subordinated Guarantee;

(b) prevent the Trustee or any Holder from exercising its available remedies upon a default by such Subordinated Guarantor under its payment obligations with respect to its Subordinated Guarantee, subject to the rights of holders of the Senior Debt of such Subordinated Guarantor to receive payments or distributions otherwise payable to the Holders and such other rights of the Senior Secured Parties as set forth herein; or

F-7

(c) affect the relative rights of the Holders and creditors of such Subordinated Guarantor other than their rights in relation to holders of the Senior Debt of such Subordinated Guarantor.

Subordination May Not Be Impaired by a Subordinated Guarantor

No right of any holder of the Senior Debt of a Subordinated Guarantor to enforce the subordination of the Subordinated Debt of such Subordinated Guarantor under its Subordinated Guarantee shall be impaired by any act or failure to act by such Subordinated Guarantor or by its failure to comply with the Indenture.

Rights of Trustee and Paying Agent

(a) Notwithstanding Section 2 above, the Trustee or any Paying Agent may continue to make payments on the Subordinated Debt and shall not be charged with knowledge of the existence of facts (including, without limitation, whether a Senior Event of Default has occurred and is continuing) that would prohibit the making of any payments unless, not less than five Business Days prior to the date of such payment, a Responsible Officer at the Corporate Trust Office of the Trustee or the Paying Agent (as applicable) receives written notice (referencing this Indenture) reasonably satisfactory to such Responsible Officer that payments may not be made under the Guarantee Subordination Terms. A Subordinated Guarantor, the Registrar, the Paying Agent or an agent of the holder(s) of the Senior Debt of such Subordinated Guarantor shall be entitled to give such notice.

(b) The Trustee in its individual or any other capacity shall be entitled to hold Senior Debt of a Subordinated Guarantor with the same rights it would have if was not the Trustee. The Registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in the Guarantee Subordination Terms with respect to any Senior Debt of a Subordinated Guarantor which may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in the Guarantee Subordination Terms shall deprive the Trustee of any of its rights as such a holder. Nothing in the Guarantee Subordination Terms shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07 of the Indenture or any other section of the Indenture.

Distribution or Notice to Representative

Whenever a distribution is to be made or a notice given to holder(s) of Senior Debt of a Subordinated Guarantor pursuant to this the Guarantee Subordination Terms, the distribution may be made or the notice given to their agents (if any).

Not To Prevent Events of Default or Limit Right to Demand Payment

The failure of a Subordinated Guarantor to make a payment pursuant its Subordinated Guarantee by reason of any provision in these Guarantee Subordination Terms shall not be construed as preventing the occurrence of a default by such Subordinated Guarantor under such Subordinated Guarantee. Nothing in the Guarantee Subordination Terms shall have any effect on the right of the Holders or the Trustee to make a demand for payment on a Subordinated Guarantor pursuant to the Subordinated Guarantee.

F-8

10.

Trust Moneys Not Subordinated

Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of Government Securities held in trust by or deposited with the Trustee for the payment of principal, premium, if any, and interest on the Subordinated Debt pursuant to Articles 8 or 11 of the Indenture will not be subordinated to the prior payment of any Senior Debt of any Subordinated Guarantor or subject to the restrictions set forth in the Guarantee Subordination Terms, and none of the Holders will be obligated to pay over any such amount to such Subordinated Guarantor or any holder(s) of the Senior Debt of such Subordinated Guarantor or any other creditor of such Subordinated Guarantor, provided that the Guarantee Subordination Terms were not violated at the time the applicable amounts were deposited in trust pursuant to Articles 8 or 11 of the Indenture, as the case may be.

11.

Trustee Entitled to Rely

Upon any payment or distribution pursuant to the Guarantee Subordination Terms, the Trustee and the Holders shall be entitled to rely (1) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 2 above are pending, (2) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (3) upon the Agent for the purpose of ascertaining the persons entitled to participate in such payment or distribution, the holders of such Senior Debt and other Debt of such Subordinated Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to the Guarantee Subordination Terms. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Secured Party as a holder of the Senior Debt of a Subordinated Guarantor to participate in any payment or distribution pursuant to the Guarantee Subordination Terms, the Trustee shall be entitled to request such Secured Party to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Debt owing to such Secured Party, the extent to which such Secured Party is entitled to participate in such payment or distribution and other facts pertinent to the rights of the Agent under this Guarantee Subordination Terms, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to the Agent pending judicial determination as to the right of such Secured Party to receive such payment. The provisions of Section 7.01 and 7.02 of the Indenture shall be applicable to all actions or omissions of actions by the Trustee pursuant to the Guarantee Subordination Terms.

12.

Trustee to Effectuate Subordination

Each Holder, by its acceptance of a Note, agrees to be bound by the Guarantee Subordination Terms and authorizes and expressly directs the Trustee, on its behalf, to take such action as may be necessary or appropriate to effectuate the subordination between the Holders and the holders of the Senior Debt as provided in the Guarantee Subordination Terms and appoints the Trustee as its attorney-in-fact for any and all such purposes.

F-9

13.

Trustee Not Fiduciary for Holders of Senior Debt

The Trustee shall not owe any fiduciary duty to the holders of the Senior Debt of a Subordinated Guarantor and shall not be liable to any such holders if it shall mistakenly pay over or distribute to the Holders or such Subordinated Guarantor or any other person, money or assets to which any holders of the Senior Debt of such Subordinated Guarantor shall be entitled by virtue of this Guarantee Subordination Terms or otherwise.

14.

Agent Not Fiduciary for Noteholders

The Agent shall not owe any fiduciary duty to the Holders and shall not be liable to any Holders for any determinations made by the Agent (for the purposes of the New Credit Agreement) regarding whether any assets constitute Excluded Assets or whether any Loan Party constitutes a Secured Loan Party or a Subordinated Guarantor.

15.

Reliance by Holders of Senior Debt on Subordination Provisions

(a) Each Holder by accepting a Note acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Debt of a Subordinated Guarantor, whether such Senior Debt was created or acquired before or after the issuance of the Subordinated Debt, to acquire and continue to hold, or to continue to hold, such Senior Debt and such holder of such Senior Debt shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Debt.

(b) Without in any way limiting the generality of the foregoing paragraph, the holders of the Senior Debt of a Subordinated Guarantor may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders, without incurring responsibility to the Trustee or the Holders and without impairing or releasing the subordination provided for in the Guarantee Subordination Terms or the obligations hereunder of the Holders to the holders of such Senior Debt of such Subordinated Guarantor, do any one or more of the following:

(1) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, any Senior Secured Obligations, or otherwise amend or supplement in any manner any Senior Secured Obligations, or any instrument evidencing the same or any agreement under which any Senior Secured Obligations is outstanding;

(2) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing any Senior Secured Obligations;

(3) release any person liable in any manner for the payment or collection of any Senior Secured Obligations; and

(4) exercise or refrain from exercising any rights against any Loan Party or any other person.

F-10

EXHIBIT G

POSITION REPRESENTATION AND VERIFICATION FORM

[•], 20[•]

Enerflex Ltd.

[•]

The Bank of New York Mellon

[•]

Attention: [•]

Re:

Enerflex Ltd. (the “Company”)

This Position Representation and Verification Form, is hereby delivered by the undersigned to the Company and Trustee in connection with the [INSERT DESCRIPTION OF APPLICABLE NOTEHOLDER DIRECTION], dated as of the date hereof, attached as an exhibit hereto. Capitalized terms used, but not defined in this Position Representation and Verification Form shall have the meanings assigned to them in the Indenture. The undersigned hereby represents and warrants and covenants to the Company and the Trustee as set forth below.

Position Representation

The undersigned is not (or, in the case the undersigned is the Depositary or its nominee, the undersigned is being instructed solely by beneficial owners of Notes that have represented to the undersigned that they are not) Net Short.

The undersigned hereby acknowledges and agrees that if this form is being executed and delivered to the Company and the Trustee in connection with a Noteholder Direction in the form of a notice of Default, the foregoing representation shall be deemed to be a continuing representation until the resulting Event of Default is cured or otherwise ceases to exist or the Notes are accelerated.

Verification Covenant

The undersigned hereby agrees to provide the Company with such information as the Company may reasonably request from time to time in order to verify the accuracy of the foregoing Position Representation within five Business Days of a request therefor.

G-1

Date: Your Signature

G-2

[ATTACH APPLICABLE NOTEHOLDER DIRECTION]

G-3

Exhibit 99.6

Execution Version

U.S.$700,000,000 REVOLVING CREDIT FACILITIES

U.S.$150,000,000 TERM CREDIT FACILITY

CREDIT AGREEMENT

AMONG

ENERFLEX LTD.,

ENERFLEX INC., ENERFLEX US HOLDINGS INC. and

ENERFLEX AUSTRALASIA HOLDINGS PTY LTD.

as Borrowers

AND

THE FINANCIAL INSTITUTIONS NAMED IN SCHEDULE A ANNEXED HERETO

and such other persons as become parties hereto as lenders as Lenders

AND

ROYAL BANK OF CANADA

as Agent of the Lenders

MADE AS OF OCTOBER 13, 2022

RBC Capital Markets, The Bank of Nova Scotia and TD Securities

as Co-Lead Arrangers & Bookrunners

The Bank of Nova Scotia and TD Securities

as Co-Syndication Agents

Contents


Section		Page

ARTICLE 1 INTERPRETATION			2

1.1	Definitions		2

1.2	Headings; Articles and Sections		51

1.3	Number; persons; including		51

1.4	Accounting Principles; Accounting Change		51

1.5	References to Agreements and Enactments		52

1.6	Per Annum Calculations		52

1.7	Swedish Terms		52

1.8	Dutch Terms		53

1.9	Interest Rates; Benchmark Notification		53

1.10	Schedules		54

ARTICLE 2 THE CREDIT FACILITIES			54

2.1	The Credit Facilities		54

2.2	Types of Availments		55

2.3	Purpose		56

2.4	Availability and Nature of the Credit Facilities		56

2.5	Minimum Drawdowns		56

2.6	SOFR Loan and BBSY Loan Availability		57

2.7	Notice Periods for Drawdowns, Conversions and Rollovers		57

2.8	Conversion Option		58

2.9	SOFR Loan and BBSY Loan Rollovers; Selection of SOFR and BBSY Interest Periods		59

2.10	Rollovers and Conversions not Repayments		59

2.11	Agent’s Obligations with Respect to Canadian Prime Rate Loans, U.S. Base Rate Loans and SOFR Loans		59

2.12	Lenders’ and Agent’s Obligations with Respect to Canadian Prime Rate Loans, U.S. Base Rate Loans, SOFR Loans and BBSY Loans		59

2.13	Irrevocability		60

Contents


Section		Page

2.14	Optional Cancellation or Reduction of Revolving Credit Facilities		60

2.15	Optional Repayment of Credit Facilities		60

2.16	Mandatory Repayment and Reduction of Credit Facilities		61

2.17	Additional Repayment Terms		62

2.18	Currency Excess		64

2.19	Hedging with Lenders and Hedging Affiliates		65

2.20	Extension of Syndicated Facility Maturity Date		65

2.21	Extension of Canadian Operating Facility Maturity Date		66

2.22	Extension of Australian Operating Facility Maturity Date		66

2.23	Replacement of Lenders		67

2.24	Permitted Increase in Credit Facilities		69

2.25	Designation of Unrestricted Subsidiaries and Restricted Subsidiaries		70

2.26	Australian Letters of Credit		71

2.27	Canadian Letters of Credit		73

ARTICLE 3 CONDITIONS PRECEDENT TO DRAWDOWNS			75

3.1	Conditions for Drawdowns After Effective Date		75

3.2	Conditions Precedent to Initial Drawdowns on Effective Date		75

3.3	Waiver		79

ARTICLE 4 EVIDENCE OF DRAWDOWNS			79

4.1	Account of Record		79

ARTICLE 5 PAYMENTS OF INTEREST AND FEES			80

5.1	Interest on Canadian Prime Rate Loans		80

5.2	Interest on U.S. Base Rate Loans		80

5.3	Interest on SOFR Loans		80

5.4	Interest on BBSY Loans		81

5.5	Interest on Australian Overdraft Loans		81

Contents


Section		Page

5.6	Interest Act (Canada); Conversion of 360 and 365 Day Rates		81

5.7	Nominal Rates; No Deemed Reinvestment		81

5.8	Standby Fees		82

5.9	Agent’s Fee		82

5.10	Interest on Overdue Amounts		83

5.11	Waiver		83

5.12	Maximum Rate Permitted by Law		83

ARTICLE 6 BANKERS’ ACCEPTANCES			83

6.1	Bankers’ Acceptances		83

6.2	Fees		83

6.3	Form and Execution of Bankers’ Acceptances		84

6.4	Power of Attorney; Provision of Bankers’ Acceptances to Lenders		84

6.5	Mechanics of Issuance		86

6.6	Rollover, Conversion or Payment on Maturity		87

6.7	Restriction on Rollovers and Conversions		88

6.8	Rollovers		88

6.9	Conversion into Bankers’ Acceptances		88

6.10	Conversion from Bankers’ Acceptances		88

6.11	BA Equivalent Advances		88

6.12	Termination of Bankers’ Acceptances		89

ARTICLE 7 LETTERS OF CREDIT			89

7.1	Availability		89

7.2	Currency, Type, Form and Expiry		89

7.3	No Conversion		90

7.4	POA LC Provisions		90

7.5	Fronted LC Provisions		92

Contents


Section		Page

7.6	Records		93

7.7	Reimbursement or Conversion on Presentation;		93

7.8	Fronting Lender Indemnity		94

7.9	Fees and Expenses		94

7.10	Additional Provisions		95

7.11	Certain Notices to the Agent with Respect to Letters of Credit		98

7.12	Existing Letters of Credit		98

7.13	Transfers to EDC LC Facility		98

ARTICLE 8 PLACE AND APPLICATION OF PAYMENTS			99

8.1	Place of Payment of Principal, Interest and Fees; Payments to Agent, Canadian Operating Facility Lender and Australian Operating Facility Lender		99

8.2	Designated Accounts of the Lenders		99

8.3	Funds		99

8.4	Application of Payments		99

8.5	Payments Clear of Taxes		100

8.6	Set-Off		102

ARTICLE 9 REPRESENTATIONS AND WARRANTIES			102

9.1	Representations and Warranties		102

9.2	Deemed Repetition		108

9.3	Other Documents		109

9.4	Effective Time of Repetition		109

9.5	Nature of Representations and Warranties		109

ARTICLE 10 GENERAL COVENANTS			109

10.1	Affirmative Covenants of the Canadian Borrower		109

10.2	Negative Covenants of the Canadian Borrower		116

10.3	Financial Covenants		120

Contents


Section		Page

10.4	Agent May Perform Covenants		121

ARTICLE 11 GUARANTEES AND SECURITY			121

11.1	Guarantees		121

11.2	Security		122

11.3	Registration		125

11.4	Forms		125

11.5	Continuing Security		126

11.6	Dealing with Security		126

11.7	Effectiveness		126

11.8	Release and Discharge of Guarantees and Security		127

11.9	Transfer of Security		127

11.10	Hedging Affiliates and Bank Product Affiliates		128

11.11	Guarantees and Security for Hedging with Former Lenders		128

ARTICLE 12 EVENTS OF DEFAULT AND ACCELERATION			129

12.1	Events of Default		129

12.2	Acceleration		132

12.3	Conversion on Default		133

12.4	Remedies Cumulative and Waivers		133

12.5	Termination of Lenders’ Obligations		134

12.6	Acceleration of All Lender Obligations		134

12.7	Application and Sharing of Payments Following Acceleration		134

12.8	Calculations as at the Adjustment Time		135

12.9	Sharing Repayments		135

12.10	Pro Rata Obligations		135

ARTICLE 13 CHANGE OF CIRCUMSTANCES			135

13.1	Market Disruption Respecting SOFR Loans and BBSY Loans		135

Contents


Section		Page

13.2	Market Disruption Respecting Bankers’ Acceptances		137

13.3	Change in Law		138

13.4	Prepayment of Portion		139

13.5	Illegality		140

13.6	Mitigation Obligations		141

13.7	Benchmark Replacement		141

13.8	CDOR Discontinuance		145

13.9	BBSY Discontinuance		146

ARTICLE 14 COSTS, EXPENSES AND INDEMNIFICATION			147

14.1	Costs and Expenses		147

14.2	General Indemnity		147

14.3	Environmental Indemnity		148

14.4	Judgment Currency		149

ARTICLE 15 THE AGENT AND ADMINISTRATION OF THE CREDIT FACILITIES			149

15.1	Authorization and Action		149

15.2	Procedure for Making Loans		150

15.3	Remittance of Payments		151

15.4	Redistribution of Payment		151

15.5	Duties and Obligations		152

15.6	Prompt Notice to the Lenders		153

15.7	Agent’s and Lenders’ Authorities		153

15.8	Lender Credit Decision		154

15.9	Indemnification of Agent		154

15.10	Successor Agent		154

15.11	Taking and Enforcement of Remedies		155

15.12	Reliance Upon Agent		155

Contents


Section		Page

15.13	No Liability of Agent		156

15.14	The Agent and Defaulting Lenders		156

15.15	Article for Benefit of Agent and Lenders		157

15.16	Erroneous Payments		157

15.17	First Lien Debt Sharing Confirmation		159

15.18	Parallel Liability		159

ARTICLE 16 GENERAL			160

16.1	Exchange and Confidentiality of Information		160

16.2	Nature of Obligation under this Agreement; Defaulting Lenders		161

16.3	Additional Sanctions		164

16.4	Notices		164

16.5	Limitations – Swedish Restricted Subsidiaries		166

16.6	Governing Law		166

16.7	Benefit of the Agreement		166

16.8	Assignment		167

16.9	Participations		167

16.10	Acknowledgment Regarding Agent and Disqualified Lenders		167

16.11	Severability		168

16.12	Whole Agreement		168

16.13	Amendments and Waivers		168

16.14	Further Assurances		169

16.15	Attornment		169

16.16	Time of the Essence		169

16.17	Credit Agreement Governs		169

16.18	Know Your Customer Laws		170

16.19	Counterparts		170

16.20	Acknowledgement and Consent to Bail-In of Affected Financial Institutions		170

Contents


Section		Page

16.21	Acknowledgement Regarding any Unsupported QFCs		171

16.22	Swiss Limitation		172

16.23	Swiss Security		173

CREDIT AGREEMENT

THIS AGREEMENT is made as of October 13, 2022

AMONG:

ENERFLEX LTD., a corporation existing under the laws of Canada (hereinafter sometimes referred to as the “Canadian Borrower”),

OF THE FIRST PART,

-and-

ENERFLEX INC., a corporation existing under the laws of Delaware (hereinafter sometimes referred to as “Enerflex USA” or a “U.S. Borrower”) and ENERFLEX US HOLDINGS INC., a corporation existing under the laws of Delaware (hereinafter sometimes referred to as “Enerflex Holdings” or a “U.S. Borrower”),

OF THE SECOND PART,

ENERFLEX AUSTRALASIA HOLDINGS PTY LTD, a corporation existing under the laws of Australia (hereinafter sometimes referred to as the “Australian Borrower”),

OF THE THIRD PART,

- and -

the financial institutions named on Schedule A annexed hereto, together with such other persons as become parties hereto as lenders, (hereinafter sometimes collectively referred to as the “Lenders” and sometimes individually referred to as a “Lender”),

OF THE FOURTH PART,

- and -

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

OF THE FIFTH PART.

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

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

AND WHEREAS the Canadian Borrower, Enerflex Holdings and Exterran have entered into the Merger Agreement to effect the Acquisition;

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

ARTICLE 1

INTERPRETATION

1.1

Definitions

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

“Acceleration Notice” means a written notice delivered by the Agent to the Canadian Borrower pursuant to Section 12.2 declaring all Obligations of the Borrowers outstanding hereunder to be due and payable.

“Accounting Change” means:

(a)

a material change in Canadian or, to the extent applicable, U.S. generally accepted accounting principles;

(b)

the adoption by the Canadian Borrower of a material change in an accounting policy required or permitted by Canadian or, to the extent applicable, U.S. generally accepted accounting principles in order to more appropriately present events or transactions in its financial statements; or

(c)

the conversion by the Canadian Borrower from Canadian generally accepted accounting principles to U.S. generally accepted accounting principles or the conversion by the Canadian Borrower from U.S. generally accepted accounting principles to Canadian generally accepted accounting principles,

if any such change would cause an amount required to be determined for the purposes of any financial covenant in Section 10.3 or any other financial calculation hereunder (each a “Financial Calculation”) to be materially different than the amount that would be determined without giving effect to such change.

“Accounting Change Notice” has the meaning attributed to it in Section 1.4(2).

“Acquisition” means the business combination pursuant to which the Canadian Borrower will acquire all of the issued and outstanding common shares of Exterran in exchange for the issuance of common shares of the Canadian Borrower, which will be effected pursuant to the Merger Agreement.

“Additional Compensation” has the meaning set out in Section 13.3(1).

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

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

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

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

“Affected Loan” has the meaning set out in Section 13.4.

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

“Agency Fee Agreement” means the amended and restated supplemental fee letter dated February 25, 2022, between the Canadian Borrower and Royal Bank of Canada (as the same may be further amended, modified or restated from time to time) respecting, among other things, the payment of certain agency fees to the Agent for its own account.

“Agent” has the meaning set out on the first page hereof.

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

(a)

for Canadian Dollars:

[redacted account information]

(b)

for United States Dollars (Canadian Borrower):

[redacted account information]

(c)

for United States Dollars (U.S. Borrowers):

[redacted account information]

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

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

“Anti-Corruption Laws” means, with respect to the Canadian Borrower or any of its Subsidiaries individually, all laws, rules and regulations of any Sanctions Authority from time to time concerning or relating to bribery of government officials or public corruption that are applicable to it, in each case determined without regard to the business and activities of the Agent and the Lenders and excluding, for certainty, any laws (other than the laws of the United States of America) that are applicable solely by virtue of the extraterritorial application of laws and regulations by any jurisdiction.

“Applicable CDOR Rate” means, for the purposes of any calculation, the rate per annum equal to the CDOR Rate; provided that, if the Interest Period with respect to the applicable Bankers’ Acceptance is a CDOR Non-Standard Interest Period, then the Applicable CDOR Rate shall be the CDOR Interpolated Rate.

“Applicable Laws” or “applicable law” means, in relation to any person, transaction or event, any of the following having the force of law:

(a)

all applicable provisions of laws, statutes, rules and regulations from time to time in effect; and

(b)

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

“Applicable Pricing Rate” means (a) in respect of all SOFR Loans under the TLA Facility, [redacted – percentage], (b) in respect of all U.S. Base Rate Loans under the TLA Facility, [redacted – percentage], and (c) as regards any Loan under any Revolving Credit Facility or the standby fees payable in accordance with Section 5.8, when the Net Funded Debt to EBITDA Ratio (calculated as at the Quarter End for the most recently completed 12 months ended on such date) is one of the following, the percentage rate per annum set forth opposite such ratio in the column applicable to the type of Loan in question or such standby fee:


Net Funded Debt to EBITDA Ratio	Margin on Canadian Prime Rate Loans, and U.S. Base Rate Loans	Margin on SOFR Loans and BBSY Loans, Acceptance Fees for Bankers’ Acceptances and Issuance Fees for Letters of Credit	Standby Fee on each Revolving Credit Facility
[redacted]	[redacted]	[redacted]	[redacted]
[redacted]	[redacted]	[redacted]	[redacted]
[redacted]	[redacted]	[redacted]	[redacted]
[redacted]	[redacted]	[redacted]	[redacted]
[redacted]	[redacted]	[redacted]	[redacted]
[redacted]	[redacted]	[redacted]	[redacted]
[redacted]	[redacted]	[redacted]	[redacted]

provided that:

(a)

upon the occurrence and during the continuance of an Event of Default, the above rates per annum applicable to Loans which are overdue shall each increase (as applicable) by 2.00% per annum;

(b)

the above rates per annum applicable to SOFR Loans are expressed on the basis of a year of 360 days;

(c)

in the case of the Revolving Credit Facilities only, the above rates per annum applicable to all Loans (other than SOFR Loans) are expressed on the basis of a year of 365 days;

(d)

in the case of the Revolving Credit Facilities only, issuance fees for Letters of Credit which are Performance Letters of Credit shall be 66²⁄₃% of the applicable rate specified above:

(e)

in the case of the Revolving Credit Facilities only, changes in Applicable Pricing Rate shall be effective:

(i)

in the case of outstanding Bankers’ Acceptances, upon the earlier of (A) 90 days after any change in the Net Funded Debt to EBITDA Ratio and (B) the next Rollover or Conversion thereof after such change;

(ii)

in all other cases, from and as of the first Banking Day following receipt by the Agent of the Compliance Certificate evidencing the change in the Net Funded Debt to EBITDA Ratio which results in a change to the Applicable Pricing Rate in accordance with the provisions of such definition; and

(iii)

without the necessity of notice to any Borrower; and

(f)

in the case of the Revolving Credit Facilities only, notwithstanding the foregoing provisions of this definition, if the Canadian Borrower has failed to deliver a Compliance Certificate for the immediately preceding fiscal quarter in accordance with the provisions hereof, then the Net Funded Debt to EBITDA Ratio shall be deemed to be greater than 4.00:1.0 for the purposes of determining the Applicable Pricing Rate until the Canadian Borrower has remedied such failure and delivered such Compliance Certificate (and, from and after such delivery, the Applicable Pricing Rate shall be based upon the Net Funded Debt to EBITDA Ratio set forth in such Compliance Certificate for the remainder of the period until the next such Compliance Certificate is required to be delivered hereunder).

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Approved Securities” means obligations maturing within one year from their date of purchase or other acquisition by a Borrower or a Subsidiary (excluding any Project Finance SPV) and which are, directly or indirectly (including through a money market fund administered by the Agent):

(a)

issued by the Government of Canada, the United States of America, Australia, the United Kingdom of Great Britain and Northern Ireland or an instrumentality or agency thereof and guaranteed fully as to principal, premium, if any, and interest by the Government of Canada, the United States of America, Australia or the United Kingdom of Great Britain and Northern Ireland;

(b)

issued by a province of Canada, a state of the United States of America or Australia or a region of the United Kingdom of Great Britain and Northern Ireland, or an instrumentality or agency thereof, which has a long term debt rating of at least A by S&P, A2 by Moody’s, or A by DBRS; or

(c)

term deposits, guaranteed investment certificates, certificates of deposit, bankers’ acceptances or bearer deposit notes, in each case, of any Canadian chartered bank or other Canadian financial institution or any bank or other financial institution incorporated under the laws of the United States of America, Australia or the United Kingdom of Great Britain and Northern Ireland or any state thereof which has a long term debt rating of at least A+ by S&P, A1 by Moody’s, or A (high) by DBRS.

“ASIC” means the Australian Securities and Investments Commission.

“Assigned Interests” has the meaning set out in Section 2.23(2).

“Assignment Agreement” means an assignment agreement substantially in the form of Schedule B annexed hereto, with such modifications thereto as may be required from time to time by the Agent, with the consent of the applicable Borrower to the extent any such modifications impose any obligations on or require any additional acknowledgement or representation to be made by a Borrower, in each case, acting reasonably.

“Australia” means the Commonwealth of Australia.

“Australian Borrower” has the meaning set out on the first page hereof.

“Australian Collateral Document” means all Security governed by the laws of Australia (or any state thereof).

“Australian Corporations Act” means the Corporations Act 2001 (Cwlth) of Australia.

“Australian Designated Account” means the account bearing account number [redacted – account number] of the Australian Borrower maintained with the Australian Operating Facility Lender.

“Australian Dollars” and “AUD$” mean the lawful money of Australia.

“Australian Letter of Credit” means an irrevocable standby letter of credit issued by the Australian Operating Facility Lender under this Agreement.

“Australian Loan Party” means each Secured Loan Party that is organized or incorporated under the laws of Australia or any state or territory thereof or is otherwise resident in Australia for the purposes of the Australian Tax Act.

“Australian Operating Facility” means the revolving credit facility in the maximum principal amount of the Australian Operating Facility Commitment (comprising (a) a sub-facility for Australian Overdraft Loans in the maximum principal amount of the Equivalent Amount in Australian Dollars of [redacted – dollar amount]), (b) a sub-facility for Australian Letters of Credit with an aggregate undrawn face amount at any time of the Australian Operating Facility Commitment less the Outstanding Principal of Australian Overdraft Loans and BBSY Loans) (the “Australian LC Sub-Facility Limit”) and (c) a sub-facility for BBSY Loans in the maximum principal amount at any time of the Australian Operating Facility Commitment less the Outstanding Principal of Australian Overdraft Loans and the aggregate undrawn face amount of outstanding Australian Letters of Credit to be made available to the Australian Borrower by the Australian Operating Facility Lender in accordance with the provisions hereof, subject to any increase or reduction in accordance with the terms hereof.

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

“Australian Operating Facility Extension Request” has the meaning set out in Section 2.22(1).

“Australian Operating Facility Lender” means HSBC Bank Australia Limited or any other Lender which hereafter has an Australian Operating Facility Commitment.

“Australian Operating Facility Maturity Date” means, in respect of Obligations outstanding to the Australian Operating Facility Lender, October 13, 2025, or such later date to which the same may be extended in accordance with Section 2.22.

“Australian Overdraft Account” has the meaning set out in Section 2.2(4).

“Australian Overdraft Loans” has the meaning set out in Section 2.2(4).

“Australian Reference Banks” means National Australia Bank Limited, Westpac Banking Corporation, Commonwealth Bank of Australia and New Zealand Banking Group Limited.

“Australian Tax Act” means the Income Tax Assessment Act 1936 (Cth), the Income Tax Assessment Act 1997 (Cth) or the Taxation Administration Act 1953 (Cth), as applicable.

“Australian Tax Consolidated Group” means, from time to time, a consolidated group or an MEC Group, each as defined in the Australian Tax Act of which an Australian Loan Party is a member.

“Australian Tax Consolidated Group Liabilities” means “group liabilities” (as described in Section 721- 10 of the Australian Tax Act) of the Australian Tax Consolidated Group.

“Australian Tax Funding Agreement” means a tax funding agreement between the members of an Australian Tax Consolidated Group which includes:

(a)

reasonably appropriate arrangements for the funding of tax payments by the relevant Head Company having regard to the position of each member of the relevant Australian Tax Consolidated Group;

(b)

an undertaking from each member of an Australian Tax Consolidated Group to compensate each other member adequately for loss of tax attributes (including tax losses and tax offsets) as a result of being a member of that Australian Tax Consolidated Group; and

(c)

reasonably appropriate arrangements to ensure payments by members of the Australian Tax Consolidated Group to the Head Company under the agreement are used to discharge relevant Australian Tax Consolidated Group Liabilities.

“Australian Tax Sharing Agreement” means any agreement between the members of an Australian Tax Consolidated Group which:

(a)

satisfies the requirements of section 721-25 of the Australian Tax Act for being a valid tax sharing agreement;

(b)

at all times covers all Australian Tax Consolidated Group Liabilities; and

(c)

complies with the Australian Tax Act and any applicable Law, official directive, request, guideline or policy (whether or not having the force of law) issued in connection with the Australian Tax Act,

provided that the Australian Tax Sharing Agreement may be contained in the same document as the Australian Tax Funding Agreement.

“BA Discount Rate” means:

(a)

in relation to a Bankers’ Acceptance accepted by a Schedule I Lender, the Applicable CDOR Rate;

(b)

in relation to a Bankers’ Acceptance accepted by a Schedule II Lender or Schedule III Lender, the lesser of:

(i)

the Discount Rate then applicable to bankers’ acceptances accepted by such Schedule II Lender or Schedule III Lender; and

(ii)

the Applicable CDOR Rate plus 0.10% per annum,

provided that if both such rates are equal, then the “BA Discount Rate” applicable thereto shall be the rate specified in (i) above; and

(c)

in relation to a BA Equivalent Advance:

(i)

made by a Schedule I Lender, ATB Financial or Export Development Canada, the Applicable CDOR Rate;

(ii)

made by a Schedule II Lender or a Schedule III Lender, the rate determined in accordance with subparagraph (b) of this definition; and

(iii)

made by any other Lender, the lesser of:

(A)

the average of the rate applicable to Schedule II Lenders and Schedule III Lenders as provided for in subparagraph (b)(i) of this definition; and

(B)

the Applicable CDOR Rate plus 0.10% per annum.

“BA Equivalent Advance” means, in relation to a Drawdown of, Conversion into or Rollover of Bankers’ Acceptances, an advance in Canadian Dollars made by a Non-Acceptance Lender as part of such Loan.

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

“Bail-In Legislation” means:

(a)

with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, 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 respective Affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bank Product Affiliates” means an Affiliate of a Lender which provides a Bank Product.

“Bank Product Obligations” means any obligations of the Borrowers and the Restricted Subsidiaries arising under or in connection with Bank Products.

“Bank Products” means any facilities or services related to cash management, including treasury, depository, overdraft, credit or debit card, purchase card, electronic funds transfer, cash pooling and other cash management arrangements and commercial credit card and merchant card services provided to the Borrowers and the Restricted Subsidiaries by the Lenders or their respective Affiliates.

“Bankers’ Acceptance” means a draft in Canadian Dollars drawn by the Canadian Borrower, accepted by a Lender and issued for value pursuant to this Agreement.

“Banking Day” means, in respect of (a) any BBSY Loan and any Australian Overdraft Loan, a day on which banks are generally open for business in Calgary, Alberta, Toronto, Ontario and Perth, Australia and (b) any SOFR Loans, or any other calculation or determination involving SOFR, a day on which banks are generally open for business in Calgary, Alberta and Toronto, Ontario that is also a U.S. Government Securities Business Day and, for all other purposes, shall mean a day on which banks are generally open for business in Calgary, Alberta, Toronto, Ontario and New York, New York, but does not in any event include a Saturday or a Sunday.

“BBSY” means, for an Interest Period, the rate determined by the Australian Operating Facility Lender at or about 11.00 a.m. (Sydney time) on the first day of the Interest Period and for the amount and period closest to the relevant amount and relevant period to be the “Screen Rate” being (a) the Australian Bank Bill Swap Reference Rate (Bid) administered by ASX Benchmarks Pty Limited (or any other person which takes over the administration of that rate) for the relevant period on page BBSY of the Thomson Reuters Screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters (if such page or service ceases to be available, the Australian Operating Facility Lender may specify another page or service displaying the relevant rate after consultation with the Australian Borrower) or (b) if the rate

described in sub-paragraph (a) is not available, the sum of (X) the Australian Bank Bill Swap Reference Rate administered by ASX Benchmarks Pty Limited (or any other person which takes over the administration of that rate) for the relevant period and displayed on page BBSW of the Thomson Reuters Screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters (if such page or service ceases to be available, the Australian Operating Facility Lender may specify another page or service displaying the relevant rate after consultation with the Australian Borrower) and (Y) 0.05% per annum. If the rates described in sub-paragraphs (a) and (b) are not available, the rate shall be determined pursuant to Section 13.1(2). Notwithstanding the foregoing, if the BBSY for any Interest Period as so determined would be less than the Floor on any day, the BBSY will be deemed to be the Floor on such day for the purposes of this Agreement.

“BBSY Discontinuance” has the meaning set out in Section 13.9(1).

“BBSY Loan” means an Advance in, or Conversion into, Australian Dollars made by the Australian Operating Facility Lender to the Australian Borrower with respect to which the Australian Borrower has specified or a provision hereof requires that interest is to be calculated by reference to the BBSY.

“BBSY Successor Rate” has the meaning set out in Section 13.9(1).

“Beneficial Ownership Certification” means a certification to be made to a Covered Financial Institution regarding beneficial ownership required by the Beneficial Ownership Regulation, which certification shall be substantially similar in form and substance to the form of Certification Regarding Beneficial Owners of Legal Entity Customers published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association.

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

“Bill” has the meaning it has in the Bills of Exchange Act 1909 (Cwlth) of Australia and a reference to the drawing, acceptance or endorsement of, or other dealing with, a Bill is to be interpreted in accordance with that Act.

“BLR” means the base lending rate of the Australian Operating Facility Lender determined by reference to external rates; and in the case of Australian Dollars, as established and quoted from time to time by the Australian Operating Facility Lender in the national daily newspapers or financial papers.

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

“Business” means: (a) the purchase, production, compression, gathering, processing, treatment, dehydration, separation, exploitation, fractionating, sale, transportation, marketing, production handling, terminaling, or storage of crude oil, natural gas, condensate, natural gas liquids or other Hydrocarbons, water, sand, minerals, chemicals or other products or substances commonly created, used, recovered, produced, consumed or processed in the conduct of the oil and gas business; (b) fresh water and waste water distribution, collection, transportation, treatment or disposal services; (c) distribution, collection, transportation, treatment or disposal services related to carbon capture, use and sequestration, hydrogen and renewable natural gas; (d) building, acquiring or operating the facilities and equipment to conduct the Business; (e) any business conducted by the Canadian Borrower and the Restricted Subsidiaries on the Effective Date; or (f) any business that is similar, reasonably related, incidental, ancillary or complementary to the foregoing or extensions, developments or expansions thereof.

“CAIA” means the collateral agent and intercreditor agreement dated as of the date hereof and made among the Borrowers and the other Loan Parties, The Bank of New York Mellon, as indenture trustee under the indenture in respect of the New High Yield Notes, the Collateral Agent and the Agent.

“Canadian Borrower” has the meaning set out on the first page hereof.

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

“Canadian Letter of Credit” means an irrevocable standby letter of credit issued by the Canadian Operating Facility Lender under this Agreement.

“Canadian Operating Facility” means the revolving credit facility in the maximum principal amount of the Canadian Operating Facility Commitment to be made available to the Canadian Borrower by the Canadian Operating Facility Lender in accordance with the provisions hereof, subject to any increase or reduction in accordance with the terms hereof.

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

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

“Canadian Operating Facility Lender” means The Toronto-Dominion Bank or any other Lender which hereafter has a Canadian Operating Facility Commitment.

“Canadian Operating Facility Maturity Date” means, in respect of Obligations outstanding to the Canadian Operating Facility Lender, October 13, 2025 or such later date to which the same may be extended in accordance with Section 2.21.

“Canadian Overdraft Loans” has the meaning set out in Section 2.2(2).

“Canadian Prime Rate” means, with respect to Canadian Prime Rate Loans, the greater of:

(a)

the rate of interest per annum established from time to time by the Agent as being its reference rate of interest then in effect for the determination of interest rates on Canadian Dollar denominated demand loans by the Agent in Canada; and

(b)

the rate of interest per annum equal to the average annual yield rate for one month Canadian Dollar bankers’ acceptances (expressed for such purpose as a yearly rate per annum in accordance with Section 5.6) which rate is shown on the display referred to as the “CDOR Page” (or any display substituted therefor) of Reuters Limited (or any successor thereto or Affiliate thereof) at approximately 10:00 a.m. (Toronto time) on such day or, if such day is not a Banking Day, on the immediately preceding Banking Day, plus 1.00% per annum;

provided that (i) if the rates of interest in (a) and (b) above are equal or the rate of interest in (b) above is not available for any reason on the date of determination, the Canadian Prime Rate shall be the rate specified in (a) above and (ii) if the Canadian Prime Rate for any Interest Period as so determined would be less than the Floor on any day, the Canadian Prime Rate will be deemed to be the Floor on such day for the purposes of this Agreement.

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

“Capital Adequacy Requirements” means Guideline A, effective April 2018, entitled “Capital Adequacy Requirements (CAR)”, as applicable to any Lender from time to time, issued by the Office of the Superintendent of Financial Institutions Canada and all other guidelines or requirements relating to capital adequacy issued by the Office of the Superintendent of Financial Institutions or any other governmental agency or regulatory authority in Canada regulating or having jurisdiction with respect to any Lender, as amended, modified, supplemented, reissued or replaced from time to time.

“Cash Collateral” has the meaning set out in Section 2.17(3).

“Cash Collateral Account” has the meaning set out in Section 2.17(3).

“CDOR Discontinuance” has the meaning set out in Section 13.8(1).

“CDOR Interpolated Rate” means, for any CDOR Non-Standard Interest Period, the rate per annum determined by the Agent (which determination shall be presumed correct absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the sum of the CDOR Rate for the longest term for which the CDOR Rate is available that is shorter than such CDOR Non-Standard Interest Period and (b) the CDOR Rate for the shortest term for which the CDOR Rate is available that exceeds such CDOR Non-Standard Interest Period, in each case, at such time; provided that when determining the CDOR Interpolated Rate for a CDOR Non-Standard Interest Period which is less than one (1) month, the CDOR Interpolated Rate shall be the CDOR Rate for Canadian Dollar bankers’ acceptances having a one

(1) month term.

“CDOR Non-Standard Interest Period” means, with respect to a Bankers’ Acceptance, an Interest Period which is for a term other than 1, 2 or 3 months.

“CDOR Rate” means, on any date which Bankers’ Acceptances are to be issued pursuant hereto, the per annum rate of interest which is the rate determined 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 Canadian 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) of Reuters’ Monitor Money Rates Services at or about 10:15 a.m. (Toronto time) on such day, or if such day is not a Banking Day, then on the immediately preceding Banking Day (as adjusted by the Agent, or the Canadian Operating Facility Lender, as applicable, in good faith 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 the CDOR Rate, on any day, shall be the Discount Rate quoted by the Agent, or the Canadian Operating Facility Lender, as applicable, which would be applicable in respect of an issue of bankers’ acceptances in a comparable amount and with comparable maturity dates to the Bankers’ Acceptances proposed to be issued by the Canadian Borrower on such day (determined as of 10:15 a.m. (Toronto time) on such day), or if such day is not a Banking Day, then on the immediately preceding Banking Day. In addition, if the CDOR Rate as so determined above would be less than the Floor for any purpose, the CDOR Rate shall be deemed to be the Floor for such purpose.

“CDOR Successor Rate” has the meaning set out in Section 13.8(1).

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

(a)

any person or persons “acting jointly or in concert” (within the meaning ascribed to such phrase in National Instrument 62-104—Take-Over Bids and Issuer Bids) shall beneficially own, directly or indirectly, Voting Shares in the capital of the Canadian Borrower which have or represent more than 50% of all of the votes entitled to be cast by shareholders for an election of the board of directors of the Canadian Borrower;

(b)

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

(c)

a Change of Control Triggering Event under and as defined in the indenture governing the New High Yield Notes (or the equivalent event in any replacement financing) occurs.

“clearing house” has the meaning set out in Section 6.4.

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

“Collateral Investments” has the meaning set out in Section 2.17(3).

“Collateral Agent” means Computershare Trust Company of Canada, as collateral agent under the CAIA, and its successors and assigns in such capacity.

“Commitment” means a Syndicated Facility Commitment, a TLA Facility Commitment, a Canadian Operating Facility Commitment or an Australian Operating Facility Commitment; and “Commitments” means all of them.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.).

“Commodity Hedging Agreement” means any agreement constituting an “Eligible Financial Contract” under the regulations issued under the Bankruptcy and Insolvency Act (Canada) for the making or taking of delivery of any commodity (including Petroleum Substances), any commodity swap agreement, floor, cap or collar agreement or commodity future or option or other similar agreements or arrangements, or any combination thereof, entered into by the Canadian Borrower or a Restricted Subsidiary where the subject matter of the same is any commodity or the price, value or amount payable thereunder is dependent or based upon the price of any commodity or fluctuations in the price of any commodity; provided that, “Commodity Hedging Agreement” shall exclude any agreement for the making or taking of physical delivery of any commodity in the ordinary course of business or the physical purchase or sale of any commodity by a Borrower or Restricted Subsidiary entered into in the ordinary course of business unless either (a) such agreement is with a bank, investment bank, securities dealer, insurance company, trust company, pension fund, institutional investor or any other financial institution or any Affiliate of any of the foregoing, or (b) such agreement is entered into for hedging purposes or otherwise for the purpose of eliminating or reducing the financial risk or exposure of a Borrower or Restricted Subsidiary to fluctuations in the prices of commodities.

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

“Consolidated Net Tangible Assets” means, as at any date of determination, all consolidated assets of the Canadian Borrower as shown in a consolidated balance sheet of the Canadian Borrower for such date, less (without duplication) the aggregate of the following amounts reflected upon such balance sheet:

(a)

all goodwill, deferred assets, trademarks, copyrights and other similar intangible assets;

(b)

to the extent not already deducted in computing such assets and without duplication, depreciation, depletion, amortization, reserves and any other account which reflects a decrease in the value of an asset or a periodic allocation of the cost of an asset; provided that no deduction shall be made under this subparagraph (b) to the extent that such account reflects a decrease in value or periodic allocation of the cost of any asset referred to in subparagraph (a) above;

(c)

minority interests in a person not directly or indirectly owned or held by the Canadian Borrower or one of its Subsidiaries;

(d)

Non-Recourse Assets to the extent of the outstanding Non-Recourse Debt financing such assets; and

(e)

assets of any Project Finance SPV,

all as determined in accordance with generally accepted accounting principles.

“Controller” means any controller as defined in the Australian Corporations Act appointed under, or exercising any power under, any Security.

“Conversion” means a conversion or deemed conversion of a Loan under a given Credit Facility into another type of Loan under the same Credit Facility pursuant to the provisions hereof, provided that, subject to Section 2.8 and to Article 6 with respect to Bankers’ Acceptances, the conversion of (a) a Loan denominated in one currency to a Loan denominated in another currency shall be effected by repayment of the Loan or portion thereof being converted in the currency in which it was denominated and readvance to applicable Borrower of the Loan into which such conversion was made and (b) the conversion of any Australian Overdraft Loans into BBSY Loans shall be effected by repayment of such Australian Overdraft Loans, or the portion thereof being converted, and readvance to the Australian Borrower of such BBSY Loans.

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

“Conversion Notice” means a notice substantially in the form annexed hereto as Schedule D to be given to the Agent, the Canadian Operating Facility Lender, or the Australian Operating Facility Lender, as applicable, by a Borrower pursuant hereto.

“Convertible Securities” means convertible subordinated securities issued by the Canadian Borrower which have all of the following characteristics:

(a)

the obligations under, pursuant or relating to such securities and the indenture or agreement governing such securities shall be unsecured obligations of the Canadian Borrower, and no Subsidiary shall have provided a Guarantee or any Financial Assistance in respect of any of such obligations;

(b)

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

(c)

no scheduled or mandatory payments or repurchases of principal thereunder (other than acceleration following an event of default in regard thereto or payments which can be satisfied by the delivery of equity in the capital of the Canadian Borrower as contemplated in (g) below) prior to each Maturity Date in effect at the time such securities are issued;

(d)

upon and during the continuance of any Event of Default or acceleration of the time for payment of any of the Obligations or Lender Financial Instrument Obligations which has not been rescinded, (i) all amounts payable by the Canadian Borrower in respect of principal, premium (if any), interest or other obligations under, pursuant or relating to such securities are subordinate and junior in right of payment to all the Obligations and the Lender Financial Instrument Obligations and (ii) no enforcement steps or proceedings may be commenced in respect of such securities;

(e)

upon any distribution of the assets of the Canadian Borrower on any dissolution, winding up, total liquidation or reorganization of such person (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Canadian Borrower, or otherwise), all Obligations and all Lender Financial Instrument Obligations shall first be paid in full in cash, or provisions made for such payment, before any payment by the Canadian Borrower is made on account of principal, premium (if any), interest or other obligations payable in regard to such securities;

(f)

a Default, Event of Default, acceleration of the time for repayment of any of the Obligations or Lender Financial Instrument Obligations or enforcement of the rights and remedies of the Agent and the Lenders hereunder or under any other Document or Lender Financial Instrument or document delivered pursuant thereto shall not:

(i)

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

(ii)

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

(g)

payments of principal due and payable under, pursuant or relating to such securities can be satisfied, at the option of the Canadian Borrower, by issuing and delivering equity in the capital of the Canadian Borrower in accordance with the indenture or agreement governing such securities; and

(h)

payments of interest due and payable under, pursuant or relating to such securities can be satisfied, at the option of the Canadian Borrower, by payment of the proceeds of the issue and sale of equity in the capital of the Canadian Borrower resulting from a bid process whereby the trustee under the indenture or agreement governing such securities:

(i)

accepts delivery from the Canadian Borrower of such equity;

(ii)

accepts bids with respect to, and consummate sales of, such equity, each as the Canadian Borrower shall direct in its absolute discretion; and

(iii)

uses the proceeds received from such sale of equity to satisfy such interest,

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

“Corresponding Liabilities” means the Obligations of a Borrower, excluding its Parallel Liability.

“Covered Financial Institution” has the meaning given to it in US code 31 CFR § 1010.605(e)(1), and for greater certainty, includes only Lenders existing under the laws of the United States of America or operating through an agency or office within the United States of America.

“Credit Agreement Representations” means the representations and warranties set forth in Sections 9.1(1)(a), 9.1(1)(b), 9.1(1)(d)(i)(A), 9.1(1)(d)(i)(B) (solely to the extent that such contravention of Applicable Law would render any material provision of a Document unenforceable in any material respect) 9.1(1)(d)(ii), and 9.1(1)(u)(iii).

“Credit Facilities” means, collectively, the Revolving Credit Facilities and the TLA Facility, and “Credit Facility” means any one of such credit facilities.

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

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

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

“DBNA” has the meaning set out in Section 6.4(1).

“DBRS” means DBRS Morningstar, a division of DBRS Limited and any successors thereto.

(a)

indebtedness for borrowed money;

(b)

obligations for the repayment of bankers’ acceptances (including payment and reimbursement obligations in respect thereof);

(c)

(d)

obligations under Guarantees, indemnities, assurances, legally binding comfort letters or other contingent obligations for the repayment of indebtedness or other obligations of any other person which would otherwise constitute Debt within the meaning of this definition and all other obligations incurred for the purpose of or having the effect of providing financial assistance to another person for the repayment of such indebtedness or such other Debt obligations, including, without limitation, endorsements of bills of exchange (other than for collection or deposit in the ordinary course of business);

(e)

(f)

all Finance Lease Obligations, except for those obligations relating to (i) leases of office space or (ii) Operating Leases;

(g)

all other long term obligations (including the current portion thereof) upon which interest charges are customarily paid prior to default;

(h)

Prepaid Obligations, except for Prepaid Obligations incurred in the ordinary course of business; and

(i)

(j)

mark to market amounts under Financial Instrument Obligations; and

(k)

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

(l)

current taxes payable and future taxes;

(m)

dividends or other equity distributions payable; and

(n)

accrued interest not yet due and payable,

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

“Defaulting Lender” means any Lender:

(a)

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

(b)

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

(c)

that has failed, within 3 Banking Days after request by the Agent or an Operating Facility Lender, as applicable, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans;

(d)

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

(e)

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

(f)

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

(g)

that becomes the subject of a Bail-In Action.

“Defaulting Lender’s Assigned Interests” has the meaning set out in Section 16.2(10).

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

“Departing Agent” has the meaning set out in Section 11.9.

“Discount Proceeds” means the net cash proceeds to the Canadian Borrower from the sale of a Bankers’ Acceptance pursuant hereto or, in the case of BA Equivalent Advances, the amount of a BA Equivalent Advance at the BA Discount Rate, in any case, before deduction or payment of the fees to be paid to the applicable Lenders under Section 6.2.

“Discount Rate” means, with respect to the issuance of a bankers’ acceptance, the rate of interest per annum, calculated on the basis of a year of 365 days, (rounded upwards, if necessary, to the nearest whole multiple of 1/100th of one percent) which is equal to the discount exacted by a purchaser taking initial delivery of such bankers’ acceptance, calculated as a rate per annum and as if the issuer thereof received the discount proceeds in respect of such bankers’ acceptance on its date of issuance and had repaid the respective face amount of such bankers’ acceptance on the maturity date thereof.

“Disqualified Lender” means (a) those persons that have been separately identified in writing by the Canadian Borrower to the Agent prior to February 1, 2022, (b) those persons who are competitors of the Canadian Borrower and its Subsidiaries that are separately identified in writing by the Canadian Borrower to the Agent from time to time, and (c) in the case of each of clauses (a) and (b), any of their Affiliates (other than bona fide debt fund Affiliates) that are either (i) identified in writing by the Canadian Borrower to the Agent from time to time or (ii) clearly identifiable on the basis of such Affiliate’s similarity of name; provided that any supplements to the list of Disqualified Lenders shall (x) not apply retroactively to disqualify any persons that have previously acquired an assignment or participation in the Credit Facilities in accordance with the terms hereof or (y) in the case of clauses (b) and (c)(i) above, become effective at the time and on the date of identification in writing of the applicable person or persons to the Agent.

“Dissenting Lender” has the meaning set out in Section 2.23(1).

“Distribution” means:

(a)

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

(b)

the redemption, retraction, purchase, retirement or other acquisition, in whole or in part, of any shares in the capital of a Borrower or Restricted Subsidiary which is not a Wholly- Owned Subsidiary or any securities, instruments or contractual rights capable of being converted into, exchanged or exercised for shares in the capital thereof, including, without limitation, options, warrants, Convertible Securities, conversion or exchange privileges and similar rights;

(c)

the making of any loan or advance or any other provision of credit or Financial Assistance by a Borrower or Restricted Subsidiary to any Related Party other than to a Borrower or Restricted Subsidiary;

(d)

the payment of any principal, interest, fees or other amounts on or in respect of any loans, advances or other Debt owing at any time by a Borrower or Restricted Subsidiary to any Related Party, other than to a Borrower or Restricted Subsidiary; or

(e)

(i) the payment of any amount, (ii) the sale, transfer, lease or other disposition of any property or assets, or (iii) any granting or creation of any rights or interests, at any time, by a Borrower or Restricted Subsidiary to or in favour of any Related Party, other than, in each case, to or in favour of a Borrower or Restricted Subsidiary,

and whether any of the foregoing is made, paid or satisfied in or for cash, property or any combination thereof.

“Documents” means this Agreement, the CAIA, the Subsidiary Guarantees, the Parent Guarantee, the Security, the Agency Fee Agreement and all certificates, instruments and other documents executed and delivered or to be executed and delivered by a Loan Party to the Agent, the Canadian Operating Facility Lender, the Australian Operating Facility Lender or the Lenders, or any of them, in relation to the Credit Facilities pursuant hereto or thereto and, when used in relation to any person, the term “Documents” shall mean and refer to the Documents executed and delivered by such person.

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

“Drawdown” means:

(a)

an Advance of a Canadian Prime Rate Loan, U.S. Base Rate Loan, BBSY Loan, Australian Overdraft Loan or SOFR Loan;

(b)

the issue of a Bankers’ Acceptance (or the making of a BA Equivalent Advance in lieu thereof) other than as a result of Conversions or Rollovers; or

(c)

the issuance of a Letter of Credit, a Canadian Letter of Credit or an Australian Letter of Credit.

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

“Drawdown Notice” means a notice substantially in the form annexed hereto as Schedule E to be given to the Agent, the Canadian Operating Facility Lender or the Australian Operating Facility Lender, as applicable, by a Borrower pursuant hereto.

“EBITDA” means, in respect of any financial period for which it is being determined, the Net Income for such period of the Canadian Borrower on a consolidated basis (excluding any Project Finance SPV), plus (in each case, on a consolidated basis of the Canadian Borrower and without duplication):

(a)

Interest Expense, to the extent deducted in the calculation of Net Income;

(b)

all amounts deducted in the calculation of Net Income in respect of the provision for taxes based on income, profits or capital (in accordance with generally accepted accounting principles);

(c)

all amounts deducted in the calculation of Net Income in respect of non-cash items, including, without limitation, depletion, depreciation, amortization and future tax liabilities;

(d)

all amounts deducted in the calculation of Net Income in respect of equity loss, extraordinary losses, non-recurring losses and any non-cash impairment charges;

(e)

all cash distributions received in such period by the Canadian Borrower and its Subsidiaries (other than a Project Finance SPV) from any Project Finance SPV which (i) do not exceed, in aggregate, 25% of EBITDA for the most recently completed four consecutive fiscal quarters, including such period, and (ii) are derived from active business operations and shall not include returns of capital;

(f)

all cash payments received by the Canadian Borrower and the Subsidiaries (other than a Project Finance SPV) from customers pursuant to contracts accounted for as Finance Leases; and

(g)

to the extent deducted from Net Income, non-cash losses resulting from marking-to-market the outstanding Financial Instruments of the Canadian Borrower and its Subsidiaries (other than a Project Finance SPV) for such period in accordance with generally accepted accounting principles,

less (in each case, on a consolidated basis, excluding any Project Finance SPV), with respect to the Canadian Borrower:

(h)

earnings attributable to minority interests, extraordinary earnings and gains and non- recurring earnings and gains of the Canadian Borrower, in each case, to the extent included in the calculation of Net Income;

(i)

to the extent included in Net Income, non-cash gains resulting from marking- to-market the outstanding Financial Instruments of the Canadian Borrower for such period in accordance with generally accepted accounting principles;

(j)

all cash payments during such period relating to non-cash charges which were added back in determining EBITDA in any prior period; and

(k)

any Net Income (other than any cash distributions received by the Canadian Borrower and its Subsidiaries from Project Finance SPVs pursuant to subparagraph (e) above) from or attributable to Non-Recourse Assets which is income (or proceeds thereof) that the lenders or other creditors holding Non-Recourse Debt may have recourse to under any circumstances,

and (i) in the event the Canadian Borrower or a Subsidiary (other than a Project Finance SPV) acquires assets with a fair market value in excess of the Threshold Amount or a person with such assets during any such period, all of the above amounts will be calculated pro forma on the basis that such assets or person were (or was) owned by the Canadian Borrower or such Subsidiary over such entire period and (ii) in the event the Canadian Borrower or a Subsidiary (other than a Project Finance SPV) disposes of assets with a fair market value in excess of the Threshold Amount or a person with such assets during any such period (other than pursuant to a Permitted Disposition), all of the above amounts will be calculated pro forma on the basis that such assets or person were (or was) disposed of at the beginning of such period.

“EC Treaty” means The Treaty of Maastricht (formally, the Treaty on European Union, (TEU)) signed on February 7, 1992.

“EDC” means Export Development Canada.

“EDC Indemnity” means the Guarantee Products and Other Insurance Declaration and Indemnity to be entered into by the Canadian Borrower in favour of EDC in connection with the EDC-Backed LC Facility.

“EDC-Backed LC Facility” means the letter of credit facility in the maximum principal amount of U.S.$70,000,000 to be entered into between the Canadian Borrower, as borrower, and one or more financial institutions, as lenders, and the obligations of the Canadian Borrower in respect of which are guaranteed by EDC in favour of such lender(s) and supported by the EDC Indemnity.

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

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

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

“Effective Date” means the date on which all of the conditions set forth in Section 3.2 have been satisfied (or waived in writing in accordance with Section 3.3).

“Enerflex Existing Notes” means all of the issued and outstanding notes under the Enerflex NPA.

“Enerflex Holdings” has the meaning set out on the first page hereof.

“Enerflex NPA” means the note purchase agreement dated December 15, 2017 among the Canadian Borrower as issuer and the note purchasers party thereto from time to time, as amended, supplemented or otherwise modified from time to time.

“Enerflex USA” has the meaning set out on the first page hereof.

“Environmental Claims” means any and all administrative, regulatory or judicial actions, suits, demands, claims, liens, notices of non-compliance or violation, investigations, inspections, inquiries or proceedings relating in any way to any Environmental Laws or to any permit issued under any such Environmental Laws including, without limitation:

(a)

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

(b)

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

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

“Equity Plan Hedging Agreement” means any agreement constituting an “Eligible Financial Contract” under the regulations issued under the Bankruptcy and Insolvency Act (Canada) in connection with equity securities of the Canadian Borrower or a Restricted Subsidiary, any equity securities plan hedging agreement, floor, cap or collar agreement or equity security plan future or option or other similar agreements or arrangement, or any combination thereof, entered into by the Canadian Borrower or a Restricted Subsidiary where the subject matter of the same is any equity securities of the Canadian Borrower or a Restricted Subsidiary or the price, value or amount payable thereunder is dependent or based upon the price of any equity securities of the Canadian Borrower or a Restricted Subsidiary or fluctuations in the price of any such equity securities.

“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 Spot Rate for such currencies on such date of determination or, if such date of determination is not a Banking Day, on the Banking Day immediately preceding such date of determination.

“ERISA” means the U.S. Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with a Borrower or any of its Subsidiaries within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan, (b) a withdrawal by a Borrower, any of its Subsidiaries or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA, (c) a complete or partial withdrawal by a Borrower, any of its Subsidiaries or any ERISA Affiliate or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization or insolvency, (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan, (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon a Borrower, any of their respective Subsidiaries or any ERISA Affiliate.

“Erroneous Payment” has the meaning set out in Section 15.16(1).

“Erroneous Payment Deficiency Assignment” has the meaning set out in Section 15.16(4).

“Erroneous Payment Return Deficiency” has the meaning set out in Section 15.16(4).

“Erroneous Payment Subrogation Rights” has the meaning set out in Section 15.16(4).

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

“Euros” and “€” means the lawful currency of the member states of the European Union that adopt the single currency in accordance with the EC Treaty.

“Event of Default” has the meaning set out in Section 12.1.

“Excluded Amounts” means:

(a)

the cash proceeds of the Drawdown under the TLA Facility and the New High Yield Notes which will be used, inter alia, to repay the Existing Debt on or after the Effective Date and to fund the payment of any other fees, expenses, obligations or liabilities incurred by the Canadian Borrower and its Subsidiaries in connection herewith and the Acquisition;

(b)

any cash which is subject to a Permitted Encumbrance (excluding cash encumbered only by the Security and undetermined or inchoate liens and charges); and

(c)

any cash held by the Canadian Borrower and its Subsidiaries in any country other than Canada, the United States of America and Australia; provided that such cash is being held in the ordinary course of business and cannot be transferred out of the applicable countries without triggering any material adverse tax or other consequences.

“Excluded Collateral” means any assets of a Restricted Subsidiary which are excluded from the Security for any of the following reasons:

(a)

the granting of a Security Interest over such assets is prohibited by any law, rule, statute or regulation of the applicable jurisdiction;

(b)

such Restricted Subsidiary is contractually prohibited from granting a Security Interest over such assets (excluding any contractual prohibition in the Enerflex NPA or in any other agreement or instrument which relates to Debt); provided such contract was not entered into in contemplation and for purposes of avoiding such Restricted Subsidiary’s obligation to otherwise grant the Security Interest contemplated hereby; or

(c)

the cost of granting a Security Interest over such assets would be materially and disproportionately greater than the benefit to the Lenders of obtaining such Security Interest, as determined by the Agent in writing (for the purposes of the Credit Agreement), acting reasonably, following consultation with the Canadian Borrower,

provided that if part (a) or (b) above applies, the Canadian Borrower shall use commercially reasonable efforts to obtain any requisite third party consents or approvals, and to provide for the grant of Security Interest in a manner that complies with the applicable laws, rules, statute or regulation, in each case, in order to negate any applicable restriction in those circumstances where it would be reasonable and customary to do so, as determined by the Agent in writing (for the purposes of the Credit Agreement), acting reasonably, following consultation with the Canadian Borrower.

“Excluded Taxes” has the meaning set out in Section 8.5(1).

“Existing Bank Debt” means, collectively, all indebtedness, obligations and liabilities of the Canadian Borrower and its Subsidiaries (including, for certainty, Exterran and its Subsidiaries) under the Existing Credit Agreements.

“Existing Credit Agreements” means, collectively:

(a)

the Existing Enerflex Revolver Credit Agreement;

(b)

the credit agreement dated as of April 12, 2021 among Enerflex Compression LLC and certain other persons as borrowers, Regions Bank as agent and the lenders party thereto, as amended; and

(c)

the second amended and restated credit agreement dated as of October 9, 2018 among Exterran, as parent, Exterran Energy Solutions, L.P. as borrower, Wells Fargo Bank, National Association as agent and the lenders party thereto, as amended.

“Existing Debt” means the Existing Bank Debt and the Existing Note Debt.

“Existing Enerflex Revolver Credit Agreement” means the second amended and restated credit agreement made of May 2, 2019 among the Canadian Borrower and the Australian Borrower, as borrowers, The Toronto-Dominion Bank, as agent and the lenders party thereto, as amended.

“Existing Note Debt” means, collectively, all indebtedness, obligations and liabilities of the Canadian Borrower and its Subsidiaries (including, for certainty, Exterran and its Subsidiaries) under or in connection with the Enerflex Existing Notes and the Exterran Existing Notes.

“Exterran” means Exterran Corporation, a corporation existing under the laws of Delaware.

“Exterran Existing Notes” means all of the issued and outstanding notes under the Exterran Note Indenture.

“Exterran Note Indenture” means the indenture dated as of April 4, 2017 among Exterran, as parent, Exterran Energy Solutions, L.P. and EES Finance Corp. as issuers, and Wells Fargo Bank, National Association as trustee, as amended, supplemented or otherwise modified from time to time.

“FATCA” means sections 1471 through 1474 of the Code (amended from time to time), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

“Federal Funds Rate” means, for any day, the rate of interest per annum equal to (a) the weighted average (rounded upwards, if necessary, to the next 1/100th of one percent per annum) of the annual rates of interest on overnight Federal funds transactions with members of the Federal Reserve Board of the United States of America (or any successor thereof) arranged by Federal funds brokers on such day, as published on the next succeeding Banking Day by the Federal Reserve Bank of New York (or any successor thereto) or, (b) if such day is not a Banking Day, such weighted average for the immediately preceding Banking Day for which the same is published or, (c) if such rate is not so published for any day that is a Banking Day, the average (rounded upwards, if necessary, to the next 1/100th of one percent per annum) of the quotations for such day on such transactions received by the Agent, or the Canadian Operating Facility Lender, as applicable, from three Federal funds brokers of recognized standing selected by the Agent; provided that if the Federal Funds Rate as so determined would be less than the Floor on any day, the Federal Funds Rate will be deemed to be the Floor on such day for all purposes of this Agreement.

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

“Finance Lease Obligations” means, at any time with respect to any person, the amount of the lessee’s obligations under Finance Leases which are required to be shown as a liability on the consolidated balance sheet of such person in accordance with applicable generally accepted accounting principles (as specified in the definition of Finance Lease).

“Financial Assistance” means, with respect to any person and without duplication, any loan, Guarantee, indemnity, assurance, acceptance, extension of credit, loan purchase, share purchase, equity or capital contribution, investment or other form of direct or indirect financial assistance or support of any other person or any obligation (contingent or otherwise) intended to enable another person to incur or pay any Debt or to comply with agreements relating thereto or otherwise to assure or protect creditors of the other person against loss in respect of Debt of the other person and includes any Guarantee of or indemnity in respect of the Debt of the other person and any absolute or contingent obligation to (directly or indirectly):

(a)

advance or supply funds for the payment or purchase of any Debt of any other person;

(b)

purchase, sell or lease (as lessee or lessor) any property, assets, goods, services, materials or supplies primarily for the purpose of enabling any person to make payment of Debt or to assure the holder thereof against loss;

(c)

guarantee, indemnify, hold harmless or otherwise become liable to any creditor of any other person for, from, against or in respect of any losses, liabilities or damages in respect of Debt;

(d)

make a payment to another for goods, property or services regardless of the non-delivery or non-furnishing thereof; or

(e)

make an advance, loan or other extension of credit to or to make any subscription for equity, equity or capital contribution, or investment in or to maintain the capital, working capital, solvency or general financial condition of another person for the purpose of enabling any person to make payment on Debt,

The amount of any Financial Assistance is the lesser of the amount of any loan or direct or indirect financial assistance or support, without duplication, given, or all Debt of the obligor to which the Financial Assistance relates, unless the Financial Assistance is limited to a determinable amount, in which case the amount of the Financial Assistance is such determinable amount.

“Financial Calculation” has the meaning set out in the definition of Accounting Change.

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

“Financial Instrument Demand for Payment” means a demand made by a Lender or Hedging Affiliate pursuant to a Lender Financial Instrument demanding payment of the Financial Instrument Obligations which are then due and payable relating thereto and shall include, without limitation, any notice under any agreement evidencing a Lender Financial Instrument which, when delivered, would require an early termination thereof and a payment by the applicable Borrower or Restricted Subsidiary in settlement of obligations thereunder as a result of such early termination.

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

“Financing Transactions” means, collectively, (a) the closing of the Credit Facilities and (b) the issuance by the Canadian Borrower of the New High Yield Notes.

“Fitch” means Fitch Ratings, Inc. and any successors thereto.

“Floor” means 0.00% per annum.

“Former Lender” has the meaning set out in Section 11.11.

“Fronted LC” means a Letter of Credit issued by a Fronting Lender for the account of the Syndicated Facility Lenders.

“Fronting Lender” means, each to a maximum of its respective Fronting Limit, (a) initially, Royal Bank of Canada, The Toronto-Dominion Bank, The Bank of Nova Scotia, Canadian Imperial Bank of Commerce, HSBC Bank Canada and Wells Fargo Bank, N.A. or (b) such other Syndicated Facility Lender as is selected by the Agent and the Canadian Borrower and which assumes in writing with the Canadian Borrower, the Syndicated Facility Lenders and the Agent, the obligation of issuing Letters of Credit for the account of the Syndicated Facility Lenders under the Syndicated Facility; provided that, with respect to particular usage herein and if the context requires, “Fronting Lender” shall mean the Syndicated Facility Lender which has issued the Letter of Credit in question.

“Fronting Limit” means, with respect to each Fronting Lender, the maximum Outstanding Principal of Letters of Credit for which such Lender is obligated to be the Fronting Lender hereunder, which limit is set forth opposite the name of such Fronting Lender on Schedule A annexed hereto, as amended from time to time with the written consent of the applicable Fronting Lender and the Canadian Borrower and notified to the Agent in writing by the Canadian Borrower.

“Fund” means any person (other than a natural person) that has been (or will be) formed for the primary purpose of engaging in the making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit for and on behalf of persons who have invested capital in such person to fund such activities and whose investment is managed by such person or its Affiliate.

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

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

“Guarantee” means any guarantee, undertaking to assume, endorse, contingently agree to purchase or to provide funds for the payment of, or otherwise become liable in respect of, any obligation of any person; provided that the amount of each Guarantee shall be deemed to be the amount of the obligation guaranteed thereby, unless the Guarantee is limited to a determinable amount in which case the amount of such Guarantee shall be deemed to be the lesser of such determinable amount or the amount of such obligation. For greater certainty, nothing contained in this Agreement shall restrict the ability of the Canadian Borrower or any Subsidiary to provide performance guarantees not related to or guaranteeing Debt.

“Guarantee Subordination Terms” means the terms of subordination substantially as set forth in Schedule O subject to (a) such modifications thereto as may be reasonably required to conform the terminology and section references used therein to the applicable terminology and section references used in such indenture or other agreement governing such Debt and (b) such other modifications as may be otherwise agreed to by the Agent, acting reasonably; provided that such other modifications shall not materially impair any of the rights and benefits of the Secured Parties which are set forth in Schedule O.

“Hazardous Materials” means any substance, product, liquid, waste, pollutant, chemical, contaminant, insecticide, pesticide, gaseous or solid matter, organic or inorganic matter, fuel, micro-organism, ray, odour, radiation, energy, vector, plasma, constituent, material or any combination thereof which (a) is regulated or prohibited under any Environmental Law or (b) is hazardous, hazardous waste, toxic, a pollutant, a deleterious substance, a contaminant or a source of pollution or contamination under any Environmental Law, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Head Company” means the head company (as defined in the Australian Tax Act) of an Australian Tax Consolidated Group.

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

“Hydrocarbons” means oil, natural gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all constituents, elements or compounds thereof and products refined or processed therefrom.

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

“Indemnified Parties” means, collectively, the Agent and the Lenders, including a receiver, receiver manager or similar person appointed under applicable law, and their respective Affiliates, officers, directors, employees and agents, and “Indemnified Party” means any one of the foregoing.

“Indemnified Third Party” has the meaning set out in Section 14.3.

“Information” has the meaning set out in Section 16.1(2).

“Intellectual Property” means, collectively, patents, patents pending, copyrights, proprietary processes or programs, industrial designs, trademarks, trademark applications, trade names and other intellectual property of every nature and kind.

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

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

(a)

all interest accrued or payable in respect of such period, including capitalized interest;

(b)

all fees (including standby, commitment and stamping fees and fees payable in respect of letters of credit and letters of guarantee supporting obligations which constitute Debt) accrued or payable in respect of such period and which relate to any indebtedness for borrowed money or credit agreement, prorated (as required) over such period;

(c)

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

(d)

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

but excluding (i) any such interest expense in respect of Non-Recourse Debt and (ii) any such interest expense in respect of Debt incurred by any Project Finance SPV.

“Interest Hedging Agreement” means any interest swap agreement, forward rate agreement, floor, cap or collar agreement, futures or options, insurance or other similar agreement or arrangement, or any combination thereof, entered into by the Canadian Borrower or a Restricted Subsidiary where the subject matter of the same is interest rates or the price, value or amount payable thereunder is dependent or based upon the interest rates or fluctuations in interest rates in effect from time to time (but, for certainty, shall exclude conventional floating rate debt).

“Interest Payment Date” means:

(a)

with respect to each Canadian Prime Rate Loan, U.S. Base Rate Loan and Australian Overdraft Loan, the first day of January, April, July and October in each year; and

(b)

with respect to each SOFR Loan and BBSY Loan, the last day of each applicable Interest Period and, if any Interest Period in respect of a SOFR Loan is longer than 3 months, the last Banking Day of each 3 month period during such Interest Period in respect of such SOFR Loan,

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

“Interest Period” means:

(a)

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

(b)

with respect to each Bankers’ Acceptance, the period selected by the Canadian Borrower hereunder and being of 1, 2 or 3 months’ duration, subject to market availability, (or, subject to the agreement of all of the applicable Lenders, a longer or shorter period) commencing on the Drawdown Date, Rollover Date or Conversion Date of such Loan;

(c)

with respect to each SOFR Loan, the period selected by the applicable North American Borrower and being of 1, 3 or 6 months’ duration, subject to market availability (or, subject to the agreement of all of the applicable Lenders, a longer or shorter period) commencing on the applicable Drawdown Date, Rollover Date or Conversion Date, as the case may be;

(d)

with respect to each BBSY Loan, the period selected by the Australian Borrower and being of 1, 2, 3 or 6 months’ duration (or, subject to the agreement of the Australian Operating Facility Lender, a longer or shorter period) commencing on the applicable Drawdown Date or Rollover Date, as the case may be; and

(e)

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

provided that in any case: (i) the last day of each Interest Period shall be also the first day of the next Interest Period whether with respect to the same or another Loan; (ii) the last day of each Interest Period shall be a Banking Day and if the last day of an Interest Period selected by the applicable Borrower is not a Banking Day the applicable Borrower shall be deemed to have selected an Interest Period the last day of which is the Banking Day next following the last day of the Interest Period selected unless such next following Banking Day falls in the next calendar month in which event the applicable Borrower shall be deemed to have selected an Interest Period the last day of which is the Banking Day next preceding the last day of the Interest Period selected by such Borrower; (iii) the last day of all Interest Periods for Loans outstanding under a given Credit Facility shall expire on or prior to the Maturity Date applicable thereto, subject, however, in the case of Letters of Credit to the provisions of Section 7.2 and (iv) no tenor that has been removed from this definition pursuant to Section 13.1 shall be available for specification in such Drawdown Notice, Conversion Notice or interest election.

“Investment” means (a) any purchase or other acquisition of shares or other securities (other than Approved Securities) of any person, (b) any loan or advance to or for the benefit of any person, (c) any capital contribution to any other person, or (d) any funding for Non-Recourse Assets.

“Judgment Conversion Date” has the meaning set out in Section 14.4(1).

“Judgment Currency” has the meaning set out in Section 14.4(1).

“Knowingly” or “Knowledge” means the actual knowledge of the Canadian Borrower after reasonable inquiry among the chief executive officer, the chief financial officer, the chief operating officer, the general counsel or the treasurer, in each case, of the Canadian Borrower, or any other senior officer of the Canadian Borrower having responsibility for managing any material aspect of the relevant business of the Canadian Borrower.

“Lead Arrangers” means, collectively, RBC Capital Markets, The Bank of Nova Scotia and TD Securities, in their respective capacities as co-lead arrangers and joint bookrunners.

“Lender BA Suspension Notice” has the meaning set out in Section 13.2.

“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 of America, Canada or any other Governmental Authority) or is otherwise adjudicated as, or determined by any Governmental Authority having regulatory authority over such Lender or Lender Parent or their respective assets to be, insolvent, bankrupt or deficient in meeting any capital adequacy or liquidity standard of any such Governmental Authority.

“Lender Financial Instrument” means a Financial Instrument entered into between a Lender or a Hedging Affiliate and a Borrower or a Restricted Subsidiary.

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

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

(a)

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

(b)

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

(c)

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

(d)

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

(e)

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

(f)

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

(g)

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

(h)

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

(g)

above, inclusive; or

(i)

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

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

“Lender Sanctioned Person” means any person which is (a) subject to Lender Sanctions Regulations and (b) notified by the Agent or any Lender to the Canadian Borrower in writing.

“Lender Sanctions Regulations” means, collectively, any sanctions laws and regulations imposed by a Governmental Authority that are applicable to the branch from which a Lender is making a Loan and which (a) would reasonably expected to be violated by such Lender as a consequence of the proposed use of proceeds of any Drawdown, (b) are applicable to the Agent or any Lender and not otherwise applicable to the Canadian Borrower and its Subsidiaries and (c) are notified by the Agent or any Lender to the Canadian Borrower in writing.

“Lenders” means the financial institutions named on Schedule A annexed hereto, together with such other persons as become parties hereto and, in the context of provisions hereunder relating to:

(a)

the Syndicated Facility and Loans thereunder, means the Syndicated Facility Lenders;

(b)

the TLA Facility and Loans thereunder, means the TLA Facility Lenders;

(c)

the Canadian Operating Facility and Loans thereunder, means the Canadian Operating Facility Lender; and

(d)

the Australian Operating Facility and Loans thereunder, means the Australian Operating Facility Lender,

and “Lender” means any one of them, as applicable and as the context requires.

“Lenders’ Counsel” means the firm of Norton Rose Fulbright Canada LLP or such other firm of legal counsel as the Agent may from time to time designate.

“Letter of Credit” or “LC” means a letter of credit in form satisfactory to and issued by a Fronting Lender for the account of Syndicated Facility Lenders or by the Agent as attorney-in-fact on behalf of each of the Syndicated Facility Lenders, in each case acting at the request of and in accordance with the instructions of the applicable North American Borrower, to make payment in accordance with the terms and conditions thereof of an amount to or to the order of a third party.

“Loan” means a Canadian Prime Rate Loan, U.S. Base Rate Loan, SOFR Loan, BBSY Loan, Australian Overdraft Loan, Bankers’ Acceptance or BA Equivalent Advance, Letter of Credit, Canadian Letter of Credit or Australian Letter of Credit outstanding hereunder.

“Loan Parties” means, collectively, the Secured Loan Parties and the Unsecured Loan Parties and “Loan Party” means any one of them.

“Majority of the Lenders” means:

(a)

during the continuance of a Default or an Event of Default, those Lenders the Rateable Portions of all Outstanding Principal of which are, in the aggregate, greater than 50% of all Outstanding Principal; and

(b)

at any other time, those Lenders the Commitments of which are, in the aggregate, greater than 50% of the Commitments of all Lenders hereunder.

“Margin Stock” has the meaning set out in Section 9.1(1)(x).

“Material Acquisition” means an acquisition by a Borrower or a Restricted Subsidiary of assets, shares or stock of another person in a single transaction or in a series of transactions consummated after the Effective Date with a value (in Canadian Dollars or the Equivalent Amount in Canadian Dollars measured at the time of determination) that is greater than 10% of Consolidated Net Tangible Assets (calculated from the most recent consolidated balance sheet of the Canadian Borrower provided to the Agent prior to the completion of such acquisition).

“Material Adverse Change” means any event, circumstance, occurrence or change which results in, or which would reasonably be expected to result in, a Material Adverse Effect.

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

(a)

the financial condition of the Canadian Borrower and its Subsidiaries on a consolidated basis and taken as a whole;

(b)

the ability of a Borrower or any of the other Loan Parties to observe or perform its obligations under the Documents to which it is a party or the validity or enforceability of such Documents or any material provision thereof; or

(c)

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

“Maturity Date” means:

(a)

in respect of the Syndicated Facility and the Obligations owing to a given Lender under or pursuant to the Syndicated Facility, the Syndicated Facility Maturity Date;

(b)

in respect of the TLA Facility and the Obligations owing to a given Lender under or pursuant to the TLA Facility, the TLA Facility Maturity Date;

(c)

in respect of the Canadian Operating Facility and the Obligations owing under or pursuant to the Canadian Operating Facility, the Canadian Operating Facility Maturity Date; and

(d)

in respect of the Australian Operating Facility and the Obligations owing under or pursuant to the Australian Operating Facility, the Australian Operating Facility Maturity Date.

“Merger Agreement” means the agreement and plan of merger dated as of January 24, 2022 among the Canadian Borrower, Enerflex Holdings and Exterran which provides for the merger of Enerflex Holdings with and into Exterran.

“Merger Agreement Representations” means the representations and warranties made by or on behalf of Exterran in the Merger Agreement as are material to the interests of the Lenders, but only to the extent that the Canadian Borrower or Enerflex Holdings has, under the express terms of the Merger Agreement, the right (taking into account any applicable cure provisions) to terminate its obligations under the Merger Agreement without penalty or payment of any break fee or make-whole amount, or the right not to consummate the Acquisition pursuant to the Merger Agreement (in each case, without giving effect to notice or lapse of time or both), as a result of any inaccuracy of such representations and warranties in the Merger Agreement.

“Minimum Liquidity” means an amount equal to the sum of the Equivalent Amount in United States Dollars of (a) the aggregate undrawn availability under the Credit Facilities and all other committed credit facilities of the Canadian Borrower and the Restricted Subsidiaries and (b) all Unrestricted Cash.

“Moody’s” means Moody’s Investors Services, Inc. and any successors thereto.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which a Borrower, any of their respective Subsidiaries or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Multiple Employer Plan” means any employee benefit plan which has two or more contributing sponsors (including a Borrower, any of their respective Subsidiaries or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

“Net Funded Debt” means, at any time, all obligations, liabilities and indebtedness of the Canadian Borrower, on a consolidated basis (in Canadian Dollars or the Equivalent Amount in Canadian Dollars measured at the time of determination) which would, in accordance with generally accepted accounting principles, be classified upon a consolidated balance sheet of Canadian Borrower as indebtedness for borrowed money and, whether or not so classified, shall include (without duplication):

(a)

indebtedness for borrowed money;

(b)

obligations for the repayment of: (i) bankers’ acceptances (including payment and reimbursement obligations in respect thereof), or (ii) letters of credit and letters of guarantee supporting obligations which would otherwise constitute Net Funded Debt within the meaning of this definition or indemnities issued in connection therewith;

(c)

obligations with respect to the reimbursement of drawings under all other letters of credit and letters of guarantee;

(d)

obligations under Guarantees, indemnities, assurances, legally binding comfort letters, the face value of financial letters of credit or other contingent obligations for the repayment indebtedness or other obligations of any other person which would otherwise constitute Net Funded Debt within the meaning of this definition and all other obligations incurred for the purpose of or having the effect of providing financial assistance to another person for the repayment of such indebtedness or such other Debt obligations, including, without limitation, endorsements of bills of exchange (other than for collection or deposit in the ordinary course of business);

(e)

(i) all indebtedness representing the deferred purchase price of any property to the extent that such indebtedness is or remains unpaid after the expiry of the customary time period for payment (excluding current accounts payable to trade creditors in the ordinary course of business, so long as the same are not outstanding longer than is customary in the Canadian Borrower’s or the applicable Subsidiary’s business), provided however that such time period shall in no event exceed 90 days, (ii) all obligations created or arising under any conditional sales agreement or other title retention agreement and (iii) Finance Lease Obligations, except for those obligations relating to (A) leases for office space or (B) Operating Leases;

(f)

all other long term obligations (including the current portion thereof) upon which interest charges are customarily paid prior to default; and

(g)

Prepaid Obligations,

less, in each case, an amount equal to the Equivalent Amount in Canadian Dollars of Unrestricted Cash and shall exclude for greater certainty (without any inference that their exclusion could be interpreted as such comprising Net Funded Debt, but for such exclusion) each of the following, determined (as required) in accordance with generally accepted accounting principles:

(h)

Non-Recourse Debt of the Canadian Borrower or any Subsidiary;

(i)

Convertible Securities issued by the Canadian Borrower;

(j)

Performance Letters of Credit;

(k)

Financial Instrument Obligations;

(l)

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

(m)

accrued interest not yet due and payable;

(n)

current taxes payable and future taxes;

(o)

dividends or other equity distributions payable;

(p)

Debt of any Project Finance SPV;

(q)

Debt which has been fully and irrevocably defeased; and

(r)

Debt incurred or subsisting under the Enerflex Existing Notes and the Exterran Existing Notes.

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

“Net Income” means, in respect of any period for which it is being determined, the consolidated net income of the Canadian Borrower (excluding any Project Finance SPV) determined in accordance with generally accepted accounting principles.

“New High Yield Notes” means the U.S.$625,000,000 9.00% senior secured notes issued by the Canadian Borrower, the net proceeds which shall be wholly applied to replace and/or repay the Existing Debt and to fund the payment of any other fees, expenses, obligations or liabilities incurred by the Canadian Borrower and its Subsidiaries in connection herewith and the Acquisition.

“Non-Acceptance Lender” means (a) a Lender which ceases to accept bankers’ acceptances in the ordinary course of its business or (b) in respect of Lenders other than Schedule I Lenders, a Lender who, by notice in writing to the Agent and the Canadian Borrower, elects thereafter to make BA Equivalent Advances in lieu of accepting Bankers’ Acceptances.

“Non-Defaulting Lender” has the meaning set out in Section 16.2(4).

“Non-LC Lender” means a Syndicated Facility Lender (a) which does not issue letters of credit in the ordinary course of its business or which is prohibited by applicable laws from issuing letters of credit and (b) which has notified the Agent and the Canadian Borrower that it shall be a “Non-LC Lender” hereunder.

“Non-Recourse Assets” means, without duplication:

(a)

the assets of the Canadian Borrower or a Restricted Subsidiary which are created, developed, constructed or acquired with or in respect of which Non-Recourse Debt has been incurred or assumed and any and all receivables, inventory, equipment, chattel paper, intangibles and other rights or collateral arising from or connected with such assets; and

(b)

the shares or other ownership interests of or other Investments in (i) a Project Finance SPV or Unrestricted Subsidiary which are pledged in support of (x) Non-Recourse Debt incurred by a Loan Party or (y) Debt incurred by a Project Finance SPV or an Unrestricted Subsidiary or (ii) any other single purpose entity which holds only assets referred to in (a) above and, in each case, which are owned or held by the Canadian Borrower or a Restricted Subsidiary; provided that, in each case, the recourse to such Loan Party, Project Finance SPV or Unrestricted Subsidiary of the lender of such Non-Recourse Debt (or any agent, trustee, receiver or other person acting on behalf of such lender) against any Borrower or Restricted Subsidiary in respect of such indebtedness is limited in all circumstances (other than in respect of false or misleading representations or warranties in respect of which such lender may have recourse against a Borrower or Restricted Subsidiary on an unsecured basis) to such Investments;

provided that upon all such Debt incurred by a Loan Party, a Project Finance SPV or Unrestricted Subsidiary or all such Non-Recourse Debt (including, in each case, any refinancings thereof) being repaid in full, such applicable assets shall then cease to be Non-Recourse Assets.

“Non-Recourse Debt” means any indebtedness (in Canadian Dollars or the Equivalent Amount in Canadian Dollars measured at the time of determination) of a Borrower or Restricted Subsidiary in respect of any amounts borrowed, Purchase Money Obligations, obligations secured by a Security Interest existing on property owned subject to a Security Interest (whether or not the obligations secured thereby shall have been assumed) and guarantees, indemnities, endorsements (other than endorsements for collection in the ordinary course of business) or other contingent obligations in respect of obligations of another person for indebtedness of that other person in respect of any amounts borrowed by them to finance or refinance the creation, development, construction or acquisition of assets and any increases in or extensions, renewals or refinancings of any such indebtedness, liabilities and obligations, provided that the recourse of the lender thereof or any agent, trustee, receiver or other person acting on behalf of the lender in respect of such indebtedness, liabilities and obligations or any judgment in respect thereof is limited in all circumstances (other than in respect of false or misleading representations or warranties) to such assets and any and all receivables, inventory, equipment, chattel paper, intangibles and other rights or collateral arising from or connected with such assets (and, for certainty, shall include the shares or other ownership interests of or investments in a Project Finance SPV, Unrestricted Subsidiary or other single purpose entity which holds only such assets and other rights and collateral arising from or connected therewith) and/or to persons other than the Canadian Borrower or any Restricted Subsidiary.

“North American Borrowers” means, collectively, the Canadian Borrower and the U.S. Borrowers and “North American Borrower” means any one of such borrowers.

“Obligations” means, at any time and from time to time, all of the obligations, indebtedness and liabilities (present or future, absolute or contingent, matured or not) of the Borrowers and their Subsidiaries to the Lenders, the Agent or the Collateral Agent under, pursuant or relating to the Documents or the Credit Facilities and whether the same are from time to time reduced and thereafter increased or entirely extinguished and thereafter incurred again and including, without limitation, all principal, interest, fees, legal and other costs, charges and expenses, and other amounts payable by the Borrowers under this Agreement.

“Officer’s Certificate” means a certificate or notice (other than a Compliance Certificate) signed by any one of the president, chief financial officer, a vice president, treasurer, assistant treasurer, controller, corporate secretary or assistant secretary of a Borrower or a Subsidiary, as the case may be, (including, in the case of a partnership a certificate or notice signed by such an officer of a general partner of such partnership); provided, however, that Drawdown Notices, Conversion Notices, Rollover Notices and Repayment Notices shall be executed on behalf of the applicable Borrower by any one of the foregoing persons or such other persons as may from time to time be designated by written notice from the applicable Borrower to the Agent, the Canadian Operating Facility Lender or the Australian Operating Facility Lender, as applicable.

“Operating Facility Lenders” means, collectively, the Canadian Operating Facility Lender and the Australian Operating Facility Lender, and “Operating Facility Lender” means any one of them.

“Operating Facility Letter of Credit” means a Canadian Letter of Credit or an Australian Letter of Credit, as the context may require.

“Operating Lease” means any lease or other arrangement (whether entered into before or after the effective date of IFRS 16) which would have been classified as an operating lease in accordance with generally accepted accounting principles as in effect immediately prior to the effective date of IFRS 16.

“Order” has the meaning set out in Section 7.10(5).

“Outstanding BAs Collateral” has the meaning set out in Section 2.17(3).

“Outstanding Principal” means, at any time, the aggregate of (i) the principal amount of all outstanding U.S. Base Rate Loans and SOFR Loans, (ii) the Equivalent Amount in United States Dollars of the principal amount of all outstanding Canadian Prime Rate Loans, BBSY Loans, and Australian Overdraft Loans, (iii) the Equivalent Amount in United States Dollars of amounts payable at maturity of all outstanding Bankers’ Acceptances and BA Equivalent Advances, (iv) the aggregate undrawn face amount of all outstanding Letters of Credit denominated in United States Dollars, (v) the Equivalent Amount in United States Dollars of the maximum amount available to be drawn under all outstanding Letters of Credit denominated in any currency other than United States Dollars and (vi) the Equivalent Amount in United States Dollars of the aggregate undrawn face amount of all outstanding Canadian Letters of Credit and Australian Letters of Credit.

“Parallel Liability” means the undertaking of a Borrower pursuant to Section 15.17.

“Parent Guarantee” means the guarantee executed and delivered by the Canadian Borrower under and pursuant to this Agreement substantially in the form of Schedule H-2 annexed hereto with such modifications, insertions and amendments as may be required by the Agent and agreed to by the Canadian Borrower, each acting reasonably.

“Parity Lien Obligations” has the meaning given to such term in the CAIA.

“Payment Recipient” has the meaning set out in Section 15.16(1).

“PBGC” means the U.S. Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“Pension Act” means the Pension Protection Act of 2006 (United States).

“Pension Funding Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any instalment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

“Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by a Borrower, any of their respective Subsidiaries or any ERISA Affiliate, or with respect to which a Borrower or any ERISA Affiliate has any obligation or liability, contingent or otherwise, and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.

“Performance Letters of Credit” means letters of credit or letters of guarantee which are not “direct credit substitutes” (as determined by the Agent, acting reasonably) within the meaning of the Capital Adequacy Requirements.

“Permitted Contest” means action taken by or on behalf of a Borrower or a Subsidiary (excluding any Project Finance SPV) in good faith by appropriate proceedings diligently pursued to contest a Tax, claim or Security Interest, provided that the person to which the Tax, claim or Security Interest being contested is relevant (and, in the case of a Subsidiary of the Canadian Borrower, the Canadian Borrower on a consolidated basis) has established reasonable reserves therefor if and to the extent required by generally accepted accounting principles.

“Permitted Debt” means the following:

(a)

the Obligations;

(b)

Financial Instrument Obligations under and pursuant to Permitted Hedging;

(c)

Bank Product Obligations;

(d)

any unsecured and unsubordinated Debt owing by a Restricted Subsidiary to a Loan Party or by a Borrower to a Loan Party;

(e)

Non-Recourse Debt; provided that the aggregate outstanding principal amount thereof (in Canadian Dollars or the Equivalent Amount in Canadian Dollars measured at the time of determination) does not, at any time, exceed 10% of Consolidated Net Tangible Assets;

(f)

Debt under the New High Yield Notes;

(g)

Debt incurred by a Loan Party; provided that (i) such Debt has a weighted average maturity date not sooner than 6 months after the Syndicated Facility Maturity Date in effect on the date such Debt is issued or incurred, (ii) no Default or Event of Default has occurred and is continuing immediately prior to the incurrence of such Debt and (iii) immediately after the incurrence of such Debt and the application of the proceeds thereof, no Default or Event of Default shall have occurred and be continuing and, for certainty, the Canadian Borrower shall be in compliance with the financial covenants provided for in Section 10.3 hereof as at the immediately preceding Quarter End (assuming that such Debt was incurred on such Quarter End) and the Canadian Borrower shall have delivered a Compliance Certificate to the Agent certifying the same at least five Banking Days prior to the incurrence of such Debt;

(h)

(i) Purchase Money Obligations and obligations created or arising under any conditional sales agreement or other title retention agreement, (ii) Finance Lease Obligations and (iii) any other Debt; provided that the principal amount of all such obligations (in Canadian Dollars or the Equivalent Amount in Canadian Dollars measured at the time of determination) (excluding the amount of the obligations relating to (A) leases for office space or (B) Operating Leases) in this subparagraph (h) does not, in the aggregate, exceed 5% of Consolidated Net Tangible Assets;

(i)

Convertible Securities issued by the Canadian Borrower;

(j)

Debt consisting of Financial Assistance permitted under Section 10.2(1)(f);

(k)

Debt incurred or subsisting under or in connection with the Enerflex Existing Notes; provided that such Debt is fully repaid within 15 days after the Effective Date;

(l)

Debt incurred or subsisting under or in connection with the Exterran Existing Notes; provided that such Debt is fully repaid within 35 days after the Effective Date;

(m)

unsecured Debt incurred or subsisting under or in connection with the EDC-Backed LC Facility or the EDC Indemnity; and

(n)

any Guarantee of the Debt referred to in the preceding subparagraphs (a) to (m).

“Permitted Disposition” means, in respect of a Borrower or any Restricted Subsidiary, any of the following:

(a)

a sale or disposition by such Borrower or such Restricted Subsidiary of inventory (including, for certainty, property produced for sale) in the ordinary course of business;

(b)

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

(c)

a sale or disposition of any property or assets by (i) such Borrower to a Loan Party, (ii) in the case of a Restricted Subsidiary that is a Loan Party, such Restricted Subsidiary to a Loan Party or (iii) in the case of a Restricted Subsidiary that is not a Loan Party, such Restricted Subsidiary to a Borrower or any other Restricted Subsidiary;

(d)

a sale or disposition by such Borrower or Restricted Subsidiary of its interest in machinery, equipment or other tangible personal property for which Purchase Money Obligations were incurred and (i) such Purchase Money Obligations are fully repaid concurrently with such sale or disposition and (ii) such sale or disposition is made in the ordinary course of business at fair market value to a person at arm’s length from the Canadian Borrower and its Subsidiaries;

(e)

a sale or disposition by such Borrower or Restricted Subsidiary of real property that is no longer useful in the business of such Borrower or Restricted Subsidiary;

(f)

a sale or disposition of assets by such Borrower or Restricted Subsidiary that is required by a Governmental Authority pursuant to or in connection with the Acquisition;

(g)

a disposition of cash or cash equivalents by such Borrower or Restricted Subsidiary pursuant to a bona fide transaction not prohibited under this Agreement, including, but not limited to, in connection with any Distribution required under an Australian Tax Sharing Agreement or Australian Tax Funding Agreement (to the extent not prohibited by the terms of this Agreement);

(h)

the surrender or waiver by such Borrower or Restricted Subsidiary of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind;

(i)

the grant by such Borrower or Restricted Subsidiary in the ordinary course of business of any non-exclusive license of patents, trademarks, registrations therefor and other similar intellectual property;

(j)

a disposition of assets by such Borrower or Restricted Subsidiary resulting from an expropriation, involuntary taking or similar action by any government or the claims related thereto (including any receipt of proceeds related thereto or the subsequent sale or other disposition of any non cash consideration received therefrom);

(k)

a disposition of an investment in a joint venture by such Borrower or Restricted Subsidiary to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in the applicable joint venture agreement or any similar binding arrangements;

(l)

a disposition of accounts receivable and notes receivable by such Borrower or Restricted Subsidiary in connection with the compromise, settlement or collection thereof in the ordinary course of business or consistent with past practice or in bankruptcy or similar proceedings (and exclusive of factoring or similar arrangements), and dispositions of investments received in satisfaction or partial satisfaction of accounts receivable and notes receivable from financially troubled account debtors to the extent reasonably necessary or advisable in order to prevent or limit loss, excluding, in all such cases, factoring or similar arrangements;

(m)

the lease, assignment or sub-lease of any real or personal property by such Borrower or Restricted Subsidiary in the ordinary course of business and the exercise of termination rights with respect to any lease, sub-lease, license or sublicense or other agreement;

(n)

the unwinding or termination by such Borrower or Restricted Subsidiary of any Financial Instrument; and

(o)

a disposition by such Borrower or Restricted Subsidiary of property subject to or resulting from casualty losses and condemnation or similar proceedings (including dispositions in lieu thereof).

“Permitted Encumbrances” means as at any particular time any of the following encumbrances on the assets, property or undertakings or any part of the assets, property or undertakings of a Borrower or Restricted Subsidiary:

(a)

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

(b)

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

(c)

liens under or pursuant to any judgment or award rendered, or claim filed, against a Borrower or Restricted Subsidiary, the time for the appeal or petition for rehearing of which shall not have expired, or which such Borrower or Restricted Subsidiary (as applicable) shall be contesting at the time by a Permitted Contest or which such Borrower or Restricted Subsidiary (as applicable) shall in good faith be prosecuting an appeal or proceeding for review and in respect of which a stay of execution pending such appeal or proceeding for review shall have been secured;

(d)

undetermined or inchoate liens, charges, privileges, statutory liens, adverse claims or encumbrances of any nature whatsoever arising or potentially arising under statutory provisions incidental to construction or current operations which have not at such time been filed pursuant to law against a Borrower or Restricted Subsidiary or which relate to obligations not due or delinquent or, if due or delinquent, the validity of which is being contested at the time by a Permitted Contest;

(e)

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

(f)

the rights reserved to or vested in Governmental Authorities by statutory provisions or by the terms of leases, licenses, franchises, grants or permits, which affect any land, to terminate the leases, licenses, franchises, grants or permits or to require annual or other periodic payments as a condition of the continuance thereof;

(g)

liens or covenants restricting or prohibiting access to or from lands abutting on controlled access highways or covenants affecting the use to which lands may be put; provided, however, such liens or covenants do not materially impair the use of the lands in the operations of a Borrower or Restricted Subsidiary;

(h)

any carrier’s, warehouseman’s, builder’s, mechanic’s, garageman’s, labourer’s, employee’s or materialman’s lien or other similar lien arising in the ordinary course of business or out of the construction or improvement of any land or arising out of the furnishing of materials or supplies, provided that such lien secures monies not at the time overdue, or, if due or delinquent, the validity of which is being contested at the time by a Permitted Contest;

(i)

in respect of any land, any defects or irregularities in the title to such land which are of a minor nature and which, in the aggregate, will not materially impair the use of such land for the purposes for which such land is held;

(j)

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

(k)

the reservation in any original grants from the Crown of any land or interests therein and statutory exceptions and reservations to title and reservations of mineral rights in any grants from the Crown or from any other predecessors in title;

(l)

Security Interests created by the Security which secure the Secured Obligations;

(m)

any lease for office space entered into in the ordinary course of business;

(n)

pledges of cash or Approved Securities and bankers’ liens, rights of set-off and other similar liens existing solely with respect to such cash and Approved Securities on deposit in one or more accounts maintained by a Borrower or any of the Restricted Subsidiaries, in each case, granted in the ordinary course of business in favour of a person that is a Lender or an Affiliate of a Lender, with which such accounts are maintained, securing Bank Product Obligations, including those involving pooled accounts and netting arrangements;

(o)

pledges of cash or Approved Securities on deposit in one or more accounts maintained by a Borrower or any of the Restricted Subsidiaries, in each case, granted in the ordinary course of business in favour of a person that is not a Lender or an Affiliate of a Lender, with which such accounts are maintained, securing Permitted Hedging up to an aggregate amount not to exceed U.S.$20,000,000;

(p)

Security Interests securing (i) the Permitted Debt referenced in subparagraph (e) in the definition thereof, (ii) the Permitted Debt referenced in subparagraph (h) in the definition thereof (excluding any Debt incurred or subsisting under or in connection with the EDC- Backed LC Facility or the EDC Indemnity) provided that such Security Interests do not attach generally to all or substantially all of the undertaking, assets and property of the Canadian Borrower or any Restricted Subsidiary unless in the case of a Restricted Subsidiary, its assets primarily consist of assets financed by such Permitted Debt and (iii) all other Permitted Debt but only to the extent such Security Interests arise in connection with rights of set-off;

(q)

landlords’ liens or any other rights of distress reserved in or exercisable under any lease of real property for rent and for compliance with the terms of such lease; provided that such lien does not attach generally to all or substantially all of the undertaking, assets and property of a Borrower or Restricted Subsidiary unless in the case of a Restricted Subsidiary, its assets primarily consist of and relate to the premises leased or are located thereon;

(r)

liens or deposits to secure performance of (i) bids, tenders, contracts (other than contracts for the payment of money), (ii) statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business or (iii) leases of real property entered into in the ordinary course of business, in each case, to which a Borrower or Restricted Subsidiary is a party;

(s)

Security Interests resulting from the deposit of cash or Approved Securities or Security Interests on other assets as security when a Borrower or Restricted Subsidiary is required by a Governmental Authority or by normal business practice to provide such deposits or security in connection with contracts, licenses or tenders or similar matters in the ordinary course of business and for the purpose of carrying on the same, or to secure workers’ compensation, surety or appeal bonds or to secure costs of litigation when required by Applicable Law;

(t)

rights and interests created by notice by any Department of Highways or similar authorities with respect to proposed highways and which do not materially impair the operation of the business of a Borrower or Restricted Subsidiary;

(u)

lis pendens that may be registered against any real property or interest therein of a Borrower or a Restricted Subsidiary in respect of any action or proceeding against such Borrower or such Restricted Subsidiary or in which it is a defendant but with respect to which action or proceeding no judgment, award or attachment against such Borrower or such Restricted Subsidiary has been granted or made and which such Borrower or such Restricted Subsidiary is defending in good faith;

(v)

Security Interests granted to the Collateral Agent which at the time granted are subject to the CAIA and secure Parity Lien Obligations;

(w)

Security Interests that are deemed security interests under the PPSA (Australia) that do not, in substance, secure payment or performance of an obligation;

(x)

Security Interests on the proceeds of the New High Yield Notes or notes issued on or after the date hereof that are held in an escrow account or segregated bank account (together with liens on any additional cash and cash equivalents required to be deposited therein for the purpose of funding interest on such notes and to supplement the proceeds of such notes in an amount equal to any original issue discount to ensure that such proceeds are sufficient to repay the principal amount of such notes) as security for such notes; and

(y)

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

provided that, without affecting the character or status of any of the above described Security Interests as being permitted hereunder, nothing in this definition shall in and of itself cause the Loans or the other Obligations hereunder to be subordinated in priority of payment to any such Permitted Encumbrance or cause any Security Interests in favour of the Lenders or the Agent on behalf of the Lenders to rank subordinate to any such Permitted Encumbrance.

“Permitted Hedging” means Financial Instruments entered into by a Borrower or a Restricted Subsidiary which are entered into in the ordinary course of business and for hedging purposes and not for speculative purposes; provided that, such Financial Instruments are consistent with the Canadian Borrower’s board- approved hedging policy.

“Permitted Junior Debt” means (i) the New High Yield Notes and (ii) any other Permitted Debt created, incurred or issued by a Secured Loan Party which is subordinated and/or unsecured; provided that “Permitted Junior Debt” shall exclude the Existing Debt, the EDC-Backed LC Facility and the EDC Indemnity.

“Permitted Junior Debt Refinancing” means, for the purposes of Section 10.2(1)(h), any new Permitted Debt of a Secured Loan Party which is issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, or defease any then existing Permitted Junior Debt; provided that:

(a)

the principal amount (or accreted value, if applicable) of such new Permitted Debt does not exceed the maximum principal amount (or accreted value, if applicable) of the original principal amount of the Permitted Junior Debt being extinguished (excluding, for certainty all accrued and unpaid interest on such then existing Permitted Junior Debt and the amount of all costs, fees, expenses and premiums incurred in connection with such extinguishment); and

(b)

such Permitted Debt is unsecured or secured by a Permitted Encumbrance.

“Permitted Replacement” means the replacement of those directors who have died or have been found to be of unsound mind by a court of competent jurisdiction or who are otherwise ineligible to serve as directors in accordance with Applicable Law.

“POA Fronted Lender” has the meaning set out in Section 7.4(4).

“POA Fronting Lender” has the meaning set out in Section 7.4(4).

“POA LC” means a Letter of Credit issued by the Syndicated Facility Lenders (each as to their Rateable Portion thereof) under the Syndicated Facility and executed by the Agent in the name and on behalf of, as attorney-in-fact for, the Syndicated Facility Lenders, with each such Letter of Credit to include the provisions and to be substantially in the form annexed hereto as Schedule I.

“Post-Closing Reorganization Drawdowns” means any Drawdowns which are (a) made on the Effective Date, (b) wholly used to fund the making and/or repayment of intercompany loans among the Canadian Borrower and/or any Restricted Subsidiaries and (c) repaid in full within three (3) Banking Days after the Effective Date.

“Pounds Sterling” or “£” means the lawful money of the United Kingdom of Great Britain and Northern Ireland.

“Power of Attorney” means a power of attorney provided by the Canadian Borrower to a Lender with respect to Bankers’ Acceptances in accordance with and pursuant to Section 6.4 hereof.

“PPSA (Australia)” means the Personal Property Securities Act 2009 (Cth) and any regulations in force at any time under the Personal Property Securities Act 2009 (Cth), including the Personal Property Securities Regulations 2010 (Cth).

“Priority Lien Debt” has the meaning given to such term in the CAIA.

“Priority Lien” has the meaning given to such term in the CAIA.

“Priority Lien Obligations” has the meaning given to such term in the CAIA.

“Priority Lien Representative” has the meaning given to such term in the CAIA.

“Project Finance SPV” means any Subsidiary of the Canadian Borrower who carries on the Business, the only assets of which are those used or intended for use in connection with or created or generated by, or derived from, only such Business of such Subsidiary and which has been designated as a Project Finance SPV by notice in writing from the Canadian Borrower to the Agent; provided that any such designation may be revoked (on a one-time basis) by notice in writing from the Canadian Borrower to the Agent and, unless any such designation is so revoked, any Project Finance SPV is not, and cannot be designated as, a Restricted Subsidiary or an Unrestricted Subsidiary.

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

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

“Rateable” and “Rateably” means, at any date of determination, the proportion that (a) the Equivalent Amount in United States Dollars of the amount of the Secured Obligations of any Lender and any of their Bank Product Affiliates and Hedging Affiliates bears to (b) the Equivalent Amount in United States Dollars of the aggregate amount of the Secured Obligations of all Secured Parties, as determined at the Adjustment Time.

“Rateable Portion”, as regards any Lender, with regard to any amount of money, means (subject to Section 6.5 in respect of the rounding of allocations of Bankers’ Acceptances):

(a)

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

(b)

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

(c)

in respect of the Australian Operating Facility and Drawdowns, Conversions and Loans and other amounts payable thereunder, the product obtained by multiplying that amount by the quotient obtained by dividing (i) that Lender’s Australian Operating Facility Commitment by (ii) the aggregate of all of the Lenders’ Australian Operating Facility Commitments,

provided that, for certainty, with respect to a given Lender and the payment of all Obligations owing to such Lender (i) on the Maturity Date applicable to such Lender or (ii) pursuant to Section 2.23, the amount of such payment shall be deemed to be such Lender’s Rateable Portion thereof.

“Realization Proceeds” has the meaning set out in Section 12.7.

“Related Party” means any person which is any one or more of the following:

(a)

an Affiliate of the Canadian Borrower or any of its Subsidiaries;

(b)

a unitholder, shareholder or partner of the Canadian Borrower or any Subsidiary which, together with all Affiliates of such person, owns or controls, directly or indirectly, more than 10% of the units, shares, capital or other ownership interests (however designated) of the Canadian Borrower or any Subsidiary, or an Affiliate of any such unitholder, shareholder or partner;

(c)

an officer, director or trustee of any of the foregoing; and

(d)

a person which is not at arm’s length from the Canadian Borrower and its Subsidiaries.

“Release” means any release, spill, emission, leak, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration into the environment including, without limitation, the movement of Hazardous Materials through ambient air, soil, surface water, ground water, wetlands, land or sub surface strata.

“Repayment Notice” means a notice substantially in the form annexed hereto as Schedule F to be given to the Agent, the Canadian Operating Facility Lender or the Australian Operating Facility Lender, as applicable, by a Borrower pursuant hereto.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

“Requested Lenders” has the meaning set out in Section 2.20.

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

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

“Restricted Subsidiary” means (a) any Subsidiary of the Canadian Borrower that is a Borrower and (b) any other Subsidiary of the Canadian Borrower that is not an Unrestricted Subsidiary or a Project Finance SPV.

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

“Ring Fence Test (Restricted Group)” has the meaning set out in Section 10.1(1)(p)(i).

“Ring Fence Test (Secured Loan Parties)” has the meaning set out in Section 10.1(1)(p)(ii).

“Rollover” means:

(a)

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

(b)

with respect to Bankers’ Acceptances, the issuance of new Bankers’ Acceptances or the making of new BA Equivalent Advances (subject to the provisions hereof) in respect of all or any portion of Bankers’ Acceptances (or BA Equivalent Advances made in lieu thereof) maturing at the end of the Interest Period applicable thereto, all in accordance with Article 6 hereof; and

(c)

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

in each case, under the same Credit Facility under which the maturing Loan was made.

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

“Rollover Notice” means a notice substantially in the form annexed hereto as Schedule G to be given to the Agent, the Canadian Operating Facility Lender or the Australian Operating Facility Lender, as applicable by a Borrower pursuant hereto.

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

“Sanctioned Person” means, subject to the Foreign Extraterritorial Measures Act (Canada):

(a)

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

(b)

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

(c)

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

“Sanctions Authority” means, subject to the Foreign Extraterritorial Measures Act (Canada), any of: (a) the Canadian government; (b) the United States of America government; (c) the United Nations Security Council; (d) in respect of a Borrower or Restricted Subsidiary, any other national government having legal jurisdiction over it, determined without regard to the business and activities of the Agent and the Lenders and excluding, for certainty, any laws and regulations (other than the laws and regulations of the United States of America, except to the extent the same would contravene the Foreign Extraterritorial Measures Act (Canada) or statutes of equivalent effect in any relevant jurisdiction) that are applicable solely by virtue of the extraterritorial application of the laws and regulations of any country; or (e) the respective governmental institutions, departments and agencies of any of the foregoing to the extent applicable to the Canadian Borrower or a Subsidiary, including Foreign Affairs, Trade and Development Canada, Public Safety Canada, OFAC and the United States Department of State; and “Sanctions Authorities” means all of the foregoing Sanctions Authorities, collectively.

“Sanctions List” means, subject to the Foreign Extraterritorial Measures Act (Canada), any of: (a) the “Specially Designated Nationals and Blocked Persons” list maintained by OFAC or the U.S. Department of State or (b) in respect of a Subsidiary, any substantially similar list maintained by, or public announcement of any designation of Sanctions Regulations made by, any of the Sanctions Authorities applicable to it.

“Sanctions Regulations” means any sanctions laws, regulations, executive orders, and other official government pronouncements or actions that establish economic sanctions administered or enforced by (a) the United States of America or Canada and (b) in respect of a Borrower or a Restricted Subsidiary, any other country which has legal jurisdiction over it, determined without regard to the business and activities of the Agent and the Lenders and excluding, for certainty, any laws or regulations (other than the laws and regulations of the United States of America, except to the extent the same would contravene the Foreign Extraterritorial Measures Act (Canada) or statutes of equivalent effect in any relevant jurisdiction) that are applicable solely by virtue of the extraterritorial application of the laws and regulations of any country.

“Schedule I Lender” means a Lender which is a Canadian chartered bank listed on Schedule I to the Bank Act (Canada).

“Schedule II Lender” means a Lender which is a Canadian chartered bank listed on Schedule II to the Bank Act (Canada).

“Schedule III Lender” means a Lender which is an authorized foreign bank listed on Schedule III to the Bank Act (Canada).

“Secured Debt Documents” has the meaning given to such term in the CAIA.

“Secured Loan Party” means, as determined at any time and from time to time, a Borrower or Restricted Subsidiary that has (a) guaranteed the Secured Obligations and (b) granted valid and enforceable Security Interests to the Collateral Agent over all or substantially all of its assets (except any Excluded Collateral) pursuant to the Security; and “Secured Loan Parties” means all of them.

“Secured Obligations” means, collectively, the Obligations, the Bank Product Obligations, the Lender Financial Instrument Obligations under and pursuant to Permitted Hedging, and the Erroneous Payment Subrogation Rights.

“Secured Parties” means, collectively, the Agent, the Collateral Agent, the Lenders, the Bank Product Affiliates and the Hedging Affiliates; and “Secured Party” means any one of them.

“Security” means, collectively, the debentures, charges, debenture pledge agreements, pledge agreements, assignments, security trust agreements, mortgage agreements, chattel mortgage agreement and other security agreements executed and delivered to the Collateral Agent or the Agent, or required to be executed and delivered to the Collateral Agent or the Agent, by any of the Borrowers and the Restricted Subsidiaries pursuant to this Agreement and/or the CAIA.

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

(a)

(b)

(c)

the rights of lessors under Finance Leases but excluding, for certainty, the rights of lessors under Operating Leases; and

(d)

absolute assignments of accounts receivable.

“Senior Secured Net Funded Debt” means, as at any time, Net Funded Debt (other than Parity Lien Obligations) that is secured by the Security or a Security Interest on any asset or property of the Canadian Borrower or any Restricted Subsidiary which ranks pari passu with or senior in priority to the Security.

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

“Series of First Priority Debt” has the meaning given to such term in the CAIA.

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

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

“SOFR Interpolated Rate” means, for any SOFR Non-Standard Interest Period, the rate per annum determined by the Agent (which determination shall be presumed correct absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the sum of Term SOFR for the longest term for which the Term SOFR is available that is shorter than such SOFR Non-Standard Interest Period plus the applicable Term SOFR Adjustment for such longest term and (b) the Term SOFR for the shortest term for which the Term SOFR is available that exceeds such SOFR Non-Standard Interest Period plus the applicable Term SOFR Adjustment for such shortest term, in each case, at such time; provided that when determining the SOFR Interpolated Rate for a SOFR Non-Standard Interest Period which is less than one (1) month, the SOFR Interpolated Rate shall be the Adjusted Term SOFR for SOFR Loans with an Interest Period of one (1) month.

“SOFR Loan” means an Advance in, or Conversion into, United States Dollars made by the applicable Lenders to the Canadian Borrower with respect to which the Canadian Borrower has specified that interest is to be calculated by reference to Adjusted Term SOFR, and each Rollover in respect thereof.

“SOFR Non-Standard Interest Period” means, with respect to a SOFR Loan, an Interest Period which is for a term other than 1, 3 or 6 months.

“Solvency Certificate” means a certificate substantially in the form annexed hereto as Schedule O, to be delivered by the Canadian Borrower to the Agent on the Effective Date.

“Spot Rate” means, in relation to the conversion of one currency into another currency, the spot rate of exchange for such conversion as quoted by the Bank of Canada at the close of business on the Banking Day that such conversion is to be made (or, if such conversion is to be made before close of business on such Banking Day, then at the close of business on the immediately preceding Banking Day), and, in either case, if no such rate is quoted, the spot rate of exchange quoted for wholesale transactions by the Agent on the Banking Day such conversion is to be made in accordance with its normal practice.

“Subject Lender” has the meaning set out in Section 2.23(1).

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

(a)

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

(b)

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

(c)

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

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

“Subsidiary Guarantees” means, collectively, the guarantees executed and delivered, or required to be executed and delivered, by the Restricted Subsidiaries which are Loan Parties under and pursuant to this Agreement substantially in the form of Schedule H-1 annexed hereto with such modifications, insertions and amendments as may be required by the Agent and agreed to by the Canadian Borrower, each acting reasonably.

“Successor Agent” has the meaning set out in Section 15.10.

“Swedish Companies Act” means the Swedish act on limited liability companies from 2005 (Sw. Aktiebolagslagen (2005:551)) (as amended).

“Swiss Federal Tax Administration” means the tax authorities referred to in art. 34 of the Swiss Withholding Tax Act.

“Swiss Guarantor” means any Restricted Subsidiary incorporated in Switzerland and/or having its registered office in Switzerland and/or qualifying as a Swiss resident pursuant to art. 9 of the Swiss Withholding Tax Act.

“Swiss Withholding Tax” means taxes imposed under the Swiss Withholding Tax Act.

“Swiss Withholding Tax Act” means the Swiss Federal Act on the Withholding Tax of 13 October 1965 (Bundesgesetz über die Verrechnungssteuer), together with the related ordinances, regulations and guidelines, all as amended and applicable from time to time.

“Syndicated Facility” means the revolving credit facility in the maximum principal amount of U.S.$700,000,000 or the Equivalent Amount in any other currency to be made available to the North American Borrowers by the Syndicated Facility Lenders in accordance with the provisions hereof, subject to any increase or reduction in accordance with the terms hereof.

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

“Syndicated Facility Extending Lender” has the meaning set out in Section 2.20(3).

“Syndicated Facility Extension Request” has the meaning set out in Section 2.20(1).

“Syndicated Facility Lenders” means, collectively, the Lenders which have Syndicated Facility Commitments.

“Syndicated Facility Maturity Date” means, with respect to the Syndicated Facility, October 13, 2025 or such later date to which the same may be extended from time to time with respect to a given Syndicated Facility Lender in accordance with Section 2.20.

“Syndicated Facility Non-Extending Lender” has the meaning set out in Section 2.20(3).

“Syndicated Facility Notice of Non-Extension” has the meaning set out in Section 2.20(3).

“Taxes” means all taxes, levies, imposts, stamp taxes, duties, fees, deductions, withholdings, charges, compulsory loans or restrictions or conditions resulting in a charge which are imposed, levied, collected, withheld or assessed by any country or political subdivision or taxing authority thereof now or at any time in the future, together with interest thereon and penalties, charges or other amounts with respect thereto, if any, and “Tax” and “Taxation” shall be construed accordingly; provided that “Taxes” shall not include any US federal withholding tax imposed by FATCA.

“Term SOFR” means, for any Interest Period for a SOFR Loan, the Term SOFR Reference Rate (rounded upward to the nearest fifth decimal place, if necessary) for a tenor comparable to the applicable Interest Period on the day (the “Term SOFR Determination Day”) that is 2 U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than 3 U.S. Government Securities Business Days prior to such Term SOFR Determination Day. If such first preceding U.S. Government Securities Business Day is more than 3 U.S. Government Securities Business Days prior to such Term SOFR Determination Day, Section 13.1 will apply.

“Term SOFR Adjustment” means, with respect to Term SOFR, 0.10% (10 basis points) per annum for an Interest Period of one-month’s duration, 0.15% (15 basis points) per annum for an Interest Period of three- months’ duration, and 0.25% (25 basis points) per annum for an Interest Period of six-months’ duration.

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

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

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

“Threshold Amount” means the greater of (a) U.S.$60,000,000 and (b) 3% of Consolidated Net Tangible Assets, or the Equivalent Amount thereof in any other currency.

“TLA Facility” means the non-revolving term loan credit facility in the maximum principal amount of U.S.$150,000,000 to be made available to the Canadian Borrower by the TLA Facility Lenders in accordance with the provisions hereof, subject to any increase or reduction in accordance with the terms hereof.

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

“TLA Facility Lender” means, collectively, the Lenders which have TLA Facility Commitments.

“TLA Facility Maturity Date” means October 13, 2025.

“TLA Quarterly Payment” means a quarterly payment of Outstanding Principal under the TLA Facility in the amount of U.S.$10,000,000.

“Transactions” means, collectively, the Acquisition and the Financing Transactions.

“U.S. Base Rate” means, for any day, the greatest of:

(a)

the rate of interest per annum established from time to time by the Agent or the Canadian Operating Facility Lender, as applicable, as the reference rate of interest for the determination of interest rates that the Agent or the Canadian Operating Facility Lender, as applicable, will charge to customers of varying degrees of creditworthiness in Canada for United States Dollar demand loans in Canada;

(b)

the rate of interest per annum for such day or, if such day is not a Banking Day, on the immediately preceding Banking Day, equal to the sum of the Federal Funds Rate (expressed for such purpose as a yearly rate per annum in accordance with Section 5.6), plus 0.75% per annum; and

(c)

the Adjusted Term SOFR for a period of 1 month on such day (or in respect of any day that is not a Banking Day, such Adjusted Term SOFR in effect on the immediately preceding Banking Day) plus 0.75% per annum,

provided that (i) if all such rates are equal or if such Federal Funds Rate and such Adjusted Term SOFR are unavailable for any reason on the date of determination, the U.S. Base Rate shall be the rate specified in (a) above and (ii) if the U.S. Base Rate as so determined would be less than the Floor on any day, the U.S. Base Rate will be deemed to be the Floor on such day for all purposes of this Agreement.

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

“U.S. Borrowers” means, subject to Section 10.1(1)(v), collectively, Enerflex USA and Enerflex Holdings, and “U.S. Borrower” means either one of them.

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

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

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

“Uniform Customs” has the meaning set out in Section 7.10(7).

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

“Unrestricted Cash” means (a) cash which is lawful currency in Canada, the United States of America, Australia or the United Kingdom of Great Britain and Northern Ireland, Euros and, in the case of any jurisdiction in which the Canadian Borrower or Restricted Subsidiaries conduct business, such other local currencies that are held from time to time in the ordinary course of business or in accordance with industry practice or Applicable Law in the relevant jurisdiction, and (b) Approved Securities, which, in the case of both the foregoing clauses (a) and (b), is or are (i) beneficially owned by a Secured Loan Party, (ii) unrestricted on the consolidated balance sheet of the Canadian Borrower, (iii) unencumbered (except by the Security) and (iv) subject to a first-ranking lien (subject to the Permitted Encumbrances set forth in subparagraphs (a), (d) and (n)) under the Security.

“Unrestricted Subsidiary” means any Subsidiary (other than a Project Finance SPV) that has been designated (or is deemed to have been designated) by the Canadian Borrower as an Unrestricted Subsidiary in compliance with the provisions hereof.

“Unsecured Loan Party” means, as determined at any time, a Borrower or Restricted Subsidiary that (a) has guaranteed the Secured Obligations pursuant to a Subsidiary Guarantee and (b) is not a Secured Loan Party; and “Unsecured Loan Parties” means all of them.

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

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

(a)

a corporation or exempted company, all of the issued and outstanding shares in the capital of which are beneficially held by:

(i)

(ii)

X and one or more corporations or exempted companies, all of the issued and outstanding shares in the capital of which are held by X; or

(iii)

two or more corporations or exempted companies, all of the issued and outstanding shares in the capital of which are held by X;

(b)

a corporation or exempted company which is a Wholly-Owned Subsidiary of a corporation or exempted company that is a Wholly-Owned Subsidiary of X; or

(c)

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

provided that (i) unless otherwise expressly provided or the context otherwise requires, references herein to “Wholly-Owned Subsidiary” or “Wholly-Owned Subsidiaries” shall be and shall be deemed to be references to Wholly-Owned Subsidiaries of the Canadian Borrower and (ii) Enerflex Middle East LLC shall for all purposes hereof be a Wholly-Owned Subsidiary of the Canadian Borrower (but only while Enerflex Middle East LLC shall remain a Loan Party).

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

1.2

Headings; Articles and Sections

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

1.3

Number; persons; including

Words importing the singular number only shall include the plural and vice versa, words importing the masculine gender shall include the feminine and neuter genders and vice versa, words importing persons shall include individuals, partnerships, associations, trusts, unincorporated organizations, corporations and exempted companies and words and terms denoting inclusiveness (such as “include” or “includes” or “including”), whether or not so stated, are not limited by their context or by the words or phrases which precede or succeed them.

1.4

Accounting Principles; Accounting Change

(1)

Except as otherwise herein provided, wherever in this Agreement reference is made to generally accepted accounting principles, such reference shall be deemed to be to the recommendations at the relevant time of the Canadian Institute of Chartered Accountants, or any successor institute, applicable on a consolidated basis (unless otherwise specifically provided or contemplated herein to be applicable on an unconsolidated basis) as at the date on which such calculation is made or required to be made in accordance with generally accepted accounting principles.

(2)

In the event that any Accounting Change occurs, the Canadian Borrower will provide notice thereof to the Agent (an “Accounting Change Notice”) together with a description of the nature of such Accounting Change. Any Accounting Change Notice shall be delivered within 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. Such Accounting Change Notice shall describe the effect and quantification (except where impracticable) of such Accounting Change on the Canadian Borrower’s current and immediately prior year’s financial statements. Such Accounting Change Notice shall state whether the Canadian Borrower wishes to revise the method of calculating one or more of the Financial Calculations (including the revision of any of the defined terms used in the determination of such Financial Calculation).

(3)	Upon receipt of an Accounting Change Notice, the Agent or the Majority of the Lenders, as applicable, will notify the Canadian Borrower within 30 days after receipt of the Accounting Change Notice whether or not they agree or disagree with the Canadian Borrower’s request.

(4)

If the Agent or the Majority of the Lenders disagree with the Canadian Borrower’s request in the Accounting Change Notice, the Canadian Borrower and the Lenders shall in good faith attempt to agree on a revised method of calculating such Financial Calculations, provided that until such time as any such agreement has been reached, such method of calculation shall not be revised and all amounts to be determined thereunder shall be determined without giving effect to the Accounting Change.

(5)

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 Calculations, and subsequently, as provided above, the method of calculating one or more of the Financial Calculations is revised in response to such Accounting Change, or the amounts to be determined pursuant to any of the Financial Calculations are to be determined without giving effect to such Accounting Change, the Canadian Borrower shall, as soon as reasonably possible, deliver a revised Compliance Certificate. Any Event of Default which arises as a result of such Accounting Change and which is cured by this Section 1.4 shall be deemed to have never occurred.

(6)	Any ratio or basket availability under this Agreement will be calculated as if the changes in IFRS made as a result of IFRS 16 had not occurred with respect to Operating Leases.

1.5

References to Agreements and Enactments

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

1.6

Per Annum Calculations

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

1.7

Swedish Terms

In this Agreement and any other Document, where it relates to a Restricted Subsidiary incorporated in Sweden, a reference to:

(a)

an “assignment”, “arrangement” or “composition” with any creditor includes a företagsrekonstruktion, konkursförfarande, or ackorduppgörelse under the Swedish Bankruptcy Act (Sw. konkurslag (1987:672)) or the Swedish Reorgansation Act (Sw. lag (1996:764) om företagsrekonstruktion) (as the case may be);

(b)

a “receiver” or “manager” includes a konkursförvaltare, företagsrekonstruktör or likvidator under Swedish law;

(c)

a “merger” includes any fusion implemented in accordance with Chapter 23 of the Swedish Companies Act;

(d)

a “liquidation”, “administration” or “dissolution” includes a tvångslikvidation under Chapter 25 of the Swedish Companies Act;

(e)

a “guarantee” includes any garanti under Swedish law which is independent from the debt to which it relates and any borgen under Swedish law which is accessory to or dependent on the debt to which it relates;

(f)

“gross negligence” means grov vårdslöshet under Swedish law;

(g)

if any party to this Agreement or any other Document, that is incorporated in Sweden (the “Swedish Obligated Party”) is required to hold an amount on trust on behalf of another party (the “Beneficiary”), the Swedish Obligated Party shall hold such money as agent for the Beneficiary and such amounts shall be treated as “escrow funds” (Sw. redovisningsmedel) and held on a separate account in accordance with the Swedish Act of 1944 in respect of assets held on account (Sw. lag (1944:181) om redovisningsmedel) and shall promptly pay or transfer the same to the Beneficiary or as the Beneficiary may direct; and

(h)

notwithstanding anything to the contrary in this Agreement or in any other Document, the release of any perfected Security (or Security which purports to be or is required to be perfected) under any Document governed by Swedish law or where a Document includes Swedish law perfection requirements, shall always be subject to the prior written consent of the Agent (such consent shall be given on a case by case basis, at the sole discretion of the Agent other than following the discharge in full of the Secured Obligations).

1.8

Dutch Terms

(1)	In this Agreement and any other Document, where it relates to a Restricted Subsidiary incorporated in the Netherlands, a reference to:

(a)

a “Security Interest” includes any mortgage (hypotheek), pledge (pandrecht), retention of title arrangement (eigendomsvoorbehoud), privilege (voorrecht), right of retention (recht van retentie), right to reclaim goods (recht van reclame), and, in general, any right in rem (beperkt recht), created for the purpose of granting security (goederenrechtelijk zekerheidsrecht);

(b)

a “winding-up”, “administration” or “dissolution” includes a Dutch person being declared bankrupt (failliet verklaard) or dissolved (ontbonden);

(c)

a “moratorium” includes a surseance van betaling;

(d)

any step or procedure taken in connection with insolvency proceedings includes a Dutch person having filed a notice under section 36 of the Tax Collection Act of the Netherlands (Invorderingswet 1990);

(e)

a “trustee”, “receiver” or “administrator” includes a curator;

(f)

an “administrator” includes a bewindvoerder;

(g)

a “liquidator” includes a vereffenaar;

(h)

an “attachment” includes a beslag;

(i)

a “group” includes a groep;

(j)

a “Subsidiary” includes a dochtermaatschappij;

(k)

an “Affiliate” includes a groepsmaatschappij;

(l)

a “merger” includes a juridische fusie, aandelenfusie and bedrijfsfusie;

(m)

a “director” includes a bestuurder; and

(n)

“constitutional documents” include an akte van oprichting and statuten.

1.9

Interest Rates; Benchmark Notification

The interest rate on a Loan may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event, Section 13.1 provides a mechanism for determining an alternative rate of interest. The Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to (a) the continuation of, the administration of, submission of, calculation of, performance of or any other matter related to any interest rate used in this

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

1.10

Schedules

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


Schedule A	-	Lenders and Commitments
Schedule B	-	Assignment Agreement
Schedule C	-	Compliance Certificate
Schedule D	-	Conversion Notice
Schedule E	-	Drawdown Notice
Schedule F	-	Repayment Notice
Schedule G	-	Rollover Notice
Schedules H-1 and H-2	-	Form of Subsidiary Guarantee and Parent Guarantee
Schedules H-3 to H-6		Form of Security
Schedule I	-	Form of POA LC
Schedule J	-	Loan Parties at Closing
Schedule K	-	Subsidiaries
Schedule L	-	Form of Australian Letter of Credit
Schedule M	-	[Reserved]
Schedule N	-	Form of Solvency Certificate
Schedule O	-	Guarantee Subordination Terms
Schedule P	-	Existing Letters of Credit
Schedule Q	-	Supplemental Security Principles

ARTICLE 2

THE CREDIT FACILITIES

2.1

The Credit Facilities

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

2.2

Types of Availments

(1)

The Canadian Borrower may make Drawdowns, Conversions and Rollovers under either of the Syndicated Facility or the Canadian Operating Facility of Canadian Prime Rate Loans and Bankers’ Acceptances in Canadian Dollars, and SOFR Loans and U.S. Base Rate Loans in United States Dollars, each U.S. Borrower may make Drawdowns, Conversions and Rollovers under the Syndicated Facility of U.S. Base Rate Loans and SOFR Loans in United States Dollars. In addition, each North American Borrower may make Drawdowns and Rollovers under the Syndicated Facility of Letters of Credit denominated in Canadian Dollars, United States Dollars, Australian Dollars, Euros and Pounds Sterling and each other currency agreed to by the applicable Fronting Lender (in which case, the applicable Fronting Lender and the Canadian Borrower, each acting reasonably, shall agree upon the mechanics for completing Drawdowns and Rollovers of Letters of Credit in such other currency and the repayment mechanisms in connection therewith); provided that the Outstanding Principal of Letters of Credit outstanding under the Syndicated Facility shall not exceed [redacted – dollar amount]. Lastly, the Australian Borrower may make Drawdowns of, Conversions into, and Rollovers of, BBSY Loans under the Australian Operating Facility in Australian Dollars. The applicable Borrower shall have the option, subject to the terms and conditions hereof, to determine which types of Loans shall be drawn down and in which combinations or proportions.

(2)

The Canadian Borrower may make a single Drawdown and subsequent Conversions and Rollovers under the TLA Facility of SOFR Loans and U.S. Base Rate Loans in United States Dollars; provided that, only a single Drawdown under the TLA Facility is permitted and such Drawdown may only be made on the Effective Date. The undrawn portion of all TLA Facility Commitments will be automatically cancelled immediately after the funding of such Drawdown.

(3)

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

(4)

In addition to the foregoing, the Australian Borrower may withdraw funds from the overdraft account maintained with the Australian Operating Facility Lender that has been designated by the Australian Operating Facility Lender for such purpose (“Australian Overdraft Account”), which shall be deemed to be outstanding as Australian overdraft loans under the Australian Operating Facility (each, an “Australian Overdraft Loan”). For certainty, notwithstanding Section 2.7 or 2.15, no Drawdown Notice or Repayment Notice need be delivered by the Australian Borrower in respect of Australian Overdraft Loans. In respect of such Australian Overdraft Loans, the Australian Borrower must pay the Australian Operating Facility Lender’s normal account service fees for accounts and loans, and any such fees may be debited to (a) the Australian Designated Account and (b) to the extent there are insufficient funds in the Australian Designated Account, the Australian Overdraft Account, at such times as the Australian Operating Facility Lender determines.

(5)	The Australian Borrower may, in Australian Dollars, make Drawdowns of Australian Letters of Credit in accordance with Section 2.26.

(6)	The Canadian Borrower may, in Canadian Dollars, make Drawdowns of Canadian Letters of Credit in accordance with Section 2.27.

2.3

Purpose

Each of the Credit Facilities is being made available for the general corporate purposes of the applicable Borrower including the funding of working capital requirements, the issuance of letters of credit, capital expenditures, the repayment of Debt (including the Existing Debt) and the funding of non-hostile acquisitions; provided that no Letter of Credit shall be issued in favour of EDC as security for, or otherwise in connection with, the Canadian Borrower’s obligations under the EDC Indemnity or the EDC-Backed LC Facility.

2.4

Availability and Nature of the Credit Facilities

(1)

Subject to the terms and conditions hereof, (i) the applicable Borrower may make Drawdowns under the applicable Revolving Credit Facility in respect of the applicable Commitments of a given Lender prior to, and only prior to, the Maturity Date applicable to such Lender and (ii) the Canadian Borrower may only make a single Drawdown under the TLA Facility on the Effective Date in respect of the TLA Facility Commitment of a given Lender.

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

(3)

The TLA Facility shall be a non-revolving facility and each repayment of Outstanding Principal thereunder shall permanently reduce the TLA Facility Commitment of each TLA Facility Lender on a pro rata basis. For clarity, any Rollover or Conversion under the TLA Facility shall not constitute an optional repayment and shall not permanently reduce the TLA Facility Commitments.

(4)

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

2.5

Minimum Drawdowns

(1)	Each Drawdown under the Syndicated Facility of the following types of Loans shall be in the following amounts indicated below:

(a)

with respect to the Canadian Borrower only, Bankers’ Acceptances in minimum aggregate amounts of Cdn.$5,000,000 at maturity and Drawdowns in excess thereof in integral multiples of Cdn.$100,000;

(b)

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

(c)

with respect to the Canadian Borrower only, Canadian Prime Rate Loans in minimum principal amounts of Cdn.$1,000,000 and Drawdowns in excess thereof in integral multiples of Cdn.$100,000; and

(d)

U.S. Base Rate Loans in minimum principal amounts of U.S.$1,000,000 and Drawdowns in excess thereof in integral multiples of U.S.$100,000.

(2)	Each Drawdown under the Canadian Operating Facility of the following types of Loans shall be in the following amounts indicated below:

(a)

Bankers’ Acceptances in minimum aggregate amounts of Cdn.$500,000 at maturity and Drawdowns in excess thereof in integral multiples of Cdn.$100,000; and

(b)

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

(3)

Subject to Section 2.2(4), each Drawdown under the Australian Operating Facility of BBSY Loans shall be in the minimum aggregate amounts of the Equivalent Amount in Australian Dollars of Cdn.$500,000 at maturity and Drawdowns in excess thereof in integral multiples of the Equivalent Amount in Australian Dollars of Cdn.$100,000.

(4)	The single Drawdown under the TLA Facility of the following types of Loans shall be in the following amounts indicated below:

(a)

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

(b)

U.S. Base Rate Loans in minimum principal amounts of U.S.$1,000,000 and Drawdowns in excess thereof in integral multiples of U.S.$100,000.

2.6

SOFR Loan and BBSY Loan Availability

Drawdowns of, Conversions into and Rollovers of (as applicable) requested SOFR Loans and BBSY Loans may only be made upon the Agent’s, the Canadian Operating Facility Lender’s or the Australian Operating Facility Lender’s, as applicable, prior favourable determination with respect to the matters referred to in Section 13.1.

2.7

Notice Periods for Drawdowns, Conversions and Rollovers

(1)

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

(a)

10:00 a.m. (Calgary time) three Banking Days prior to the proposed Drawdown Date, Conversion Date or Rollover Date, as the case may be, for the Drawdown of, Conversion into or the Rollover of SOFR Loans;

(b)

10:00 a.m. (Calgary time) two Banking Days prior to the proposed Drawdown Date, Conversion Date or Rollover Date, as the case may be, for the Drawdown of, Conversion into or Rollover of Bankers’ Acceptances;

(c)

10:00 a.m. (Calgary time) one Banking Day prior to the proposed Drawdown Date or Conversion Date, as the case may be, for Drawdowns of or Conversions into Canadian Prime Rate Loans and/or U.S. Base Rate Loans; and

(d)

10:00 a.m. (Calgary time) three Banking Days prior to the proposed Drawdown Date or Rollover Date, as the case may be, for the Drawdown or Rollover of Letters of Credit.

(2)

Subject to the provisions hereof, including Section 2.2(2), the Canadian Borrower may make a Drawdown, Conversion or Rollover under the Canadian Operating Facility by delivering a Drawdown Notice, Conversion Notice or Rollover Notice, as the case may be (executed in accordance with the definition of Officer’s Certificate), with respect to a specified type of Loan to the Canadian Operating Facility Lender not later than:

(a)

(b)

10:00 a.m. (Calgary time) one Banking Day prior to the proposed Drawdown Date, Conversion Date or Rollover Date, as the case may be, for the Drawdown of, Conversion into or Rollover of Bankers’ Acceptances; and

(c)

10:00 a.m. (Calgary time) on the proposed Drawdown Date or Conversion Date, as the case may be, for Drawdowns of or Conversions into Canadian Prime Rate Loans and/or U.S. Base Rate Loans.

(3)

Subject to the provisions hereof including Section 2.2(4), the Australian Borrower may make a Drawdown or Rollover under the Australian Operating Facility (and may make a Conversion of an Australian Overdraft Loan into a BBSY Loan) by delivering a Drawdown Notice, Conversion Notice or Rollover Notice, as the case may be (executed in accordance with the definition of Officer’s Certificate), with respect to a specified type of Loan to the Australian Operating Facility Lender not later than 10:00 a.m. (Perth time) three Banking Days prior to the proposed Drawdown Date, Conversion Date or Rollover Date, as the case may be, for the Drawdown of, Conversion into, or the Rollover of, BBSY Loans.

2.8

Conversion Option

(1)

Subject to the provisions of this Agreement and except for Letters of Credit and BBSY Loans, a Borrower may convert the whole or any part of any type of Loan under a Credit Facility into any other type of permitted Loan available to it under the same Credit Facility by giving the Agent, the Canadian Operating Facility Lender or the Australian Operating Facility Lender, as applicable, a Conversion Notice in accordance herewith; provided that:

(a)

Conversions of SOFR Loans and Bankers’ Acceptances may only be made on the last day of the Interest Period applicable thereto;

(b)

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

(c)

in respect of Conversions of a Loan denominated in one currency to a Loan denominated in another currency, a Borrower shall at the time of the Conversion repay the Loan or portion thereof being converted in the currency in which it was denominated;

(d)

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

(e)

in respect of the Conversion of any Australian Overdraft Loans into BBSY Loans, such Conversion shall be effected by the repayment of such Australian Overdraft Loans, or portion thereof, and readvance to the Australian Borrower of BBSY Loans; and

(f)

notwithstanding the foregoing or Section 2.5, a Borrower shall be permitted to request Drawdowns below the minimum amounts provided for herein to the extent necessary to allow such Borrower to meet the minimum amount requirements for a requested Conversion.

2.9

SOFR Loan and BBSY Loan Rollovers; Selection of SOFR and BBSY Interest Periods

(1)

At or before 10:00 a.m. (Calgary time) three Banking Days prior to the expiration of each Interest Period of each SOFR Loan, the applicable Borrower shall, unless it has delivered a Conversion Notice pursuant to Section 2.8 and/or a Repayment Notice pursuant to Section 2.15 (together with a Rollover Notice if a portion only is to be converted or repaid; provided that a portion of a SOFR Loan may be continued only if the portion which is to remain outstanding is equal to or exceeds the minimum amount required hereunder for Drawdowns of SOFR Loans) with respect to the aggregate amount of such Loan, deliver a Rollover Notice to the Agent or the Canadian Operating Facility Lender, as applicable, selecting the next Interest Period applicable to the SOFR Loan which new Interest Period shall commence on and include the last day of such prior Interest Period. If the applicable Borrower fails to deliver a Rollover Notice to the Agent or the Canadian Operating Facility Lender, as applicable, as provided in this Section, such Borrower shall be deemed to have given a Conversion Notice to the Agent or the Canadian Operating Facility Lender, as applicable, electing to convert the entire amount of the maturing SOFR Loan into a U.S. Base Rate Loan.

(2)

At or before 10:00 a.m. (Perth time) three Banking Days prior to the expiration of each Interest Period of each BBSY Loan, the Australian Borrower shall, unless it has delivered a Repayment Notice pursuant to Section 2.15 (together with a Rollover Notice if a portion only is to be repaid; provided that a portion of a BBSY Loan may be continued only if the portion which is to remain outstanding is equal to or exceeds the minimum amount required hereunder for Drawdowns of BBSY Loans) with respect to the aggregate amount of such Loan, deliver a Rollover Notice to the Australian Operating Facility Lender selecting the next Interest Period applicable to the BBSY Loan which new Interest Period shall commence on and include the last day of such prior Interest Period. If the Australian Borrower fails to deliver a Rollover Notice to the Australian Operating Facility Lender as provided in this Section, then the applicable interest rate on such BBSY Loan payable under Section 5.4 shall be deemed to be a rate per annum equal to BBSY in effect from time to time with a deemed interest period of one month plus the Applicable Pricing Rate.

2.10

Rollovers and Conversions not Repayments

Any amount converted shall be a Loan of the type converted to upon such Conversion taking place, and any amount rolled over shall continue to be the same type of Loan under the same Credit Facility as before the Rollover, but such Conversion or Rollover (to the extent of the amount converted or rolled over) shall not of itself constitute a repayment or a fresh utilization of any part of the amount available under the relevant Credit Facility, except as provided for in Section 2.8(1)(e).

2.11

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

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

2.12

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

(1)

The applicable Lenders shall, for same day value not later than 12:00 noon (Calgary time) on the Drawdown Date specified by the applicable Borrower in a Drawdown Notice with respect to a Canadian Prime Rate Loan, a U.S. Base Rate Loan or a SOFR Loan under the Syndicated Facility or the TLA Facility, as the case may be, credit the Agent’s account specified in the Agent’s notice given under Section 2.11 with such Lender’s Rateable Portion of each such requested Loan and for same day value on the same date the Agent shall, to the extent such funds have been received by the Agent, pay to the applicable Borrower the full amount of the amounts so credited in accordance with any payment instructions set forth in the applicable Drawdown Notice.

(2)

On the Drawdown Date specified by the applicable Borrower in a Drawdown Notice with respect to a Canadian Prime Rate Loan, a U.S. Base Rate Loan or a SOFR Loan under the Canadian Operating Facility, for same day value the Canadian Operating Facility Lender shall pay to the applicable Borrower the full amount of the requested Drawdown in accordance with any payment instructions set forth in the applicable Drawdown Notice.

(3)

On the Drawdown Date specified by the Australian Borrower in a Drawdown Notice with respect to a BBSY Loan under the Australian Operating Facility, for same day value the Australian Operating Facility Lender shall pay to the Australian Borrower the full amount of the requested Drawdown in accordance with any payment instructions set forth in the applicable Drawdown Notice.

2.13

Irrevocability

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

2.14

Optional Cancellation or Reduction of Revolving Credit Facilities

The Canadian Borrower (on behalf of itself and each other Borrower) may, at any time, upon giving at least three (3) Banking Days prior written notice to, in respect of a cancellation or reduction of the Syndicated Facility, the Agent, in respect of a cancellation or reduction of the Canadian Operating Facility, the Canadian Operating Facility Lender, or, in respect of a cancellation or reduction of the Australian Operating Facility, the Australian Operating Facility Lender, cancel in full or, from time to time, permanently reduce in part the unutilized portion of a Revolving Credit Facility; provided, however, that any such reduction shall be in a minimum amount of U.S.$5,000,000 and reductions in excess thereof shall be in integral multiples of U.S.$1,000,000 (or, in respect of the Australian Operating Facility such reduction shall be in a minimum amount of the Equivalent Amount in Australian Dollars of Cdn.$500,000 and reduction in excess thereof shall be in integral multiples of the Equivalent Amount in Australian Dollars of AUD$100,000). If a Revolving Credit Facility is so reduced, the Commitments of each of the Lenders under such Revolving Credit Facility shall be reduced pro rata in the same proportion that the amount of the reduction in such Revolving Credit Facility bears to the amount of such Revolving Credit Facility in effect immediately prior to such reduction.

2.15

Optional Repayment of Credit Facilities

(1)

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

(a)

such Borrower shall give a Repayment Notice (executed in accordance with the definition of Officer’s Certificate) to the Agent or the applicable Operating Facility Lender, as the case may be, prior to the date of the proposed repayment not later than the time by which prior notice would be required to be given under Section 2.7 for a Drawdown of the type of Loan proposed to be repaid (or such later date as may be agreed to by the Agent and, if applicable, any affected Operating Facility Lender); provided that the applicable Borrower may repay a Canadian Overdraft Loan, an Australian Overdraft Loan or a Post-Closing Reorganization Drawdown without any prior notice;

(b)

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

(c)

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

(d)

a Bankers’ Acceptance may only be repaid on its maturity unless collateralized in accordance with Section 2.17(3);

(e)

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

(f)

except in the case of (i) Letters of Credit and Operating Facility Letters of Credit, (ii) Canadian Prime Rate Loans and U.S. Base Rate Loans under the Canadian Operating Facility and (iii) Australian Overdraft Loans under the Australian Operating Facility, each such repayment shall be in a minimum amount of the lesser of: (i) the minimum amount required pursuant to Section 2.5 for Drawdowns of the type of Loan proposed to be repaid and (ii) the Outstanding Principal of all Loans outstanding under the Credit Facilities immediately prior to such repayment; any repayment in excess of such amount shall be in integral multiples of the amounts required pursuant to Section 2.5 for multiples in excess of the minimum amounts for Drawdowns;

(g)

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

(h)

any optional prepayments under the TLA Facility shall be applied in inverse order of maturity (commencing with the amount payable on the TLA Facility Maturity Date).

2.16

Mandatory Repayment and Reduction of Credit Facilities

(1)

Subject to Section 12.2 and Article 8, each Borrower shall repay or pay, as the case may be, to the Agent, on behalf of the Lenders, or, in connection with the Canadian Operating Facility or the Australian Operating Facility, to the applicable Operating Facility Lender, all Loans and other Obligations outstanding under each Credit Facility on or before the Maturity Date applicable to each Credit Facility and applicable to each Lender. Notwithstanding the foregoing, the Australian Borrower shall repay or pay, as the case may be, to the Australian Operating Facility Lender, all Australian Overdraft Loans and all accrued interest thereon within 4 Banking Days of receipt by the Australian Borrower of a demand for payment by the Australian Operating Facility Lender.

(2)

On the last Banking Day of each Quarter End (commencing on the last Banking Day of the Quarter End occurring on September 30, 2023), the Borrower shall make a TLA Quarterly Payment. Each TLA Quarterly Payment shall be applied to the Outstanding Principal owing to the TLA Facility Lenders under the TLA Facility on a pro rata basis and shall permanently reduce the TLA Facility Commitment of each TLA Facility Lender on a pro rata basis.

2.17

Additional Repayment Terms

(1)

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

(2)

With respect to the funding of the repayment of unexpired Letters of Credit and Operating Facility Letters of Credit, it is agreed that the applicable Borrower shall provide for the funding in full of the repayment of unexpired Letters of Credit or Operating Facility Letters of Credit, as applicable, by paying to and depositing with the applicable Fronting Lender or the applicable Operating Facility Lender, as the case may be, cash collateral for each such unexpired Letter of Credit or Operating Facility Letter of Credit equal to the maximum undrawn face amount thereof and any accrued but unpaid fees (including fronting and issuance fees), in each case, in the respective currency which the relevant Letter of Credit or Operating Facility Letter of Credit is denominated; such cash collateral deposited by a Borrower shall be held by the applicable Fronting Lender or the applicable Operating Facility Lender, as the case may be, in an interest bearing cash collateral account with interest to be credited to the applicable Borrower at rates prevailing at the time of deposit for similar accounts with the applicable Fronting Lender or the applicable Operating Facility Lender, as the case may be. Such cash collateral accounts shall be assigned to the applicable Fronting Lender or the applicable Operating Facility Lender, as the case may be, as security for the obligations of the applicable Borrower in relation to such Letters of Credit or Operating Facility Letters of Credit (or shall be subject to such set-off or other arrangements permitted hereunder and satisfactory to the applicable Fronting Lender or the applicable Operating Facility Lender, as the case may be) and the Security Interest thereby created in such cash collateral shall rank in priority to all other Security Interests and adverse claims against such cash collateral other than those Security Interests described in paragraphs (a) and (b) of the definition of Permitted Encumbrances. Such cash collateral shall be applied to satisfy the obligations of the applicable Borrower for such Letters of Credit or Operating Facility Letters of Credit, as applicable, as payments are made thereunder and Fronting Lenders and each Operating Facility Lender are hereby irrevocably directed by the applicable Borrower to so apply any such cash collateral. Amounts held in such cash collateral accounts may not be withdrawn by the applicable Borrower without the consent of the applicable Fronting Lender or the applicable Operating Facility Lender, as the case may be; however, interest on such deposited amounts shall be for the account of the applicable Borrower and may be withdrawn by such Borrower so long as no Default or Event of Default is then continuing. If after expiry of the Letters of Credit or Operating Facility Letters of Credit for which such funds are held and application by the applicable Fronting Lender or the applicable Operating Facility Lender, of the amounts in such cash collateral accounts to satisfy the obligations of the applicable Borrower hereunder with respect to the applicable Letters of Credit or Operating Facility Letters of Credit being repaid, any excess remains, such excess shall be promptly paid by the applicable Fronting Lender or the applicable Operating Facility Lender, as the case may be, to the applicable Borrower so long as no Default or Event of Default is then continuing.

In lieu of providing cash collateral as aforesaid, the applicable Borrower may provide to the applicable Fronting Lender or the applicable Operating Facility Lender, as the case may be, irrevocable standby letter or letters of credit in an aggregate amount equal to the aggregate maximum undrawn face amount of all unexpired Letters of Credit or Operating Facility Letters of Credit being repaid and any accrued but unpaid fees (including fronting and issuance fees) and for a term which expires not sooner than 10 Banking Days after the expiry of the applicable Letters of

Credit or Operating Facility Letters of Credit, in respect of which such letter(s) of credit are provided; such letters of credit shall be denominated and payable in the currency of the relevant unexpired Letters of Credit or Operating Facility Letters of Credit, and shall be issued by a financial institution and on terms and conditions acceptable to each of the Agent and the Fronting Lenders or the applicable Operating Facility Lender, as the case may be, each in its sole discretion. The Fronting Lenders and the Operating Facility Lenders are hereby irrevocably authorized and directed to draw upon such letters of credit and apply the proceeds of the same to satisfy the obligations of the applicable Borrower for such unexpired Letters of Credit or Operating Facility Letters of Credit, as the case may be, as payments are made by the Agent, the Fronting Lenders and the Syndicated Facility Lenders or the applicable Operating Facility Lender, as the case may be, thereunder.

(3)

With respect to a repayment of unmatured Bankers’ Acceptances it is agreed that the Canadian Borrower shall provide for the funding in full of the unmatured Bankers’ Acceptances to be repaid by paying to and depositing with the Agent or the Canadian Operating Facility Lender, as applicable, cash collateral (the “Cash Collateral”) for each such unmatured Bankers’ Acceptances equal to the face amount payable at maturity thereof; such Cash Collateral deposited by the Canadian Borrower shall be invested by the Agent or the Canadian Operating Facility Lender, as applicable, in Approved Securities as may be directed in writing by the Canadian Borrower from time to time (the “Collateral Investments”), provided that the Canadian Borrower shall direct such investments so that they mature in amounts sufficient to permit payment of the Obligations for maturing Bankers’ Acceptances on the maturity dates thereof, with interest thereon to be credited to the Canadian Borrower. In the event that the Agent or the Canadian Operating Facility Lender, as applicable, is not provided with instructions from the Canadian Borrower to make Collateral Investments as provided herein, the Agent or the Canadian Operating Facility Lender, as applicable, shall hold such Cash Collateral in an interest bearing cash collateral account (the “Cash Collateral Account”) at rates prevailing at the time of deposit for similar accounts with the Agent or the Canadian Operating Facility Lender, as applicable. The (a) Cash Collateral, (b) Cash Collateral Accounts, (c) Collateral Investments, (d) any accounts receivable, claims, instruments or securities evidencing or relating to the foregoing, and (e) any proceeds of any of the foregoing (collectively the “Outstanding BAs Collateral”) shall be assigned to the Agent or the Canadian Operating Facility Lender, as applicable, as security for the obligations of the Canadian Borrower in relation to such Bankers’ Acceptances and the Security Interest of the Agent or the Canadian Operating Facility Lender, as applicable, thereby created in such Outstanding BAs Collateral shall rank in priority to all other Security Interests and adverse claims against such Outstanding BAs Collateral other than those Security Interests described in paragraphs (a) and (b) of the definition of Permitted Encumbrances. Such Outstanding BAs Collateral shall be applied to satisfy the obligations of the Canadian Borrower for such Bankers’ Acceptances as they mature and the Agent and the Canadian Operating Facility Lender, as applicable, are hereby irrevocably directed by the Canadian Borrower to apply any such Outstanding BAs Collateral to such maturing Bankers’ Acceptances. The Outstanding BAs Collateral created herein shall not be released to the Canadian Borrower without the consent of the Agent or the Canadian Operating Facility Lender, as applicable; however, interest on such deposited amounts shall be for the account of the Canadian Borrower and may be withdrawn by the Canadian Borrower so long as no Default or Event of Default is then continuing. If, after maturity of the Bankers’ Acceptances for which such Outstanding BAs Collateral is held and application by the Agent or the Canadian Operating Facility Lender, as applicable, of the Outstanding BAs Collateral to satisfy the obligations of the Canadian Borrower hereunder with respect to the Bankers’ Acceptances being repaid, any interest or other proceeds of the Outstanding BAs Collateral remains, such interest or other proceeds shall be promptly paid and transferred by the Agent or the Canadian Operating Facility Lender, as applicable to the Canadian Borrower so long as no Default or Event of Default is then continuing.

2.18

Currency Excess

(1)

If the Agent, or, in the case of the Canadian Operating Facility, the Canadian Operating Facility Lender, or in the case of the Australian Operating Facility, the Australian Operating Facility Lender shall determine, acting reasonably, that the aggregate Outstanding Principal of the outstanding Loans under a given Credit Facility exceeds the maximum principal amount of such Credit Facility (the amount of such excess is herein called the “Currency Excess”), then, upon written request by the Agent, the Canadian Operating Facility Lender or the Australian Operating Facility Lender, as applicable (which request shall detail the applicable Currency Excess), the applicable Borrower shall repay (a) in respect of the Syndicated Facility and the Canadian Operating Facility an amount of Canadian Prime Rate Loans or U.S. Base Rate Loans (as applicable) and (b) in respect of the Australian Operating Facility, an amount of Australian Overdraft Loans, within (i) if the Currency Excess exceeds U.S.$1,000,000 (or the Equivalent Amount in any other applicable currency), 5 Banking Days, and (ii) in all other cases, 20 Banking Days after receipt of such request, such that, except as otherwise contemplated in Section 2.18(2), the Equivalent Amount in United States Dollars of such repayments is, in the aggregate, at least equal to the Currency Excess; provided that the amount actually payable by such Borrower in respect of such Currency Excess on a given day shall not exceed the actual Currency Excess on such day and provided further that no such payment shall result in the permanent reduction of the Commitments under any Credit Facility.

(2)

If, in respect of any Currency Excess, the repayments made by the applicable Borrower have not completely removed such Currency Excess (the remainder thereof being herein called the “Currency Excess Deficiency”), the applicable Borrower shall within the aforementioned 5 or 20 Banking Days, as the case may be, after receipt of the aforementioned request of the Agent, the Canadian Operating Facility Lender or the Australian Operating Facility Lender, as applicable, place an amount equal to the Currency Excess Deficiency on deposit with the Agent, the Canadian Operating Facility Lender or the Australian Operating Facility Lender, as applicable, in an interest bearing account with interest at rates prevailing at the time of deposit for the account of applicable Borrower, to be assigned to the Agent on behalf of the Syndicated Facility Lenders, to the Canadian Operating Facility Lender or to the Australian Operating Facility Lender, as applicable, by instrument satisfactory to the Agent, the Canadian Operating Facility Lender or the Australian Operating Facility Lender, as applicable, and, if applicable, to be applied to maturing Bankers’ Acceptances, BBSY Loans or SOFR Loans (converted if necessary at the exchange rate for determining the Equivalent Amount on the date of such application). The Agent, the Canadian Operating Facility Lender and the Australian Operating Facility Lender, as applicable, are hereby irrevocably directed by the applicable Borrower to apply any such sums on deposit to maturing Loans as provided in the preceding sentence. In lieu of providing funds for the Currency Excess Deficiency, as provided in the preceding provisions of this Section, the applicable Borrower may within such period of 5 or 20 Banking Days, as the case may be, provide to the Agent, the Canadian Operating Facility Lender or the Australian Operating Facility Lender, as applicable, an irrevocable standby letter of credit in an amount equal to the Currency Excess Deficiency and for a term which expires not sooner than 10 Banking Days after the date of maturity or expiry, as the case may be, of the relevant Bankers’ Acceptances, SOFR Loans, BBSY Loans, Letters of Credit or Australian Letters of Credit, as the case may be; such letter of credit for the Currency Excess Deficiency shall be issued by a financial institution, and shall be on terms and conditions, acceptable to the Agent, the Canadian Operating Facility Lender or the Australian Operating Facility Lender, as applicable, each in its sole discretion. The Agent, the Canadian Operating Facility Lender and the Australian Operating Facility Lender are each hereby authorized and directed to draw upon such letter of credit and apply the proceeds of the same to Bankers’ Acceptances, BBSY Loans, SOFR Loans, Letters of Credit or Australian Letters of Credit as they mature. Upon the Currency Excess Deficiency being eliminated as aforesaid or by virtue of subsequent changes in the exchange rate for determining the Equivalent Amount, then, provided no Default or Event of Default is then continuing, such funds on deposit, together with interest thereon, or such letters of credit shall be returned to the applicable Borrower, in the case of funds on deposit, or shall be cancelled or reduced in amount, in the case of letters of credit.

2.19

Hedging with Lenders and Hedging Affiliates

If a Lender or Hedging Affiliate enters into a Financial Instrument with a Borrower or a Restricted Subsidiary which such Lender or Hedging Affiliate (as the case may be) believes, acting reasonably, in good faith and without any actual notice or knowledge to the contrary, is Permitted Hedging, then each such Lender Financial Instrument and the Lender Financial Instrument Obligations under such Financial Instrument shall be guaranteed by the Parent Guarantee and the Subsidiary Guarantees (except the guarantee entered into by such Borrower or Restricted Subsidiary and those Subsidiary Guarantees which by their terms would not guarantee the Lender Financial Instrument in question) and shall be secured by the Security, in each case equally and rateably with all other Secured Obligations, regardless of whether such Borrower or Restricted Subsidiary has complied herewith (but, for certainty, without in any manner lessening or relieving such Borrower or Restricted Subsidiary from its obligation to comply therewith).

2.20

Extension of Syndicated Facility Maturity Date

(1)	In this Section:

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

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

(2)

The Canadian Borrower may, once in each calendar year, by delivering to the Agent an executed Syndicated Facility Extension Request, request the Requested Lenders to extend the Syndicated Facility Maturity Date applicable to such Lenders by one or more years (or any portion thereof); provided that the Syndicated Facility Maturity Date, if extended in accordance herewith and therewith, shall not be later than five (5) years after the effectiveness of such extension.

(3)

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

(4)

If the Syndicated Facility Extending Lenders have Syndicated Facility Commitments which, in aggregate, represent more than 50% of all outstanding Syndicated Facility Commitments, the Syndicated Facility Maturity Date shall be extended in accordance with the Syndicated Facility Extension Request for each of the Syndicated Facility Extending Lenders. If the Syndicated Facility Extending Lenders do not have Syndicated Facility Commitments which, in aggregate, represent more than 50% of all outstanding Syndicated Facility Commitments, the Syndicated Facility Maturity Date shall not be extended for any of the Requested Lenders. For certainty, the Syndicated Facility Maturity Date for a Syndicated Facility Non-Extending Lender shall not be extended, regardless of whether or not the Syndicated Facility Maturity Date is extended for the Syndicated Facility Extending Lenders as aforesaid.

(5)

This Section shall apply from time to time to facilitate successive extensions and requests for extension of the Syndicated Facility Maturity Date. If, prior to an agreement of the Syndicated Facility Extending Lenders to an extension requested in accordance with the foregoing provisions of this Section 2.20, a Default or Event of Default has occurred and is continuing, the Syndicated Facility Maturity Date shall not be extended, notwithstanding any other provision hereof to the contrary, for a Syndicated Facility Extending Lender unless (a) such Syndicated Facility Extending Lender has waived such Default or Event of Default in writing and (b) Syndicated Facility Extending Lenders having Syndicated Facility Commitments which, in aggregate, represent more than 50% of all outstanding Syndicated Facility Commitments have waived such Default or Event of Default in writing.

(6)

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

2.21

Extension of Canadian Operating Facility Maturity Date

(1)

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

(2)

The Canadian Borrower may, once in each calendar year, by delivering to the Canadian Operating Facility Lender an executed Canadian Operating Facility Extension Request, request the Canadian Operating Facility Lender to extend the Canadian Operating Facility Maturity Date by one or more years (or any portion thereof); provided that the Canadian Operating Facility Maturity Date, if extended in accordance herewith and therewith, shall not be later than five (5) years after the effectiveness of such extension.

(3)

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

(4)

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

2.22

Extension of Australian Operating Facility Maturity Date

(1)

In this Section “Australian Operating Facility Extension Request” means a written request by either the Canadian Borrower, on behalf of the Australian Borrower, or the Australian Borrower to the Australian Operating Facility Lender (with a copy to the Agent) to extend the Australian Operating Facility Maturity Date by one or more years (or any portion thereof), which request shall include an Officer’s Certificate certifying that no Default or Event of Default has occurred and is continuing.

(2)

The Canadian Borrower, on behalf of the Australian Borrower, or the Australian Borrower may, once in each calendar year, by delivering to the Australian Operating Facility Lender (with a copy to the Agent) an executed Australian Operating Facility Extension Request, request the Australian Operating Facility Lender to extend the Australian Operating Facility Maturity Date by one or more years (or any portion thereof); provided that the Australian Operating Facility Maturity Date, if extended in accordance herewith and therewith, shall not be later than five (5) years after the effectiveness of such extension.

(3)

The Australian Operating Facility Lender shall, within 30 days after receipt of the Australian Operating Facility Extension Request, provide to the Canadian Borrower, on behalf of the Australian Borrower, or the Australian Borrower, as applicable, (with a copy to the Agent) either (a) written notice that the Australian Operating Facility Lender agrees to the requested extension of the current Australian Operating Facility Maturity Date in which case the Australian Operating Facility Maturity Date shall be extended in accordance with the Australian Operating Facility Extension Request or (b) written notice that the Australian Operating Facility Lender does not agree to such requested extension, in which case the Australian Operating Facility Maturity Date shall not be extended; provided that, if the Australian Operating Facility Lender shall fail to so notify the Canadian Borrower, on behalf of the Australian Borrower, or the Australian Borrower, as applicable, then the Australian Operating Facility Lender shall be deemed to have denied the request to extend the Australian Operating Facility Maturity Date. The determination of the Australian Operating Facility Lender whether or not to extend the Australian Operating Facility Maturity Date shall be made by the Australian Operating Facility Lender in its sole discretion.

(4)

This Section shall apply from time to time to facilitate successive extensions and requests for extension of the Australian Operating Facility Maturity Date. If, prior to an agreement of the Australian Operating Facility Lender to an extension in accordance with the foregoing provisions of this Section 2.22, a Default or Event of Default exists, the Australian Operating Facility Maturity Date shall not be extended, notwithstanding any other provision hereof to the contrary unless the Australian Operating Facility Lender has waived such Default or Event of Default in writing.

2.23

Replacement of Lenders

(1)

Each of the Borrowers shall have the right, at its option, to (i) replace Lenders under the applicable Credit Facilities (by causing them to assign their rights and interests under such Credit Facilities to additional financial institutions which have agreed to become Lenders or by increasing the Commitments of existing Lenders under such Credit Facilities with, in the latter case, the consent of such increasing Lenders, or any combination thereof), (ii) repay the Obligations outstanding to certain Lenders under the applicable Credit Facilities and cancelling their Commitments (without corresponding repayment to other Lenders), or (iii) any combination of the foregoing, with respect to the following Lenders (each, a “Subject Lender”):

(a)

any Syndicated Facility Non-Extending Lender, provided that the Syndicated Facility Maturity Date has been extended in accordance with the most recent Syndicated Facility Extension Request delivered by the Canadian Borrower pursuant to Section 2.20(2);

(b)

the Canadian Operating Facility Lender if it will not agree to any extension of the Canadian Operating Facility Maturity Date that has been requested by the Canadian Borrower pursuant to Section 2.21;

(c)

the Australian Operating Facility Lender if it will not agree to any extension of the Australian Operating Facility Maturity Date that has been requested by the Canadian Borrower pursuant to Section 2.22;

(d)

any Lender which has claimed Additional Compensation in accordance with the provisions hereof;

(e)

any Lender which has not agreed to consent under, waiver of or proposed amendment to the provisions of the Documents (each, a “Dissenting Lender”) requested by a Borrower; provided that the applicable Borrower shall not be entitled to replace or repay a Dissenting Lender unless, after doing so, the requested consent, waiver or amendment would be approved in accordance with this Agreement;

(f)

any Lender which has provided an Illegality Notice; and

(g)

any Lender which has notified the Canadian Borrower of any Lender Sanctioned Person and the Canadian Borrower has determined, acting reasonably, that compliance with Section 16.3 in respect of such Lender Sanctioned Person will adversely affect the business and operations of the Canadian Borrower or any material Subsidiary in any material respect,

provided that the Borrowers shall not be entitled to replace or repay a Dissenting Lender unless it is concurrently repaying or replacing all Dissenting Lenders in connection with the relevant extension, consent, waiver or amendment; and provided further that increases in the Commitments of existing Lenders and the addition of new financial institutions as Lenders shall require the consent of each of the Agent (such consent not to be unreasonably withheld or delayed) and, in the case of the Syndicated Facility, each Fronting Lender (such consent in each Fronting Lender’s sole discretion).

(2)	In order to give effect to the provisions of Section 2.23(1) (but subject to such provisions), the relevant Borrower may, from time to time:

(a)

require any Subject Lender to assign all of its rights, benefits and interests under the Documents, its Commitments and its Rateable Portion of all Loans and other Obligations (collectively, the “Assigned Interests”) to (i) any other Lenders which have agreed to increase their Commitments and purchase the Assigned Interests, or (ii) third party lenders selected by the relevant Borrower. The relevant Borrower shall provide the Agent, each Fronting Lender, in respect of the Canadian Operating Facility, the Canadian Operating Facility Lender, and, in respect of the Australian Operating Facility, the Australian Operating Facility Lender, with 10 Banking Days’ prior written notice of its desire to proceed under this Section. The assignment of the Assigned Interests shall be effective upon: (i) execution and delivery of assignment documentation satisfactory to the relevant Subject Lender, the assignee, the relevant Borrower and the Agent (each acting reasonably); (ii) upon payment to the relevant Subject Lender by the relevant assignee of an amount equal to such Lender’s Rateable Portion of all Loans being assigned and all accrued but unpaid interest and fees hereunder in respect of those portions of the Loans and Commitments being assigned; (iii) upon payment by the relevant assignee to the Agent (for the applicable Agent’s own account) of the transfer fee contemplated in Section 16.8; and (iv) upon provision satisfactory to the Subject Lender (acting reasonably) being made for (A) payment at maturity of outstanding Bankers’ Acceptances accepted by it, (B) indemnity in respect of its share of outstanding Letters of Credit or, with respect to outstanding Fronted LCs, release by the relevant Fronting Lenders of its obligations in respect thereof and (C) any costs, losses, premiums or expenses incurred by such Lender by reason of the liquidation or re-deployment of deposits or other funds in respect of SOFR Loans or BBSY Loans outstanding hereunder. Upon such assignment and transfer, the assigning Subject Lender shall have no further right, interest, benefit or obligation in respect of the Assigned Interests (except as provided in Section 7.8(3)) and the assignee thereof shall succeed to the position of such Lender as if the same was an original party hereto in the place and stead of such Subject Lender and such assignee shall be deemed to be a Syndicated Facility Extending Lender for all purposes of this Agreement where the assignor is a Syndicated Facility Non-Extending Lender; for such purpose, the assignee shall execute and deliver an Assignment Agreement and such other documentation as may be reasonably required by the Agent, Fronting Lenders and the relevant Borrower to confirm its agreement to be bound by the provisions hereof as a Lender and to give effect to the foregoing; and

(b)

to the extent that the relevant Borrower has not caused any Subject Lender to assign its rights, benefits and interests to another Lender or other financial institution as provided in paragraph (a) above, repay to such Subject Lender at any time while such Lender continues to be a Subject Lender, all such Lender’s Rateable Portion of all Loans outstanding under the Credit Facilities, together with all accrued but unpaid interest and fees thereon and with respect to its Commitments, without making corresponding repayment to the other Lenders and, upon such repayment and provision satisfactory to the relevant Subject Lender (acting reasonably) being made for (i) payment at maturity of all outstanding Bankers’ Acceptances accepted by such Lender, (ii) indemnity in respect of its share of outstanding Letters of Credit or, with respect to outstanding Fronted LCs, release by the relevant Fronting Lenders of its obligations in respect thereof and (iii) any costs, losses, premiums or expenses incurred by such Lender by reason of a liquidation or re-deployment of deposits or other funds in respect of SOFR Loans or BBSY Loans outstanding hereunder, the applicable Borrower may cancel such Lender’s Commitments. Upon completion of the foregoing, such Subject Lender shall have no further right, interest, benefit or obligation in respect of the Credit Facilities (except as provided in Section 7.8(3)) and each Credit Facility shall be reduced by the amount of such Lender’s cancelled Commitment thereunder.

2.24

Permitted Increase in Credit Facilities

(1)

The Canadian Borrower may, at any time and from time to time, increase the maximum amount of any Credit Facility (which may include adding a new tranche to the TLA Facility (a “New TLA Facility Tranche”)) by (i) adding additional financial institutions as new Lenders, (ii) increasing the applicable Commitments of any existing Lenders with the consent of such existing Lenders or (iii) any combination thereof. The right to increase the maximum principal amount of any Credit Facility as aforesaid shall be subject to the following (for each such increase):

(a)

in the case of the addition of a New TLA Facility Tranche, such New TLA Facility Tranche will be documented by such amendments to this Agreement as may be required by the Agent and agreed by the Borrower, each acting reasonably, which amendments may (i) provide for interest rates, fees, amortization and/or a maturity date which are different than the interest rates, fees, amortization and/or maturity date which apply to the then existing TLA Facility or any of the other Credit Facilities, (ii) effect technical and corresponding amendments to the terms of this Agreement and the other Documents as may be necessary and appropriate to establish the New TLA Facility Tranche and administrative procedures related thereto and/or (iii) provide for tranche voting for matters which relate only to such New TLA Facility Tranche;

(b)

no Default or Event of Default shall have occurred and be continuing and the Canadian Borrower shall have delivered to the Agent a certificate of an officer of the Canadian Borrower confirming the same and confirming (i) its corporate authorization to make such increase, (ii) the truth and accuracy in all material respects of its representations and warranties contained in Section 9.1 hereof as of such date, other than any such representations and warranties which expressly speak as of an earlier date and (iii) that no consents, approvals or authorizations 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;

(c)

each Borrower under the Credit Facility being increased shall have delivered to the Agent an opinion of its legal counsel in form and substance as may be required by the Agent, acting reasonably (and such opinion(s) shall, inter alia, opine as to the corporate authorization of such Borrowers to effect such increase);

(d)

after giving effect to each such increase, (i) the aggregate amount of all Commitments under all Credit Facilities shall not exceed U.S.$850,000,000 (or the Equivalent Amount thereof) and (ii) the aggregate amount of all Commitments under the TLA Facility (including any New TLA Facility Tranche) shall not exceed U.S.$150,000,000 (or the Equivalent Amount thereof);

(e)

the Agent and, in the case of an increase of the Syndicated Facility, each Fronting Lender shall have consented to increases in the applicable Commitment of each Lender and any additional financial institution becoming a Lender, such consent of the Agent and each Fronting Lender not to be unreasonably conditioned, withheld or delayed (it being understood that the withholding of consent by a Fronting Lender due to (i) such Fronting Lender’s concern over the credit quality of a Lender whose Commitment is being increased or a financial institution becoming a Lender or (ii) exposure limits of such Fronting Lender related to a Lender whose Commitment is being increased or a financial institution becoming a Lender shall, in each case, be deemed to be reasonable); and

(f)

each applicable Borrower and each increasing existing Lender and/or the financial institution being added, as the case may be, shall execute and deliver such documentation as is required by the Agent, acting reasonably, to effect the increase in question (including (i) a confirmation of guarantees from each Loan Party and (ii) except in the case of the addition of a New TLA Facility Tranche, the partial assignment of Loans or purchase of participations from other applicable Lenders to the extent necessary to ensure that, after giving effect to such increase, each applicable Lender holds its Rateable Portion of each outstanding Loan under the Credit Facility being increased) and, if applicable, to add any such new financial institution as a Lender under the Documents.

2.25

Designation of Unrestricted Subsidiaries and Restricted Subsidiaries

(1)

Subject to Section 2.25(4), the Canadian Borrower shall from time to time, by notice in writing to the Agent, the Canadian Operating Facility Lender and the Australian Operating Facility Lender, be entitled to designate effective on the date set out in such notice that a Restricted Subsidiary (other than a Borrower) shall be an Unrestricted Subsidiary or that an Unrestricted Subsidiary shall be a Restricted Subsidiary; provided that the Canadian Borrower shall not be entitled to make any such designation if:

(a)

a Default or an Event of Default has occurred and is continuing (unless such designation would cure such Default or Event of Default);

(b)

a Default or an Event of Default would result from or exist immediately after such a designation; or

(c)

for certainty, if, immediately after such designation, the Canadian Borrower would not be in compliance with any of the terms and conditions hereof including, without limitation, the financial covenants set out in Section 10.3, the Ring Fence Test (Restricted Group) or the Ring Fence Test (Secured Loan Parties).

(2)

The Canadian Borrower shall, concurrently with delivery of a notice pursuant to Section 2.25(1), deliver to the Agent, the Canadian Operating Facility Lender and the Australian Operating Facility Lender an Officer’s Certificate addressed to the Agent and the Lenders certifying that the Canadian Borrower is entitled to make the designation referenced in such notice.

(3)	Any Subsidiary of the Canadian Borrower formed or acquired after the Effective Date (other than a Project Finance SPV) shall be deemed automatically to be an Unrestricted Subsidiary unless designated as a Restricted Subsidiary in accordance with this Section 2.25.

(4)	Any Subsidiary of the Canadian Borrower (other than a Project Finance SPV) that guarantees any Debt of the Canadian Borrower or its Subsidiaries (other than a Project Finance SPV) shall at all times be designated as a Restricted Subsidiary.

(5)

The Canadian Borrower shall cause any Subsidiary that becomes a Restricted Subsidiary after the Effective Date to promptly, and in any event within 30 days (or such longer period of time as may be agreed to by the Agent) of becoming a Restricted Subsidiary, execute and deliver, subject to Sections 11.1 and 11.2, a Subsidiary Guarantee (or joinder thereto) and the Security to the Agent, together with a certified copy of its constating documents or, in the case of the Cayman Islands, constitutional documents (including, without limitation, a registered office certified copy of its register of members, register of directors and officers and register of mortgages and charges and any other applicable statutory registers, as the case may be), authorizing resolutions, and a legal opinion in form and substance satisfactory to the Agent, acting reasonably.

2.26

Australian Letters of Credit

(1)

The Australian Operating Facility Lender agrees that it shall, subject to Section 3.1, on each Drawdown Date in connection with a Drawdown request for an Australian Letter of Credit, issue an Australian Letter of Credit having a face amount equal to the amount of the proposed Drawdown specified in the relevant Drawdown Notice and being otherwise in accordance with the Drawdown Notice.

(2)

Each Australian Letter of Credit issued by the Australian Operating Facility Lender must be in the form or substantially in the form set out in Schedule L or as otherwise agreed between the Australian Borrower and the Australian Operating Facility Lender, and shall have an expiration date not later than the then current Australian Operating Facility Maturity Date.

(3)	The Australian Borrower irrevocably authorizes the Australian Operating Facility Lender to immediately pay any amount demanded at any time under an Australian Letter of Credit issued by the Australian Operating Facility Lender. The Australian Operating Facility Lender:

(a)

need not first refer to the Australian Borrower or obtain its authority for the payment;

(b)

need not enquire whether the demand has been properly made; and

(c)

may meet any demand even though the Australian Borrower disputes the validity of the demand.

(4)

The Australian LC Sub-Facility Limit automatically reduces by an amount equal to the undrawn face amount of any outstanding Australian Letter of Credit until such Australian Letter of Credit has expired, been exhausted (provided that the Australian Operating Facility Lender has received the amount set out in Section 2.26(6) from the Australian Borrower in respect of such Australian Letter of Credit), been cancelled or returned to the Australian Operating Facility Lender or been defeased by the provision of cash collateral in accordance with the provisions hereof. Notwithstanding the foregoing, the amount of any outstanding Loans under the Australian Operating Facility shall not exceed the Australian Operating Facility Commitment.

(5)	The Australian Borrower agrees not to request the issue of Australian Letters of Credit which, if issued, could result in the aggregate undrawn face amount of all outstanding Australian Letters of Credit on any day exceeding the Australian LC Sub-Facility Limit for that day.

(6)	The Australian Borrower agrees to pay, within four (4) Banking Days of demand from the Australian Operating Facility Lender, an amount equal to the amount paid by the Australian Operating Facility Lender under an Australian Letter of Credit.

(7)

The Australian Borrower shall indemnify and save harmless the Australian Operating Facility Lender against all claims, losses, costs, expenses or damages to the Australian Operating Facility Lender arising out of or in connection with any Australian Letter of Credit, the issuance thereof, any payment thereunder or any action taken by the Australian Operating Facility Lender or any other person in connection therewith in accordance with the terms of this Agreement including all reasonable properly documented costs relating to any legal process or proceeding instituted by any party restraining or seeking to restrain the issuer of an Australian Letter of Credit or the Australian Operating Facility Lender from accepting or paying any draft or any amount under any such Australian Letter of Credit, except as a result of the Australian Operating Facility Lender’s gross negligence, wilful misconduct or material breach of this Agreement as determined by a final non- appealable judgement of a court of competent jurisdiction. The Australian Borrower agrees to pay amounts due under this indemnity on demand from the Australian Operating Facility Lender.

(8)	The rights of the Australian Operating Facility Lender and the Australian Borrower’s obligations are not affected by anything that might otherwise affect them under law or otherwise, including, without limitation:

(a)

any inaccuracy, insufficiency, forgery or alteration in any certificate, Australian Letter of Credit or other document which purports to be made, issued or delivered under this Agreement or under any Australian Letter of Credit;

(b)

the fact that the Australian Operating Facility Lender releases any person (other than the Australian Borrower) or gives the Australian Borrower (or any other person) a concession, such as more time to pay, or compounds or compromises with them (whether or not an additional burden is imposed at the same time);

(c)

acquiescence or delay by one or both of the Australian Operating Facility Lender or any other person;

(d)

any variation or novation of a right of the Australian Operating Facility Lender or another person; or

(e)

the fact that the obligations of any person other than the Australian Borrower may not be enforceable.

(9)

The Australian Borrower shall pay to the Australian Operating Facility Lender in respect of Australian Letters of Credit issued hereunder, an issuance fee quarterly in arrears (on the first day of January, April, July and October in each year, on the date of cancellation of the Australian Operating Facility and on the Australian Operating Facility Maturity Date) calculated at a rate per annum equal to the Applicable Pricing Rate on the undrawn face amount from time to time of each issued and outstanding Australian Letter of Credit, calculated disregarding any amount paid out by the Australian Operating Facility Lender under the Australian Letter of Credit until the Australian Borrower pays in full in respect of that amount under Section 2.26(6). To the extent any Australian Letters of Credit for which issuance fees have been paid in advance are presented, cancelled, terminated or reduced prior to their original expiry date, the Australian Operating Facility Lender, shall reimburse the Australian Borrower for the amount of any applicable overpayment of any such issuance fees in connection with any such presentment, cancellation, termination or reduction.

2.27

Canadian Letters of Credit

(1)

The Canadian Operating Facility Lender agrees that it shall, subject to Section 3.1, on each Drawdown Date in connection with a Drawdown request for a Canadian Letter of Credit, issue a Canadian Letter of Credit having a face amount equal to the amount of the proposed Drawdown specified in the relevant Drawdown Notice and being otherwise in accordance with the Drawdown Notice.

(2)	Each Canadian Letter of Credit issued by the Canadian Operating Facility Lender must be in a form agreed between the Canadian Borrower and the Canadian Operating Facility Lender and shall have an expiration date not later than the then current Canadian Operating Facility Maturity Date.

(3)	The Canadian Borrower irrevocably authorizes the Canadian Operating Facility Lender to immediately pay any amount demanded at any time under a Canadian Letter of Credit issued by the Canadian Operating Facility Lender. The Canadian Operating Facility Lender:

(a)

need not first refer to the Canadian Borrower or obtain its authority for the payment;

(b)

need not enquire whether the demand has been properly made; and

(c)

may meet any demand even though the Canadian Borrower disputes the validity of the demand.

(4)

The availability under the Canadian Operating Facility automatically reduces by an amount equal to the undrawn face amount of any outstanding Canadian Letter of Credit until such Canadian Letter of Credit has expired, been exhausted (provided that the Canadian Operating Facility Lender has received the amount set out in Section 2.27(6) from the Canadian Borrower in respect of such Canadian Letter of Credit), been cancelled or returned to the Canadian Operating Facility Lender or been defeased by the provision of cash collateral in accordance with the provisions hereof. Notwithstanding the foregoing, the amount of any outstanding Loans under the Canadian Operating Facility shall not exceed the Canadian Operating Facility Commitment.

(5)

The Canadian Borrower agrees not to request the issue of Canadian Letters of Credit which, if issued, could result in the aggregate Outstanding Principal of the outstanding Loans under the Canadian Operating Facility on any day exceeding the maximum principal amount of the Canadian Operating Facility.

(6)	The Canadian Borrower agrees to pay, within four (4) Banking Days of demand from the Canadian Operating Facility Lender, an amount equal to the amount paid by the Canadian Operating Facility Lender under a Canadian Letter of Credit.

(7)

The Canadian Borrower shall indemnify and save harmless the Canadian Operating Facility Lender against all claims, losses, costs, expenses or damages to the Canadian Operating Facility Lender arising out of or in connection with any Canadian Letter of Credit, the issuance thereof, any payment thereunder or any action taken by the Canadian Operating Facility Lender or any other person in connection therewith in accordance with the terms of this Agreement including all reasonable properly documented costs relating to any legal process or proceeding instituted by any party restraining or seeking to restrain the issuer of a Canadian Letter of Credit or the Canadian Operating Facility Lender from accepting or paying any draft or any amount under any such Canadian Letter of Credit, except as a result of the Canadian Operating Facility Lender’s gross negligence, wilful misconduct or material breach of this Agreement as determined by a final non- appealable judgement of a court of competent jurisdiction. The Canadian Borrower agrees to pay amounts due under this indemnity on demand from the Canadian Operating Facility Lender.

(8)	The rights of the Canadian Operating Facility Lender and the Canadian Borrower’s obligations are not affected by anything that might otherwise affect them under law or otherwise, including, without limitation:

(a)

any inaccuracy, insufficiency, forgery or alteration in any certificate, Canadian Letter of Credit or other document which purports to be made, issued or delivered under this Agreement or under any Canadian Letter of Credit;

(b)

the fact that the Canadian Operating Facility Lender releases any person (other than the Australian Borrower) or gives the Canadian Borrower (or any other person) a concession, such as more time to pay, or compounds or compromises with them (whether or not an additional burden is imposed at the same time);

(c)

acquiescence or delay by one or both of the Canadian Operating Facility Lender or any other person;

(d)

any variation or novation of a right of the Canadian Operating Facility Lender or another person; or

(e)

the fact that the obligations of any person other than the Canadian Borrower may not be enforceable.

(9)

The Canadian Borrower shall pay to the Canadian Operating Facility Lender in respect of Canadian Letters of Credit issued hereunder, an issuance fee quarterly in arrears (on the first day of January, April, July and October in each year, on the date of cancellation of the Canadian Operating Facility and on the Canadian Operating Facility Maturity Date) calculated at a rate per annum equal to the Applicable Pricing Rate on the undrawn face amount from time to time of each issued Canadian Letter of Credit, calculated disregarding any amount paid out by the Canadian Operating Facility Lender under the Canadian Letter of Credit until the Canadian Borrower pays in full in respect of that amount under Section 2.27(6). To the extent any Canadian Letters of Credit for which issuance fees have been paid in advance are presented, cancelled, terminated or reduced prior to their original expiry date, the Canadian Operating Facility Lender, shall reimburse the Canadian Borrower for the amount of any applicable overpayment of any such issuance fees in connection with any such presentment, cancellation, termination or reduction.

(10)	Restricted use of proceeds in Switzerland

The Borrowers shall ensure that no proceeds of any Credit Facility or Bank Product shall (a) be on- lent or made available, directly or indirectly, to any Subsidiary incorporated in Switzerland and/or having its registered office in Switzerland and/or qualifying as a Swiss resident pursuant to article 9 of the Swiss Withholding Tax Act or (b) will otherwise be used or made available, directly or indirectly, in each case in a manner which would constitute a detrimental ‘use of proceeds in Switzerland’ (Mittelverwendung in der Schweiz) as interpreted by the Swiss Federal Tax Administration for purposes of Swiss Withholding Tax, unless (i) such use of proceeds of any Credit Facility or Bank Product in Switzerland is permitted without interest payments under any Document becoming subject to Swiss Withholding Tax under the Swiss taxation laws in force from time to time or (ii) until such time as a written confirmation or countersigned tax ruling application from the Swiss Federal Tax Administration has been obtained confirming, based on correct and up to date facts and circumstances at all times, that such use of proceeds of any Credit Facility or Bank Product is permitted without interest payments under any Document becoming subject to Swiss Withholding Tax.

ARTICLE 3

CONDITIONS PRECEDENT TO DRAWDOWNS

3.1

Conditions for Drawdowns After Effective Date

(1)	On or before each Drawdown hereunder, other than the Drawdowns made on the Effective Date, the following conditions shall be satisfied:

(a)

the Agent, or in respect of a Drawdown under the Australian Operating Facility, the Australian Operating Facility Lender, or, in the case of a Drawdown under the Canadian Operating Facility, the Canadian Operating Facility Lender, shall have received a complete Drawdown Notice, delivered in accordance with the requirements hereof, from the applicable Borrower requesting the Drawdown;

(b)

the representations and warranties set forth in Section 9.1 shall be true and accurate in all respects on and as of the date of the requested Drawdown other than those representations and warranties expressly stated to be made as of an earlier date;

(c)

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

(d)

after giving effect to the requested Drawdown, the Outstanding Principal of all Loans outstanding under the relevant Credit Facility shall not exceed the maximum principal amount of such Credit Facility and, in respect of the sub-facilities provided for under the Australian Operating Facility, the total principal amount outstanding under such sub-facility shall not exceed the maximum amount of such sub-facility; and

(e)

no part of the requested Drawdown shall be drawn solely for the purposes of accumulating a cash reserve (excluding Excluded Amounts) in excess of U.S.$50,000,000.

3.2

Conditions Precedent to Initial Drawdowns on Effective Date

(1)	As conditions precedent to the making of the initial Drawdowns hereunder on the Effective Date, the following conditions shall be satisfied:

(a)

this Agreement, the CAIA, the Parent Guarantee and the Subsidiary Guarantees required to be executed from the Restricted Subsidiaries (other than Exterran and its Subsidiaries) shall have been fully executed and delivered by each applicable Loan Party to the Agent, in each case in form and substance satisfactory to the Agent;

(b)

the Security shall have been fully executed and delivered to the Collateral Agent by the Canadian Borrower and those Restricted Subsidiaries (other than Exterran and its Subsidiaries) which are guarantors under the Existing Enerflex Revolver Credit Agreement, and all registrations, notations, notarizations, filings, notices and recordings necessary or desirable (as determined by the Agent and Lenders’ Counsel, acting reasonably) to preserve, register, protect or perfect the enforceability and priority of the Security Interests created by the Security (subject only to Permitted Encumbrances) shall have been completed in each office of each jurisdiction in which filings, registrations, notarizations or recordation are required (or arrangements satisfactory to the Agent for the foregoing shall have been made); provided that, to the extent that any Security (including the creation or perfection of any Security Interest thereunder) (i) is in respect of Restricted Subsidiaries in jurisdictions outside Canada and the United States of America or assets located outside of Canada and the United States of America on the Effective Date or (ii) cannot be provided on the Effective Date (excluding the grant and perfection of Security Interests in assets with respect to which a Security Interest may be perfected by the filing of a financing

statement under the Uniform Commercial Code in the United States of America or the Personal Property Security Act (Alberta) in Canada (or any similar notice filing in any jurisdiction Canada which is permitted to occur prior to the creation of the underlying Security Interest)) after the Canadian Borrower’s use of commercially reasonable efforts to do so, such Security (including the creation or perfection of any Security Interest thereunder), shall not constitute a condition precedent to the initial Drawdowns on the Effective Date;

(c)

the Canadian Borrower shall have delivered to the Agent an Officer’s Certificate of the Canadian Borrower attaching a true and complete copy of the Merger Agreement, including all of the annexes and exhibits thereto;

(d)

the Merger Agreement shall be in full force and effect, and the Acquisition shall have been consummated (or substantially simultaneously with the initial Drawdowns hereunder, shall be consummated) in all material respects in accordance with the terms of the Merger Agreement, without any material amendment, modification or waiver thereof, or material consent thereunder, in each case, if such amendment, modification, waiver or consent would be adverse to the interests of the Lenders in any material respect, without the consent of the Lead Arrangers, which consent shall not be unreasonably withheld, conditioned or delayed, and the Agent shall have received an Officer’s Certificate of the Canadian Borrower certifying same; provided that any amendment, modification, waiver or consent with respect to (i) the definition of “Company Material Adverse Effect” in the Merger Agreement which increases in any material respect any of the exclusions in such definition, (ii) the definition of “End Date” in the Merger Agreement which extends such date (excluding, for certainty, the automatic extension provision in existence on January 24, 2022), (iii) the financing cooperation provisions in section 5.21 of the Merger Agreement which reduces any of Exterran’s material obligations thereunder and would adversely affect the Canadian Borrower’s ability to consummate the Financing Transactions, or (iv) the “Xerox” provisions in Section 8.15 of the Merger Agreement will, in each case, be deemed to be adverse to the interest of the Lenders in a material respect; provided that any change to the definition of “Merger Consideration” in the Merger Agreement shall be deemed not to be adverse to the interest of the Lenders in any material respect if the entirety of such consideration remains payable solely in common shares of the Canadian Borrower or cash in respect of fractional shares;

(e)

since January 24, 2022, there shall not have occurred any event, change, occurrence, effect or development that has had, or would reasonably be expected to have, individually or in the aggregate, a “Company Material Adverse Effect” (as defined in the Merger Agreement) and that would entitle the Canadian Borrower to terminate the Merger Agreement without penalty or payment of any break fee or make-whole amount, and the Agent shall have received an Officer’s Certificate of the Canadian Borrower certifying same;

(f)

on the Effective Date:

(i)

the Merger Agreement Representations shall be true and correct in all respects; and

(ii)

the Credit Agreement Representations shall be true and correct in all material respects (or, in the case of any such Credit Agreement Representations already qualified by materiality, true and correct in all respects);

and the Agent shall have received an Officer’s Certificate of the Canadian Borrower certifying same;

(g)

the Agent shall have received each of the following:

(i)

an audited consolidated balance sheet as of December 31, 2021 and 2020 and the related audited statements of comprehensive income, shareholders’ equity and cash flows of the Canadian Borrower for each of the fiscal years ended December 31 of 2021, 2020 and 2019;

(ii)

an audited consolidated balance sheet as of December 31, 2021 and 2020 and related audited statements of income, shareholders’ equity and cash flows of Exterran for each of the fiscal years ended December 31, 2021, 2020 and 2019;

(iii)

an unaudited consolidated balance sheet and related unaudited statements of comprehensive income, shareholders’ equity and cash flows of the Canadian Borrower for its most recently ended fiscal quarter ending at least 45 days prior to the Effective Date (other than the fiscal quarter ended December 31);

(iv)

an unaudited consolidated balance sheet and related unaudited statements of comprehensive income, shareholders’ equity and cash flows of Exterran for its most recently ended fiscal quarter ending at least 45 days prior to the Effective Date (other than the fiscal quarter ended December 31); and

(v)

an unaudited pro forma consolidated balance sheet and statements of comprehensive income of the Canadian Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which historical financial statements of the Canadian Borrower have been provided pursuant to this paragraph (g), which shall give effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or as if the Transactions had occurred at the beginning of such period (in the case of such income statement) and which, in any case, need not be prepared in accordance with Regulation S-X and need not reflect purchase price accounting;

(h)

substantially concurrently with such initial Drawdowns:

(i)

the Existing Bank Debt shall be fully repaid, and the Agent shall have received evidence of the foregoing in form and substance satisfactory to the Agent;

(ii)

the Existing Credit Agreements shall be fully cancelled (other than the provisions of such agreements which are expressly stated to survive the termination thereof), and any security for the Existing Bank Debt shall have been irrevocably released and discharged;

(iii)

if the Enerflex Existing Notes will not be repurchased or otherwise discharged, then the Canadian Borrower shall have issued a prepayment notice providing for the prepayment of all of the Enerflex Existing Notes that is (or substantially simultaneously with the initial Drawdown under the Credit Facilities will be) unconditional on the Effective Date;

(iv)

the Exterran Existing Notes will be unconditionally satisfied and discharged, in full, pursuant to the satisfaction and discharge provisions of the Exterran Note Indenture; and

(v)

if the Enerflex Existing Notes will not be repurchased or otherwise discharged, in full, on the Effective Date, then the aggregate amount of cash and cash equivalents and undrawn Commitments under the Credit Facilities on the Effective Date (inclusive of cash available to the Canadian Borrower on the Effective Date from Advances to be made on the Effective Date (or made prior to the Effective Date and to be released from escrow on the Effective Date) and subject to the limitation in Section 3.2(1)(k)) shall, when taken together, be sufficient to repurchase or otherwise discharge all of the Enerflex Existing Notes that will remain outstanding after the Effective Date;

(i)

the Canadian Borrower shall have delivered or shall have caused to be delivered, to the Agent, each of the following:

(i)

a current certificate of status, compliance or good standing, as the case may be, in respect of each Borrower’s jurisdiction of incorporation or continuance (which, in relation to the Australian Borrower, shall be satisfied by the delivery of an ASIC company extract with respect to the Australian Borrower dated no earlier than three (3) Banking Days prior to the Effective Date;

(ii)

officers’ certificates in respect of each Loan Party that is a party to a Document on the Effective Date certifying, as applicable, (A) copies of its constating documents (or, in the case of the Cayman Islands, constitutional documents (including memorandum of association and articles of association (as amended or amended and restated, if applicable), certificate of incorporation, register of members, register of directors and officers and register of mortgages and charges and any other applicable statutory registers (as the case may be)), by-laws, shareholder agreements, and other organizational documents; (B) resolutions authorizing the Documents to which it is a party and the transactions thereunder, and (C) the incumbency of the officers, directors, members or other authorized signatory thereof signing the Documents to which it is a party; and

(iii)

a Solvency Certificate;

(j)

the Agent and the Lenders shall have received legal opinions in respect of each of the Canadian Borrower and its Restricted Subsidiaries that is a Loan Party that is a party to a Document on the Effective Date, in each case from their respective legal counsel in each applicable jurisdiction, in form and substance as may be required by the Lenders, acting reasonably;

(k)

after giving effect to all Drawdowns under this Agreement on the Effective Date (excluding Post-Closing Reorganization Drawdowns) and after giving pro forma effect to all Drawdowns under this Agreement after the Effective Date which are projected to be made to fund all or any portion of the repurchase or discharge of the Enerflex Existing Notes and the Exterran Existing Notes (if and to the extent that such repurchase or discharge will occur after the Effective Date), the undrawn Commitments under this Agreement shall not be less than 40% of the aggregate Commitments under this Agreement (or such lesser percentage as may be agreed to by the Lead Arrangers), and the Agent shall have received an Officer’s Certificate of the Canadian Borrower certifying same;

(l)

at least three (3) Banking Days prior to the Effective Date, the Canadian Borrower shall have provided the documentation and other information to the applicable Lenders that is required by regulatory authorities under applicable “know your customer” and anti-money- laundering rules and regulations, including, without limitation, the PATRIOT Act, to the extent requested in writing at least 10 Banking Days prior to the Effective Date;

(m)

at least three (3) Banking Days prior to the Effective Date, if the Canadian Borrower qualifies as a “legal entity” customer under 31 C.F.R. §1010.230 and the Agent has requested certification as to such status at least 10 Banking Days prior to the Effective Date, the Canadian Borrower shall have delivered to the Agent a beneficial ownership certification in relation to the Canadian Borrower, which certification shall be substantially similar to the form of Certification Regarding Beneficial Owners of Legal Entity Customers published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association;

(n)

(o)

all fees that are due and payable by the Borrowers to the Agent, the Lenders and the Lead Arrangers, and all reasonable and documented out-of-pocket costs, expenses and other compensation payable to the Lenders (or any of them), the Lead Arrangers or the Agent pursuant to the terms hereof shall have been paid to the extent then due and, in the case of any such costs and expenses, to the extent that invoices have been submitted to the Canadian Borrower at least three (3) Banking Days prior to the Effective Date.

3.3

Waiver

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

ARTICLE 4

EVIDENCE OF DRAWDOWNS

4.1

Account of Record

(1)

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

(2)

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

(3)

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

ARTICLE 5

PAYMENTS OF INTEREST AND FEES

5.1

Interest on Canadian Prime Rate Loans

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

5.2

Interest on U.S. Base Rate Loans

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

5.3

Interest on SOFR Loans

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

5.4

Interest on BBSY Loans

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

5.5

Interest on Australian Overdraft Loans

The Australian Borrower shall pay interest on each Australian Overdraft Loan owing by it in Australian Dollars at a rate per annum equal to the BLR in effect from time to time. Each determination by the Australian Operating Facility Lender of the BLR applicable from time to time, in the absence of manifest error, shall be prima facie evidence thereof. Such interest shall accrue daily and shall be payable in arrears on each Interest Payment Date for such Loan for the period from and including the Drawdown Date or the Interest Payment Date, as the case may be, for such Loan to and including the day preceding such Interest Payment Date and shall be calculated on the principal amount of the Australian Overdraft Loan outstanding during such period and on the basis of the actual number of days elapsed in a year of 365 days. Changes in the BLR shall cause an immediate adjustment of the interest rate applicable to such Loans without the necessity of any notice to the Australian Borrower. Interest payable pursuant to this Section 5.5 may, to the extent not otherwise paid on the relevant Interest Payment Date, be debited to (a) the Australian Designated Account and (b) to the extent there are insufficient funds in the Australian Designated Account, the Australian Overdraft Account.

5.6

Interest Act (Canada); Conversion of 360 and 365 Day Rates

(1)

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

(2)

Whenever a rate of interest or other rate per annum hereunder is expressed or calculated on the basis of a year of 360 or 365 days, such rate of interest or other rate shall be expressed as a rate per annum, calculated on the basis of a 365 or 366 day year, as applicable, by multiplying such rate of interest or other rate by 365 or 366, as applicable, and dividing it by 360 or 365, as applicable.

5.7

Nominal Rates; No Deemed Reinvestment

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

5.8

Standby Fees

(1)

Subject to Section 16.2(3), the Canadian Borrower shall pay to the Agent for the account of the Syndicated Facility Lenders a standby fee in United States Dollars in respect of the Syndicated Facility calculated at a rate per annum equal to the Applicable Pricing Rate on the amount, if any, by which the amount of the Outstanding Principal under the Syndicated Facility for each day in the period of determination is less than the maximum principal amount for such Credit Facility for each such day. Fees determined in accordance with this Section shall accrue daily from and after the Effective Date and be payable by the Canadian Borrower quarterly in arrears and on cancellation in full of the Syndicated Facility and on the Syndicated Facility Maturity Date.

(2)

Subject to Section 16.2(3), the Canadian Borrower shall pay to the Canadian Operating Facility Lender for its own account a standby fee in United States Dollars in respect of the Canadian Operating Facility calculated at a rate per annum equal to the Applicable Pricing Rate on the amount, if any, by which the amount of the Outstanding Principal under the Canadian Operating Facility for each day in the period of determination is less than the maximum principal amount for such Credit Facility for each such day. Fees determined in accordance with this Section shall accrue daily from and after the Effective Date and be payable by the Canadian Borrower quarterly in arrears and on cancellation in full of the Canadian Operating Facility and on the Canadian Operating Facility Maturity Date.

(3)

Subject to Section 16.2(3), the Australian Borrower shall pay to the Australian Operating Facility Lender for its own account a standby fee in Australian Dollars in respect of Australian Operating Facility calculated at a rate per annum equal to the Applicable Pricing Rate on an amount equal to the Equivalent Amount in Australian Dollars, if any, by which the Outstanding Principal under the Australian Operating Facility for each day in the period of determination is less than the maximum principal amount for each such day of such Credit Facility. Fees determined in accordance with this Section shall accrue daily from and after the Effective Date and be payable by the Australian Borrower quarterly in arrears and on cancellation in full of the Australian Operating Facility and on the Australian Operating Facility Maturity Date.

(4)

As of: (i) the fifth day of January, April, July and October in each year, (ii) the date of any cancellation in full of a Credit Facility and (iii) the Maturity Date applicable to a Credit Facility the Agent, or in the case of the Canadian Operating Facility, the Canadian Operating Facility Lender, or, in the case of the Australian Operating Facility, the Australian Operating Facility Lender, shall determine the standby fees under this Section in respect of the applicable Credit Facility for the period from and including the Effective Date or the date of the immediately preceding determination, as the case may be, to but excluding that date of determination and shall deliver to the applicable Borrower a written request for payment of the standby fees so determined, as detailed therein which request shall constitute prima facie evidence of the amount owing. The applicable Borrower shall pay to the Agent, for the account of the Syndicated Facility Lenders, or shall pay to the Canadian Operating Facility Lender, for its own account, or shall pay to the Australian Operating Facility Lender, for its own account, the standby fees referred to above within 5 Banking Days after receipt of each such written request.

(5)	For certainty, no standby fees shall be payable by a Borrower in respect of a given Credit Facility for any period of time after the Maturity Date applicable to such Credit Facility.

5.9

Agent’s Fee

From and after the Effective Date, the Canadian Borrower shall pay to the Agent, for its own account, until the Syndicated Facility has been fully cancelled and all Obligations thereunder have been paid in full, other than, in each case, the provisions of this Agreement (and the obligations related hereto) which by their terms survive the termination and cancellation of the Syndicated Facility, the non-refundable revolving facilities agency fee in the amounts specified in the Agency Fee Agreement.

5.10

Interest on Overdue Amounts

Notwithstanding any other provision hereof, in the event that any amount due hereunder (including, without limitation, any interest payment) is not paid when due (whether by acceleration or otherwise), the applicable Borrower shall pay interest on such unpaid amount (including, without limitation, interest on interest), if and to the fullest extent permitted by applicable law, from the date that such amount is due until the date that such amount is paid in full (but excluding the date of such payment if the payment is received for value at the required place of payment on the date of such payment), and such interest shall accrue daily, be calculated and compounded monthly and be payable on demand, after as well as before maturity, default and judgment, at a rate per annum that is equal to (i) in respect of amounts due in Canadian Dollars, the rate of interest then payable on Canadian Prime Rate Loans plus 2.0% per annum, (ii) in respect of amounts due in United States Dollars, the rate of interest then payable on U.S. Base Rate Loans plus 2.0% per annum, (iii) in respect of amounts due in Pounds Sterling or Euros, the rate of interest then payable on Canadian Prime Rate Loans plus 2.0% per annum and (iv) in respect of amounts due in Australian Dollars, the rate of interest then payable on Australian Overdraft Loans plus 2.0% per annum.

5.11

Waiver

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

5.12

Maximum Rate Permitted by Law

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

ARTICLE 6

BANKERS’ ACCEPTANCES

6.1

Bankers’ Acceptances

The Canadian Borrower may give the Agent notice that Bankers’ Acceptances will be required under the Syndicated Facility pursuant to a Drawdown, Rollover or Conversion and the Canadian Borrower may give the Canadian Operating Facility Lender notice that Bankers’ Acceptances will be required under the Canadian Operating Facility pursuant to a Drawdown, Rollover or Conversion.

6.2

Fees

Upon the acceptance by a Lender of a Bankers’ Acceptance, the Canadian Borrower shall pay to the Agent, for the account of such Lender, or shall pay the Canadian Operating Facility Lender, as applicable, a fee in Canadian Dollars equal to the Applicable Pricing Rate calculated on the principal amount at maturity of such Bankers’ Acceptance and for the period of time from and including the date of acceptance to but excluding the maturity date of such Bankers’ Acceptance and calculated on the basis of the number of days elapsed in a year of 365 days.

6.3

Form and Execution of Bankers’ Acceptances

(1)	The following provisions shall apply to each Bankers’ Acceptance hereunder:

(a)

the face amount at maturity of each draft drawn by the Canadian Borrower to be accepted as a Bankers’ Acceptance shall be Cdn.$100,000 and integral multiples thereof;

(b)

the term to maturity of each draft drawn by the Canadian Borrower to be accepted as a Bankers’ Acceptance shall, subject to market availability as determined by the applicable Lenders, be 1, 2 or 3 (or such other longer or shorter term as agreed by the applicable Lenders), as selected by the Canadian Borrower in the relevant Drawdown, Rollover or Conversion Notice, and each Bankers’ Acceptance shall be payable and mature on the last day of the Interest Period selected by the Canadian Borrower for such Bankers’ Acceptance (which, for certainty, pursuant to the definition of “Interest Period” shall be on or prior to the Maturity Date of the Credit Facility under which the Bankers’ Acceptances are proposed to be issued);

(c)

each draft drawn by the Canadian Borrower and presented for acceptance by a Lender shall be drawn on the standard form of such Lender in effect at the time; provided, however, that the Agent may require the applicable Lenders to use a generic form of Bankers’ Acceptance, in a form satisfactory to each such Lender, acting reasonably, provided by the Agent for such purpose in place of such Lenders’ own forms;

(d)

subject to Section 6.3(1)(e) below, Bankers’ Acceptances shall be signed by duly authorized signatories of the Canadian Borrower or, in the alternative, the signatures of such signatories may be mechanically reproduced in facsimile thereon and Bankers’ Acceptances bearing such facsimile signatures shall be binding on the Canadian Borrower as if they had been manually executed and delivered by such officers on behalf of the Canadian Borrower; notwithstanding that any person whose manual or facsimile signature appears on any Bankers’ Acceptance may no longer be an authorized signatory for the Canadian Borrower on the date of issuance of a Bankers’ Acceptance, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such Bankers’ Acceptance shall be binding on the Canadian Borrower; and

(e)

in lieu of signing Bankers’ Acceptances in accordance with Section 6.3(1)(d) above, the Canadian Borrower may provide a Power of Attorney to a Lender; for so long as a Power of Attorney is in force with respect to a given Lender, such Lender shall execute and deliver Bankers’ Acceptances on behalf of the Canadian Borrower in accordance with the provisions thereof and, for certainty, all references herein to drafts drawn by the Canadian Borrower, Bankers’ Acceptances executed by the Canadian Borrower or similar expressions shall be deemed to include Bankers’ Acceptances executed in accordance with a Power of Attorney, unless the context otherwise requires.

6.4

Power of Attorney; Provision of Bankers’ Acceptances to Lenders

(1)	Unless revoked with respect to a given Lender in accordance herewith, the Canadian Borrower hereby appoints each Syndicated Facility Lender that issues Bankers’ Acceptances and the Canadian Operating Facility Lender, acting by any authorized signatory of the Lender in question, as its attorney:

(a)

to sign for and on behalf and in the name of the Canadian Borrower as drawer, drafts in such Lender’s standard form which are depository bills as defined in the Depository Bills and Notes Act (Canada) (the “DBNA”), payable to a “clearing house” (as defined in the DBNA) including, without limitation, The Canadian Depository For Securities Limited or its nominee, CDS & Co. (the “clearing house”);

(b)

for drafts which are not depository bills, to sign for and on behalf and in the name of the Canadian Borrower as drawer and to endorse on its behalf, Bankers’ Acceptances drawn on the Lender payable to the order of the undersigned or payable to the order of such Lender;

(c)

to fill in the amount, date and maturity date of such Bankers’ Acceptances; and

(d)

to deposit and/or deliver such Bankers’ Acceptances which have been accepted by such Lender,

provided that such acts in each case are to be undertaken by the Lender in question strictly in accordance with instructions given to such Lender by the Canadian Borrower as provided in this Section. For certainty, signatures of any authorized signatory of a Lender may be mechanically reproduced in facsimile on Bankers’ Acceptances in accordance herewith and such facsimile signatures shall be binding and effective as if they had been manually executed by such authorized signatory of such Lender.

Instructions from the Canadian Borrower to a Lender relating to the execution, completion, endorsement, deposit and/or delivery by that Lender on behalf of the Canadian Borrower of Bankers’ Acceptances which the Canadian Borrower wishes to submit to the Lender for acceptance by the Lender shall be communicated by the Canadian Borrower in writing to the Agent or the Canadian Operating Facility Lender, as applicable, by delivery to the Agent or the Canadian Operating Facility Lender, as applicable, of Drawdown Notices, Conversion Notices and Rollover Notices, as the case may be, in accordance with this Agreement which, in the case Bankers’ Acceptances under the Syndicated Facility, in turn, shall be communicated by the Agent, on behalf of the Canadian Borrower, to the Lender.

The communication in writing by the Canadian Borrower, or on behalf of the Canadian Borrower by the Agent, to the Lender of the instructions set out in the Drawdown Notices, Conversion Notices and Rollover Notices referred to above shall constitute (a) the authorization and instruction of the Canadian Borrower to the Lender to sign for and on behalf and in the name of the Canadian Borrower as drawer the requested Bankers’ Acceptances and to complete and/or endorse Bankers’ Acceptances in accordance with such information as set out above and (b) the request of the Canadian Borrower to the Lender to accept such Bankers’ Acceptances and deposit the same with the clearing house or deliver the same, as the case may be, in each case in accordance with this Agreement and such instructions. The Canadian Borrower acknowledges that a Lender shall not be obligated to accept any such Bankers’ Acceptances except in accordance with the provisions of this Agreement.

The Power of Attorney granted by the Canadian Borrower pursuant to this Section may be revoked by the Canadian Borrower with respect to any particular Lender at any time upon not less than five (5) Banking Days’ prior written notice served upon the Lender in question and, in the case of the Syndicated Facility, the Agent, provided that no such revocation shall reduce, limit or otherwise affect the obligations of the Canadian Borrower in respect of any Bankers’ Acceptance executed, completed, endorsed, deposited and/or delivered in accordance herewith prior to the time at which such revocation becomes effective.

(2)

Unless the Canadian Borrower has provided Powers of Attorney to the applicable Lenders, to facilitate Drawdowns, Rollovers or Conversions of Bankers’ Acceptances, the Canadian Borrower shall, upon execution of this Agreement and thereafter from time to time as required by the Lenders, provide to the Agent, for delivery to each Syndicated Facility Lender and the Canadian Operating Facility Lender, drafts drawn in blank by the Canadian Borrower (pre-endorsed and otherwise in fully negotiable form, if applicable) in quantities sufficient for each such Lender to fulfil its obligations

hereunder. Any such pre-signed drafts which are delivered by the Canadian Borrower to the Agent or a Lender shall be held in safekeeping by the Agent or such Lender, as the case may be, with the same degree of care as if they were the Agent’s or such Lender’s property, and shall only be dealt with by the Lenders and the Agent in accordance herewith. No Lender shall be responsible or liable for its failure to make its share of any Drawdown, Rollover or Conversion of Bankers’ Acceptances required hereunder if the cause of such failure is, in whole or in part, due to the failure of the Canadian Borrower to provide such pre signed drafts to the Agent (for delivery to such Lender) on a timely basis.

(3)

By 10:00 a.m. (Calgary time) on the applicable Drawdown Date, Conversion Date or Rollover Date, the Canadian Borrower shall (a) either deliver to each applicable Lender in Toronto, or, if previously delivered, be deemed to have authorized each such Lender to complete and accept, or (b) where the Canadian Borrower has previously executed and delivered a Power of Attorney to such Lender, be deemed to have authorized each such Lender to sign on behalf of the Canadian Borrower, complete and accept, drafts drawn by the Canadian Borrower on such Lender in a principal amount at maturity equal to such Lender’s share of the Bankers’ Acceptances specified by the Canadian Borrower in the relevant Drawdown Notice, Conversion Notice or Rollover Notice, as the case may be, as notified to the applicable Lenders by the Agent.

6.5

Mechanics of Issuance

(1)

Upon receipt by the Agent of a Drawdown Notice, Conversion Notice or Rollover Notice from the Canadian Borrower requesting the issuance of Bankers’ Acceptances under the Syndicated Facility, the Agent shall promptly notify the Syndicated Facility Lenders thereof and advise each applicable Lender of the aggregate face amount of Bankers’ Acceptances to be accepted by such Lender, the date of issue and the Interest Period for such Loan, the apportionment among the Syndicated Facility Lenders of the face amounts of Bankers’ Acceptances to be accepted by each Syndicated Facility Lender, which amount shall be determined by the Agent by reference and in proportion to the respective Commitments of each Syndicated Facility Lender, provided that, when such apportionment cannot be evenly made, the Agent shall round allocations amongst such Lenders consistent with the Agent’s normal money market practices.

(2)	On each Drawdown Date, Rollover Date or Conversion Date involving the issuance of Bankers’ Acceptances being so purchased by the Syndicated Facility Lenders:

(a)

before 9:00 a.m. (Calgary time) on such date, the Agent shall determine the Applicable CDOR Rate and, provided the Interest Period in respect of such Bankers’ Acceptance is not a CDOR Non-Standard Interest Period, shall obtain quotations from any two or more Schedule II Lenders or Schedule III Lenders of the Discount Rate then applicable to bankers’ acceptances accepted by such Schedule II Lenders or Schedule III Lenders in respect of an issue of bankers’ acceptances in a comparable amount and with comparable maturity to the Bankers’ Acceptances proposed to be issued on such date;

(b)

as soon as practicable after 9:00 a.m. (Calgary time) on such date, the Agent shall determine the BA Discount Rate applicable to each applicable Lender and shall advise each such Lender of the BA Discount Rate applicable to it;

(c)

each applicable Lender shall complete and accept, in accordance with the Drawdown Notice, Conversion Notice or Rollover Notice delivered by the Canadian Borrower and advised by the Agent in connection with such issue, its share of the Bankers’ Acceptances to be issued on such date and shall purchase such Bankers’ Acceptances for its own account at a purchase price which reflects the BA Discount Rate applicable to such issue; and

(d)

in the case of a Drawdown, each applicable Lender shall by 12:00 p.m. (Toronto time), for same day value on the Drawdown Date, remit the Discount Proceeds or advance the BA Equivalent Advance, as the case may be, payable by such Lender (net of the acceptance fee payable to such Lender pursuant to Section 6.2) to the Agent for the account of the Canadian Borrower; the Agent shall, to the extent such proceeds have been received from the Lenders, make such funds available to the Canadian Borrower for same day value on such date.

(3)	On each Drawdown Date, Rollover Date or Conversion Date involving the issuance of Bankers’ Acceptances being so purchased by the Canadian Operating Facility Lender:

(a)

on or about 9:00 a.m. (Calgary time) on such date, the Canadian Operating Facility Lender shall determine the BA Discount Rate applicable to it;

(b)

the Canadian Operating Facility Lender shall complete and accept, in accordance with the Drawdown Notice, Conversion Notice or Rollover Notice delivered by the Canadian Borrower, the Bankers’ Acceptances to be issued on such date and shall purchase such Bankers’ Acceptances for its own account at a purchase price which reflects the BA Discount Rate applicable to such issue; and

(c)

in the case of a Drawdown, the Canadian Operating Facility Lender shall make the Discount Proceeds (net of the acceptance fee payable to the Canadian Operating Facility Lender pursuant to Section 6.2) available to the Canadian Borrower for same day value.

(4)	Each Syndicated Facility Lender and the Canadian Operating Facility Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all Bankers’ Acceptances accepted and purchased by it for its own account.

6.6

Rollover, Conversion or Payment on Maturity

(1)	In anticipation of the maturity of Bankers’ Acceptances, the Canadian Borrower shall, subject to and in accordance with the requirements hereof, do one or a combination of the following with respect to the aggregate face amount at maturity of all such Bankers’ Acceptances:

(a)

(i) deliver to the Agent or the Canadian Operating Facility Lender, as applicable, a Rollover Notice that the Canadian Borrower intends to draw and present for acceptance on the maturity date new Bankers’ Acceptances (issued under the same Credit Facility as the maturing Bankers’ Acceptances) in an aggregate face amount up to the aggregate amount of the maturing Bankers’ Acceptances and (ii) on the maturity date pay to the Agent for the account of the applicable Lenders or to the Canadian Operating Facility Lender, as applicable, an additional amount equal to the difference between the aggregate face amount of the maturing Bankers’ Acceptances and the Discount Proceeds otherwise payable in respect of such new Bankers’ Acceptances together with the acceptance fees to which the applicable Lenders are entitled pursuant to Section 6.2;

(b)

(i) deliver to the Agent or the Canadian Operating Facility Lender, as applicable, a Conversion Notice requesting a Conversion of the maturing Bankers’ Acceptances to another type of Loan under the same Credit Facility as the maturing Bankers’ Acceptances and (ii) in the case of a Conversion of a portion of a Bankers’ Acceptance, on the maturity date pay to the Agent for the account of the applicable Lenders or to the Canadian Operating Facility Lender, as applicable, an amount equal to the difference, if any, between the aggregate face amount of the maturing Bankers’ Acceptances and the principal amount of the Loans into which Conversion is requested; or

(c)

on the maturity date of the maturing Bankers’ Acceptances, pay to the Agent for the account of the applicable Lenders or the Canadian Operating Facility Lender, as applicable, an amount equal to the aggregate face amount of such Bankers’ Acceptances.

If the Canadian Borrower fails to so notify the Agent or the Canadian Operating Facility Lender, as applicable, or make such payments on maturity, the Agent or the Canadian Operating Facility Lender, as applicable, shall effect a Conversion into a Canadian Prime Rate Loan under the same Credit Facility as the maturing Bankers’ Acceptances of the entire face amount of such maturing Bankers’ Acceptances as if a Conversion Notice had been given by the Canadian Borrower to the Agent to that effect.

6.7

Restriction on Rollovers and Conversions

Subject to the other provisions hereof, Conversions and Rollovers of Bankers’ Acceptances may only occur on the maturity date thereof.

6.8

Rollovers

In order to satisfy the continuing liability of the Canadian Borrower to a Lender for the face amount of maturing Bankers’ Acceptances accepted by such Lender, the Lender shall receive and retain for its own account the Discount Proceeds of new Bankers’ Acceptances issued on a Rollover, and, without duplication of the payment required to be made under Section 6.6(1)(a), the Canadian Borrower shall on the maturity date of the Bankers’ Acceptances being rolled over pay to the Agent for the account of the applicable Lenders or the Canadian Operating Facility Lender, as applicable, an amount equal to the difference between the face amount of the maturing Bankers’ Acceptances and the Discount Proceeds from the new Bankers’ Acceptances, together with the acceptance fees to which the Lenders are entitled pursuant to Section 6.2.

6.9

Conversion into Bankers’ Acceptances

In respect of Conversions into Bankers’ Acceptances, in order to satisfy the continuing liability of the Canadian Borrower to the applicable Lenders for the amount of the converted Loan, each applicable Lender shall receive and retain for its own account the Discount Proceeds of the Bankers’ Acceptances issued upon such Conversion, and the Canadian Borrower shall on the Conversion Date pay to the Agent for the account of the applicable Lenders or to the Canadian Operating Facility Lender, as applicable, an amount equal to the difference between the principal amount of the converted Loan and the aggregate Discount Proceeds from the Bankers’ Acceptances issued on such Conversion, together with the acceptance fees to which the applicable Lenders are entitled pursuant to Section 6.2.

6.10

Conversion from Bankers’ Acceptances

In order to satisfy the continuing liability of the Canadian Borrower to the applicable Lenders for an amount equal to the aggregate face amount of the maturing Bankers’ Acceptances converted to another type of Loan, the Agent or the Canadian Operating Facility Lender, as applicable, shall record the obligation of the Canadian Borrower to the applicable Lenders as a Loan of the type into which such continuing liability has been converted.

6.11

BA Equivalent Advances

Notwithstanding the foregoing provisions of this Article, a Non-Acceptance Lender shall, in lieu of accepting Bankers’ Acceptances, make a BA Equivalent Advance. The amount of each BA Equivalent Advance shall be equal to the Discount Proceeds which would be realized from a hypothetical sale of those Bankers’ Acceptances which, but for this Section, such Lender would otherwise be required to accept as part of such 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 BA Discount Rate for such Loan. Any BA Equivalent Advance shall be made on the relevant Drawdown Date, Rollover Date or Conversion Date as the case may be and shall remain outstanding for the term of the relevant Bankers’ Acceptances. Concurrent with

the making of a BA Equivalent Advance, a Non-Acceptance Lender shall be entitled to deduct therefrom an amount equal to the acceptance fee calculated in accordance with Section 6.2 which, but for this Section, such Lender would otherwise be entitled to receive as part of such Loan. Subject to Section 6.6, upon the maturity date for such BA Equivalent Advance, the Canadian Borrower shall pay to each Non-Acceptance Lender an amount equal to the face amount at maturity of the Bankers’ Acceptances which, but for this Section, such Lender would otherwise be required to accept as part of such a Drawdown, Conversion or Rollover of Bankers’ Acceptances as repayment of the amount of its BA Equivalent Advance.

All references herein to “Loans” and “Bankers’ Acceptances” shall, unless otherwise expressly provided herein or unless the context otherwise requires, be deemed to include BA Equivalent Advances made by a Non-Acceptance Lender as part of a Drawdown, Conversion or Rollover of Bankers’ Acceptances.

6.12

Termination of Bankers’ Acceptances

If at any time a Syndicated Facility Lender or the Canadian Operating Facility Lender ceases to accept bankers’ acceptances in the ordinary course of its business, such Lender shall be deemed to be a Non-Acceptance Lender and shall make BA Equivalent Advances in lieu of accepting Bankers’ Acceptances under this Agreement.

ARTICLE 7 LETTERS OF CREDIT

7.1

Availability

Subject to the provisions hereof, a North American Borrower may require that Letters of Credit be issued under the Syndicated Facility in accordance with the Drawdown Notices and Rollover Notices of such North American Borrower; provided that the aggregate Outstanding Principal represented by all outstanding Letters of Credit under the Syndicated Facility shall not exceed [redacted – dollar amount]. The issuance of Letters of Credit shall constitute Drawdowns or Rollovers (as applicable) hereunder and shall reduce the availability of the Syndicated Facility by the aggregate Outstanding Principal of Letters of Credit under such Credit Facility.

7.2

Currency, Type, Form and Expiry

Letters of Credit issued pursuant hereto shall be denominated in Canadian Dollars, United States Dollars, Australian Dollars, Euros and Pounds Sterling and each other currency agreed to by the Lenders (in which case, the Lenders and the applicable North American Borrower shall, acting reasonably, agree upon the mechanics for completing Drawdowns and Rollovers of Letters of Credit in such other currency and the repayment mechanisms in connection therewith) and amounts payable thereunder shall be paid in the currency in which the Letter of Credit is denominated (or, to the extent provided for in such Letter of Credit, the Equivalent Amount in Canadian Dollars or United States Dollars). A Letter of Credit issued hereunder shall, at the option of the applicable North American Borrower (as specified in the relevant Drawdown Notice or Rollover Notice), be issued (a) as a Fronted LC by the Fronting Lender specified in the relevant Drawdown Notice or Rollover Notice or (b) by the Agent on behalf of the Syndicated Facility Lenders (each as to their Rateable Portion thereof) as a POA LC; provided that a POA LC may only be denominated in Canadian Dollars and issued only to a beneficiary located in Canada. Letters of Credit shall be in a form satisfactory to the Fronting Lender or the Agent (as applicable), acting reasonably, and shall have an expiration not later than the fifth Banking Day prior to the then current Syndicated Facility Maturity Date. On the Syndicated Facility Maturity Date, the applicable North American Borrower shall provide or cause to be provided to the Agent cash collateral or letters of credit (or any combination thereof) in accordance with the provisions of Section 2.17(2) in an amount equal to or greater than the aggregate undrawn amount of all unexpired Letters of Credit outstanding under the Syndicated Facility; such cash collateral and letters of credit shall be held by the Agent and be applied in accordance with Section 2.17(2) in satisfaction of and security for the Obligations of the applicable North American Borrower for such unexpired Letters of Credit.

No Fronting Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or request that such Issuing Lender refrain from, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Fronting Lender shall prohibit, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Effective Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Effective Date and that such Issuing Lender in good faith deems material to it, (B) the conditions set forth in Section 3.1 are not satisfied, (C) the issuance of such Letter of Credit would violate one or more policies of such Fronting Lender applicable to letters of credit generally, (D) the proceeds of which would be made available to any Person (x) to fund any activity or business of or with any Sanctioned Person or (y) in any manner that would result in a violation of any Sanctions Regulations or Lender Sanctions Regulations applicable to it by any party to this Agreement or (E) any Lender is at that time a Defaulting Lender, unless such Fronting Lender has entered into arrangements, including the delivery of cash collateral, satisfactory to such Fronting Lender (in its sole discretion) with the applicable North American Borrower or such Lender to eliminate such Fronting Lender’s actual or potential fronting exposure with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other amounts as to which such Issuing Lender has actual or potential fronting exposure, as it may elect in its sole discretion. A Fronting Lender shall be under no obligation to amend any Letter of Credit if (x) such Fronting Lender would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (y) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.

7.3

No Conversion

Except

as provided in Section 7.7, no Borrower may effect a Conversion of a Letter of Credit.

7.4

POA LC Provisions

(1)

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

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

(a)

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

(b)

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

(c)

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

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

(3)

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

(a)

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

(b)

deliver to each such Syndicated Facility Lender a copy of each document purporting to represent a demand for payment under such POA LC; and

(c)

notify each Syndicated Facility Lender and the Canadian Borrower whether such demand for payment was properly made under such POA LC.

With respect to any drawing determined by the Agent to have been properly made under a POA LC, each Syndicated Facility Lender will make a payment under such POA LC in accordance with its liability under such POA LC and this Agreement, such payment to be made to the relevant Agent’s Account or such other account of the Agent as shall have been most recently designated by it for such purpose by notice to the Syndicated Facility Lenders. The Agent will make any such payment available to the beneficiary of such POA LC by promptly crediting the amounts so received, in like funds, to the account identified by such beneficiary in connection with such demand for payment. Promptly following any payment by any Syndicated Facility Lender in respect of any POA LC, the Agent will notify the Canadian Borrower of such payment; provided that any failure to give or delay in giving such notice shall not relieve the Canadian Borrower of its obligation to reimburse the Syndicated Facility Lenders with respect to any such payment it being understood however that the Canadian Borrower shall not be deemed to be in default of its payment obligations hereunder with respect to such POA LC where such notice was not given to the Canadian Borrower. The responsibility of the Agent and the Syndicated Facility Lenders in connection with any Draft

presented for payment under any POA LC shall, in addition to any payment obligation expressly provided for in such POA LC, be limited to determining that the documents (including each Draft) delivered under such Letter of Credit in connection with such presentment are in conformity with such POA LC. The Agent shall not be required to make any payment under a POA LC in excess of the amount received by it from the Syndicated Facility Lenders for such payment.

(4)

Notwithstanding any other provision of this Agreement, any Syndicated Facility Lender may agree to act as a fronting lender (the “POA Fronting Lender”) for any other Syndicated Facility Lender, including, without limitation, any Non-LC Lender (the “POA Fronted Lender”) in respect of the POA Fronted Lender’s Rateable Portion of any POA LC provided that (A) such fronting arrangement shall not become effective until after notice thereof is given to the Agent and the Canadian Borrower by both the POA Fronting Lender and the POA Fronted Lender, (B) the POA Fronting Lender must be approved by the Canadian Borrower (such approval not to be unreasonably withheld) unless the POA Fronting Lender is a Fronting Lender, (C) for certainty, no fronting fee shall be payable by the Canadian Borrower in respect of the fronted portion of such POA LC, (D) the fronted portion of such POA LC will be excluded from the Obligations owing to the POA Fronting Lender and will be included in the Obligations owing to the POA Fronted Lender and (E) for certainty, and without limiting the POA Fronting Lender’s recourse against the Canadian Borrower, the POA Fronting Lender shall have no recourse against any Syndicated Facility Lender (other than the POA Fronted Lender) in respect of the fronted portion of such POA LC. The terms of any such fronting arrangement may be documented by way of a separate letter agreement between the POA Fronting Lender and the POA Fronted Lender and, for certainty, the financial terms of these fronting arrangements do not need to be disclosed to the Canadian Borrower, the Agent or any of the other Syndicated Facility Lenders. For certainty, Non-LC Lenders may, but shall not be obligated to, enter into any such fronting arrangements with a POA Fronting Lender and in the event any Non- LC Lender fails to enter into any such fronting arrangements, the Canadian Borrower shall not request the issuance of or be entitled to have the Syndicated Facility Lenders issue any POA LC hereunder (except with the prior written consent of each Non-LC Lender as at the date of any such issuance).

7.5

Fronted LC Provisions

(1)

Each Fronting Lender will exercise and give the same care and attention to each Fronted LC issued by it hereunder as it gives to its other letters of credit and similar obligations, and each Fronting Lender’s sole liability to each Syndicated Facility Lender shall be to promptly return to the Agent for the account of the Syndicated Facility Lenders, each Syndicated Facility Lender’s Rateable Portion of any payments made to such Fronting Lender by the applicable North American Borrower hereunder (other than the fees and amounts payable to such Fronting Lender for its own account) if the applicable North American Borrower has made a payment to such Fronting Lender hereunder. Each Syndicated Facility Lender agrees that, in paying any drawing under a Fronted LC, a Fronting Lender shall not have any responsibility to obtain any document (other than as expressly required by such Fronted LC) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any person delivering any such document. Neither a Fronting Lender nor any of its representatives, officers, employees or agents shall be liable to any Syndicated Facility Lender for:

(a)

any action taken or omitted to be taken in connection herewith at the request or with the approval of the Syndicated Facility Lenders;

(b)

any action taken or omitted to be taken in connection with any Fronted LC in the absence of gross negligence or wilful misconduct as determined by a final non-appealable judgement of a court of competent jurisdiction; or

(c)

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

No Fronting Lender shall incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, facsimile or electronic means) believed by it to be genuine or to be signed by the proper person or persons.

(2)

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

(a)

notify the Agent and the applicable North American Borrower by telephone (confirmed in writing) of such demand for payment;

(b)

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

(c)

notify the Agent and the applicable North American Borrower whether such demand for payment was properly made under such Fronted LC.

7.6

Records

(1)

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

(a)

the dates of issuance and expiration thereof;

(b)

the amount thereof; and

(c)

the date and amount of all payments made thereunder.

The Agent and, if applicable, the applicable Fronting Lender, shall make copies of such records available to the applicable North American Borrower or any Syndicated Facility Lender upon its request.

7.7

Reimbursement or Conversion on Presentation;

On presentation of a Letter of Credit and payment thereunder by the Syndicated Facility Lenders, in the case of a POA LC, or by the applicable Fronting Lender, in the case of a Fronted LC, the applicable North American Borrower shall forthwith pay to and reimburse the Agent for the account of the Syndicated Facility Lenders or the relevant Fronting Lender (as applicable) for all amounts paid pursuant to such Letter of Credit; failing such payment, such Borrower shall be deemed to have effected a Conversion of such Letter of Credit into: (a) a Canadian Prime Rate Loan, in the case of a Letter of Credit denominated or payable in Canadian Dollars, (b) a U.S. Base Rate Loan, in the case of a Letter of Credit denominated or payable in United States Dollars, and (c) a U.S. Base Rate Loan (at the Equivalent Amount), in the case of a Letter of Credit denominated in Pounds Sterling, Euros, Australian Dollars or any other currency not otherwise provided for in this Section 7.7, in each case, under the Syndicated Facility and to the extent of the payment by the Syndicated

Facility Lenders or the relevant Fronting Lender (as applicable) thereunder. The receipt by the Agent in accordance with this Section 7.7 of any payment made by the applicable North American Borrower for the account of any of the Syndicated Facility Lenders or any Fronting Lender shall, insofar as the such Borrower’s obligations to the relevant Lenders are concerned, be deemed also to be receipt by such Lenders and such Borrower shall have no liability in respect of any failure or delay on the part of the Agent in disbursing and/or accounting to the relevant Lenders in regard thereto.

7.8

Fronting Lender Indemnity

(1)

If a Fronting Lender makes payment under any Fronted LC and the applicable North American Borrower does not fully reimburse such Fronting Lender on or before the date of payment, then Section 7.7 shall apply to deem a Loan to be outstanding to the applicable North American Borrower under this Agreement in the manner herein set out. Each Syndicated Facility Lender shall, on request by the such Fronting Lender, immediately pay to such Fronting Lender an amount equal to such Syndicated Facility Lender’s Rateable Portion of the amount paid by such Fronting Lender such that each Syndicated Facility Lender is participating in the deemed Loan in accordance with its Rateable Portion and, for certainty, regardless of whether any Default or Event of Default is then outstanding or whether any other condition to the making of a Loan has been satisfied or not.

(2)

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

(3)

For certainty, the obligations in this Section 7.8 shall continue as obligations of those Syndicated Facility Lenders who were Lenders at the time when each such Letter of Credit was issued notwithstanding that such Syndicated Facility Lender may assign its rights and obligations hereunder, unless each relevant Fronting Lender specifically releases such Syndicated Facility Lender from such obligations in writing.

7.9

Fees and Expenses

(1)

Each North American Borrower shall pay to the Agent for the account of all Syndicated Facility Lenders in respect of Letters of Credit issued hereunder, an issuance fee quarterly in arrears (on the fifth Banking Day of January, April, July and October in each year, on the date of cancellation of the Syndicated Facility and on the Syndicated Facility Maturity Date) calculated at a rate per annum equal to the Applicable Pricing Rate and on the outstanding undrawn amount of each such Letter of Credit issued on behalf of such North American Borrower for the number of days which such Letter of Credit will be outstanding in the year of 365 days in which the Letter of Credit is issued. For the purposes of determining such issuance fees, the outstanding undrawn amount of each Letter of Credit shall be expressed in the applicable currency of such Letter of Credit; provided that the outstanding undrawn amount of each Letter of Credit that is issued in a currency other than Canadian Dollars or United States Dollars shall be expressed in the Equivalent Amount of United States Dollars measured at the time of determination). Such issuance fees for Letters of Credit shall be payable in Canadian Dollars for each Letter of Credit denominated in Canadian Dollars and in United States Dollars for each Letter of Credit denominated in a currency other than Canadian Dollars.

(2)

Each North American Borrower shall pay to the relevant Fronting Lender, as consideration for the issuance by such Fronting Lender of any Fronted LC, a fronting fee quarterly in arrears on the first day of January, April, July and October in each year and at such rate as may be agreed to in writing from time to time by the North American Borrowers and each Fronting Lender, as applicable.

(3)

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

7.10

Additional Provisions

(1)	Indemnity and No Lender Liability

Each North American Borrower shall indemnify and save harmless the Syndicated Facility Lenders, each Fronting Lender and the Agent against all claims, losses, costs, expenses or damages to the Syndicated Facility Lenders, the Fronting Lenders and the Agent arising out of or in connection with any Letter of Credit, the issuance thereof, any payment thereunder or any action taken by the Syndicated Facility Lenders, a Fronting Lender or the Agent or any other person in connection therewith in accordance with the terms of this Agreement including all reasonable properly documented costs relating to any legal process or proceeding instituted by any party restraining or seeking to restrain the issuer of a Letter of Credit or the Agent from accepting or paying any Draft or any amount under any such Letter of Credit, except as a result of the Agent’s, Syndicated Facility Lenders’ or a Fronting Lender’s (as applicable) gross negligence, wilful misconduct or material breach of this Agreement as determined by a final non-appealable judgement of a court of competent jurisdiction. Each North American Borrower also agrees that the Syndicated Facility Lenders, the Fronting Lenders and the Agent shall have no liability to it for any reason in respect of or in connection with any Letter of Credit, the issuance thereof, any payment thereunder or any other action taken by the Syndicated Facility Lenders, the Fronting Lenders or the Agent or any other person in connection therewith, except as a result of the Agent’s, Syndicated Facility Lenders’ or a Fronting Lender’s (as applicable) gross negligence, wilful misconduct or material breach of this Agreement as determined by a final non-appealable judgement of a court of competent jurisdiction.

(2)	No Obligation to Inquire

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

The Fronting Lenders, the Agent and the Syndicated Facility Lenders shall not have any responsibility or liability for or any duty to inquire into the form (other than to the extent provided in the preceding paragraph), sufficiency (other than to the extent provided in the preceding paragraph), authorization, execution, signature, endorsement, correctness (other than to the extent provided in the preceding paragraph), genuineness or legal effect of any Draft, certificate or other document presented to it pursuant to a Letter of Credit and the each North American Borrower unconditionally assumes all risks with respect to the same. Each North American 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. Each North American Borrower further agrees that neither the Agent nor any Syndicated Facility Lender, including any Fronting Lender, nor any of their respective officers, directors or correspondents will assume liability for, or be responsible for:

(a)

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

(b)

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

(c)

any failure to note the amount of any Draft on any Letter of Credit or on any related document or instrument; any failure of the beneficiary of any Letter of Credit to meet the obligations of such beneficiary to the applicable North American Borrower or any other person;

(d)

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

(e)

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

(f)

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

(3)	Obligations Unconditional

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

(4)	Other Actions

Any action, inaction or omission taken or suffered by a Fronting Lender, the Agent or any Syndicated Facility Lender or by any of their respective correspondents under or in connection with a Letter of Credit or any Draft made thereunder, if in good faith and in conformity with foreign or domestic laws, regulation or customs applicable thereto shall be binding upon the applicable North American Borrower and shall not place the relevant Fronting Lender, the Agent, any Syndicated Facility Lender or any of their respective correspondents under any resulting liability to any North American Borrower. Without limiting the generality of the foregoing, a Fronting Lender, the Agent, any Syndicated Facility Lender and their respective correspondents may receive, accept or pay as complying with the terms of a Letter of Credit, any Draft thereunder, otherwise in order which may

be signed by, or issued to, the administrator or any executor of, or the trustee in bankruptcy of, or the receiver for any property of, or any person or entity acting as a representative or in the place of, such beneficiary or its successors and assigns. Each North American Borrower covenants that it will not take any steps, issue any instructions to a Fronting Lender, the Agent, any Syndicated Facility Lender or any of their respective correspondents or institute any proceedings intended to derogate from the right or ability of a Fronting Lender, the Agent, any Syndicated Facility Lender or their respective correspondents to honour and pay any Letter of Credit or any Drafts.

(5)	Payment of Contingent Liabilities

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

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

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

(a)

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

(b)

the earlier of:

(i)

the date on which either the original counterpart of such Letter of Credit is returned to the relevant Fronting Lender or Agent, as the case may be, for cancellation or such Fronting Lender or Syndicated Facility Lenders, as the case may be, is or are released by the beneficiary thereof from any other obligation in respect of such Letter of Credit; and

(ii)

the expiry of such Letter of Credit; and

(c)

if an Event of Default has occurred and is continuing, the payment and satisfaction of all Obligations and the cancellation or termination of the Credit Facilities other than the provisions of this Agreement (and the obligations related hereto) which by their terms survive the termination and cancellation of the Credit Facilities.

(6)	No Consequential Damages

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

(7)	Uniform Customs and Practice

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

7.11

Certain Notices to the Agent with Respect to Letters of Credit

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

(2)

For certainty, all Rollover Notices requesting a Rollover of a Letter of Credit shall be delivered to the Agent (rather than directly to a Fronting Lender) and, in addition to the other provisions hereof applicable to such a Rollover, no Rollover of a Letter of Credit shall be made unless a Rollover Notice is given to the Agent in accordance with Section 2.7(1)(d).

7.12

Existing Letters of Credit

Each of the letters of credit listed in Schedule P shall be deemed to be outstanding as a Letter of Credit, Australian Letter of Credit, or Canadian Letter of Credit (as the case may be) hereunder and the obligations of the applicant thereunder shall be assumed by the applicable Borrower and such letter of credit shall be deemed to have been issued under the applicable Credit Facility by the applicable Fronting Lender or Operating Facility Lender, as the case may be, for the account of the applicable Borrower, in each case as further described in Schedule P. At the request of the applicable Fronting Lender or Operating Lender, the applicable Borrower and such Fronting Lender or Operating Lender shall execute all such amendments to such letters of credit and/or their applications as may be required to give effect to the foregoing.

7.13

Transfers to EDC LC Facility

A Borrower may, with the written consent of the applicable Fronting Lender or Operating Facility Lender, transfer any Letter of Credit, Australian Letter of Credit or Canadian Letter of Credit for which such Borrower is the applicant from the applicable Revolving Facility to the EDC-Backed LC Facility. The Canadian Borrower shall promptly provide the Agent with a copy of such transfer and thereafter such Letter of Credit, Australian Letter of Credit or Canadian Letter of Credit, as applicable, shall cease to be outstanding hereunder as a Letter of Credit, Australian Letter of Credit or Canadian Letter of Credit, as applicable.

ARTICLE 8

PLACE AND APPLICATION OF PAYMENTS

8.1

Place of Payment of Principal, Interest and Fees; Payments to Agent, Canadian Operating Facility Lender and Australian Operating Facility Lender

All payments of principal, interest, fees and other amounts to be made by the applicable Borrower to the Agent, the Canadian Operating Facility Lender, the Australian Operating Facility Lender and the Lenders pursuant to this Agreement shall be made to the Agent (for, as applicable, the account of the relevant Lenders or its own account), the Canadian Operating Facility Lender or the Australian Operating Facility Lender, as applicable, in the currency in which the Loan is outstanding for value on the day such amount is due, and if such day is not a Banking Day on the Banking Day next following, by deposit or transfer thereof to the applicable Agent’s Accounts or applicable account of the Australian Operating Facility Lender or Canadian Operating Facility Lender, as applicable, or at such other place as the applicable Borrower and the Agent, the Canadian Borrower and the Canadian Operating Facility Lender or the Australian Borrower and the Australian Operating Facility Lender, as applicable, may from time to time agree. Notwithstanding anything to the contrary expressed or implied in this Agreement, the receipt by the Agent in accordance with this Agreement of any payment made by the applicable Borrower for the account of any of the Lenders shall, insofar as the applicable Borrower’s obligations to the Lenders are concerned, be deemed also to be receipt by such Lenders and the applicable Borrower shall have no liability in respect of any failure or delay on the part of the Agent in disbursing and/or accounting to the relevant Lenders in regard thereto.

8.2

Designated Accounts of the Lenders

All payments of principal, interest, fees or other amounts to be made by the Agent to the applicable Lenders pursuant to this Agreement shall be made for value on the day required hereunder, provided the Agent receives funds from the applicable Borrower for value on such day, and if such funds are not so received from such Borrower or if such day is not a Banking Day, on the Banking Day next following, by deposit or transfer thereof at the time specified herein to the account of each applicable Lender designated by such Lender to the Agent for such purpose or to such other place or account as the applicable Lenders may from time to time notify the Agent.

8.3

Funds

Each amount advanced, disbursed or paid hereunder shall be advanced, disbursed or paid, as the case may be, in such form of funds as may from time to time be customarily used in Calgary, Alberta, Toronto, Ontario, New York, New York and, if applicable, Perth, Australia in the settlement of banking transactions similar to the banking transactions required to give effect to the provisions of this Agreement on the day such advance, disbursement or payment is to be made.

8.4

Application of Payments

(1)	Except as otherwise agreed in writing by the Lenders, if any Event of Default shall occur and be continuing, all payments made by either of the Borrowers to the Agent and the Lenders shall be applied in the following order:

(a)

to amounts due hereunder as fees other than acceptance fees for Bankers’ Acceptances or issuance fees for Letters of Credit, Canadian Letters of Credit and Australian Letters of Credit;

(b)

to amounts due hereunder as costs and expenses;

(c)

to amounts due hereunder as default interest;

(d)

to amounts due hereunder as interest or acceptance fees for Bankers’ Acceptances or issuance fees for Letters of Credit, Canadian Letters of Credit and Australian Letters of Credit; and

(e)

to amounts due hereunder as principal (including reimbursement obligations in respect of Bankers’ Acceptances and Letters of Credit, Canadian Letters of Credit and Australian Letters of Credit) and any other Secured Obligations not specifically referred to above.

8.5

Payments Clear of Taxes

(1)

Any and all payments by each of the Borrowers to the Agent or the Lenders hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present or future Taxes and all liabilities with respect thereto imposed, levied, collected, withheld or assessed by any Governmental Authority or under the laws of any international tax authority imposed on the Agent or the Lenders, or by or on behalf of the foregoing; provided that, nothing in this Section 8.5(1) shall make a Borrower liable for or require it to pay an additional amount in respect of any of the following (collectively, “Excluded Taxes”):

(a)

any Taxes imposed on or measured by the recipient’s overall net income or capital or franchise taxes;

(b)

any U.S. federal withholding tax imposed by FATCA;

(c)

any Canadian Taxes imposed on a payment by or on account of any obligation of such Borrower hereunder (a) to a person with which such Borrower does not deal at arm’s length (for the purposes of the Income Tax Act (Canada)) at the time of making such payment or

(b)

in respect of a debt or other obligation to pay an amount to a person with whom such Borrower is not dealing at arm’s length (for the purposes of the Income Tax Act (Canada)) at the time of such payment, or any Canadian taxes imposed on Lender by reason of such Lender being a “specified shareholder” of such Borrower, or not dealing at arm’s length with a “specified shareholder” of such Borrower (in each case, as defined in subsection 18(5) of the Income Tax Act (Canada));

(d)

any Taxes to the extent to which the payment of which is required pursuant to a direction or notice under section 255 of the Australian Tax Act or section 260-5 of Schedule 1 to the Tax Act or under other similar legislation (as applicable) requiring a Borrower (or any persons on their behalf) to deduct from sums payable by it to a person under this Agreement an amount on account of any Taxes or other charges payable by the payee;

(e)

a Tax imposed as a result of a failure of a Lender to provide details of its Australian Business Number, Australian Tax File Number or proof of other applicable exemption from relevant Taxes; and

(f)

a Tax imposed as a result of a failure of a Lender to comply with Section 8.5(5).

In addition, each of the Borrowers agrees to pay any present or future stamp, transfer, registration, excise, issues, documentary or other taxes, charges or similar levies which arise from any payment made under this Agreement or the Loans or in respect of the execution, delivery or registration or the compliance with this Agreement or the other Documents contemplated hereunder other than Taxes imposed on or measured by the recipient’s overall net income or capital or franchise Taxes or any U.S. federal withholding tax imposed by FATCA.

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(2)

Each of the Borrowers shall indemnify and hold harmless the Agent and the Lenders for the full amount of all of the Taxes referred to in Section 8.5(1) or other amounts paid or payable by the Agent or the Lenders and any liability (including penalties, interest, additions to tax and reasonable properly documented out-of-pocket expenses) resulting therefrom or with respect thereto which arise from any payment made under or pursuant to this Agreement or the Loans or in respect of the execution, delivery or registration of, or compliance with, this Agreement or the other Documents other than Excluded Taxes.

(3)

If any of the Borrowers shall be required by law to deduct or withhold any amount from any payment or other amount required to be paid to the Agent or the Lenders hereunder, or if any liability therefor shall be imposed or shall arise from or in respect of any sum payable hereunder, then the sum payable to the Agent or the Lenders hereunder shall be increased as may be necessary so that after making all required deductions, withholdings, and additional income tax payments attributable thereto (including deductions, withholdings or income tax payable for additional sums payable under this provision) the Agent or the Lenders, as the case may be, receive an amount equal to the amount they would have received had no such deductions or withholdings been made or if such additional taxes had not been imposed; in addition, the applicable Borrower shall pay the full amount deducted or withheld for such liabilities to the relevant taxation authority or other authority in accordance with applicable law, such payment to be made (if the liability is imposed on such Borrower) for its own account or (if the liability is imposed on the Agent or the Lenders) on behalf of and in the name of the Agent or the Lenders, as the case may be; provided that, nothing in this Section 8.5(3) shall make a Borrower liable for or require it to pay any additional amount in respect of Excluded Taxes. If the liability is imposed on the Agent or the Lenders, the applicable Borrower shall deliver to the Agent or the Lenders, as applicable, evidence satisfactory to the Agent or the Lenders, acting reasonably, of the payment to the relevant taxation authority or other authority of the full amount deducted or withheld.

(4)

Each Lender shall use reasonable efforts to contest (to the extent contestation is reasonable) such imposition or assertion of such Taxes and shall reimburse to the applicable Borrower the amount of any reduction of Taxes, to the extent of amounts that have been paid by such Borrower in respect of such Taxes in accordance with this Agreement, as a result of such contestation and each Lender shall use reasonable efforts to obtain tax refunds, exemptions and/or credits in respect of any such Taxes in respect of which such Borrower is required to indemnify or pay any additional amounts and shall reimburse such Borrower in respect of the amounts paid by it with such amount of the refund, credit, relief or exemption as will leave the Lender (after such reimbursement) in no more and no less favourable position than it would have been in had there been no such withholding taxes, provided that, no Lender shall have any obligation to expend its own funds, suffer any economic hardship or take any action detrimental to its interests (as determined by the relevant Lender in its sole discretion, acting reasonably) in connection therewith unless it shall have received from such Borrower payment therefor or an indemnity with respect thereto, satisfactory to it.

(5)

Any Lender that is entitled to an exemption from, or reduction of, withholding tax under the law of the jurisdiction in which a Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder, shall, at the request of a Borrower in writing, deliver to such Borrower (with a copy to the Agent) such properly completed and executed documentation or information prescribed by Applicable Law or reasonably requested by such Borrower as will permit such payments to be made without withholding or at a reduced rate of withholding unless such Lender is prohibited from doing so by Applicable Law or the completion, execution or submission of such documentation or information would otherwise prejudice the legal or commercial position of such Lender (as determined by such Lender, acting reasonably). In addition, (a) if requested by a Borrower or the Agent in writing, any Lender shall deliver such other documentation or information prescribed by Applicable Law or reasonably requested by such Borrower or the Agent as will enable such Borrower or the Agent to determine whether or not such Lender is subject to withholding or information reporting requirements, and (b) in the event such other documentation or information provided hereunder ceases to be accurate in any material respect, such Lender shall notify such Borrower (with a copy of the Agent) of such circumstance, and provide updated documentation or information to such Borrower (with a copy to the Agent), unless, in the case of either (a) or (b) above, such Lender is prohibited from doing so by Applicable Law or the completion, execution or submission of such documentation or information would otherwise prejudice the legal or commercial position of such Lender (as determined by such Lender, acting reasonably).

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(6)

If a payment made to a Lender under any Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrowers and the Agent at the time or times prescribed by law and at such time or times requested by a 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 requested by a Borrower or the Agent as may be necessary for the Borrowers and the Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Each Lender shall promptly advise the Canadian Borrower and the Agent when it becomes aware of any non-compliance.

8.6

Set-Off

(1)

In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of an Event of Default which is continuing (whether or not the Loans have been accelerated hereunder), the Agent and each Lender shall have the right (and are hereby authorized by the Borrowers) at any time and from time to time to combine all or any of each Borrower’s accounts with the Agent or the Lender, as the case may be, and to set off and to appropriate and to apply any and all deposits (general or special, term or demand) including, but not limited to, indebtedness evidenced by certificates of deposit whether matured or unmatured, and any other indebtedness at any time held by such Borrower or owing by such Lender or the Agent, as the case may be, to or for the credit or account of such Borrower against and towards the satisfaction of any Obligations owing by such Borrower, and may do so notwithstanding that the balances of such accounts and the liabilities are expressed in different currencies, and the Agent and each Lender are hereby authorized to effect any necessary currency conversions at the 4:30 p.m. (Toronto time) spot rate of exchange announced by the Bank of Canada on the Banking Day before the day of conversion.

(2)

The Agent or the applicable Lender, as the case may be, shall notify the applicable Borrower of any such set-off from such Borrower’s accounts within a reasonable period of time thereafter, although the Agent or the Lender, as the case may be, shall not be liable to any Borrower for its failure to so notify.

ARTICLE 9

REPRESENTATIONS AND WARRANTIES

9.1

Representations and Warranties

(1)	On the Effective Date, and thereafter in accordance with Section 9.1(1)(v), the Canadian Borrower represents and warrants as follows to the Agent and to each of the Lenders and acknowledges and confirms that the Agent and each of the Lenders is relying upon such representations and warranties:

(a)

Existence and Good Standing

Each Borrower and Restricted Subsidiary is a corporation or exempted company validly existing and in good standing under the laws of its jurisdiction of organization, incorporation or formation (to the extent the concept of “good standing” is applicable in the relevant jurisdiction) or is a limited liability company, partnership, trust or other form of business organization validly existing under the laws of its jurisdiction of organization, incorporation or formation; each is duly registered in all other jurisdictions where the nature of its property

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or character of its business requires registration, except for jurisdictions where the failure to be so registered or qualified would not reasonably be expected to have a Material Adverse Effect, and has all necessary power and authority to own its properties and carry on its business as presently carried on or as contemplated by the Documents.

(b)

Authority

Each Loan Party has full power, legal right and authority to enter into the Documents to which it is a party and do all such acts and things as are required by such Documents to be done, observed or performed, in accordance with the terms thereof.

(c)

Valid Authorization and Execution

Each Loan Party has taken all necessary corporate, partnership, trust and other action (as applicable) of its directors, shareholders, members, managers, partners, trustees and other persons (as applicable) to authorize the execution, delivery and performance of the Documents to which it is a party and to observe and perform the provisions thereof in accordance with the terms therein contained.

(d)

Validity of Agreement – Non-Conflict; Enforceability

(i)

None of the authorization, execution or delivery of this Agreement or the other Documents or performance of any obligation pursuant hereto or thereto requires or will require, pursuant to Applicable Law now in effect, any approval or consent of any Governmental Authority having jurisdiction (except such as has already been obtained and are in full force and effect) nor is in conflict with or contravention (excluding contraventions under the Enerflex NPA which result from the Transactions) of (A) any Loan Party’s memorandum and articles of association, articles, by-laws or other constating or constitutional documents or any resolutions of directors or shareholders or the provisions of its partnership agreement or declaration of trust or trust indenture (as applicable), (B) Applicable Law, or (C) the provisions of any other indenture, instrument, undertaking or other agreement to which any Loan Party is a party or by which they or their properties or assets are bound, the contravention of which would have or would reasonably be expected to have a Material Adverse Effect.

(ii)

The Documents when executed and delivered will constitute valid and legally binding obligations of each Loan Party which is a party thereto enforceable against each such party in accordance with their respective terms, subject to applicable bankruptcy, concurso preventive, insolvency and other laws of general application limiting the enforceability of creditors’ rights and general equitable principles, including the principle that equitable remedies, such as specific performance and injunction, may be granted only in the discretion of the court.

(iii)

The Security when executed and delivered will create a valid Security Interest in the assets of the Secured Loan Party described therein in favour of the Collateral Agent (for the benefit of, among others, the Secured Parties) or the Agent (for the benefit of the Secured Parties), as applicable.

(e)

Ownership of Property

Each Borrower and Restricted Subsidiary has good and marketable title to its property, assets and undertaking, subject to Permitted Encumbrances and to minor defects of title which, individually and in the aggregate, do not materially affect their respective rights of ownership therein or the value thereof, except where the failure to have such good and marketable title would not reasonably be expected to have a Material Adverse Effect.

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The Canadian Borrower is not aware of any claim, event, occurrence or right granted to any other person, of any kind whatsoever, that has resulted in or would result in loss of all or any part of the interest of any Borrower or Restricted Subsidiary in any part of their respective property, other than a loss that would not have or would not reasonably be expected to have a Material Adverse Effect.

(f)

Debt

No Borrower or Restricted Subsidiary has outstanding or is liable for any Debt except for Permitted Debt.

(g)

Encumbrances

None of the property or assets of any Borrower or Restricted Subsidiary is subject to any Security Interest on or in respect of such property or assets except for Permitted Encumbrances.

(h)

No Omissions

Each Borrower and Restricted Subsidiary (or, to the extent that information has been provided by others, is to the best of its knowledge after having made such enquiry as it reasonably considers prudent) has made available to the Agent all material information necessary to make any representations, warranties and statements contained in this Agreement not misleading in any material respect in light of the circumstances in which they are given on the date such written information is supplied.

(i)

No Default

No Default or Event of Default has occurred or is continuing (excluding any Default or Event of Default arising as a result of a breach of or default under the Enerflex NPA that results from the Transactions).

(j)

Financial Condition

(i)

The audited and unaudited consolidated financial statements of the Canadian Borrower delivered to the Lenders and the Agent pursuant hereto present fairly, in all material respects, the consolidated financial condition of the Canadian Borrower as at the date thereof and the results of the consolidated operations thereof for the fiscal year or fiscal quarter (as applicable) then ending, all in accordance with generally accepted accounting principles consistently applied.

(ii)

Except as has been disclosed to the Agent and the Operating Facility Lenders by written notice in accordance with the provisions of this Agreement, no filing of a report of a material change as required to be filed by a Borrower or any Subsidiary (except a Project Finance SPV) with any securities commission or exchange or with any Governmental Authority having jurisdiction over the issuance and sale of securities of a Borrower or any Subsidiary (except a Project Finance SPV) has been made which material change has had or would reasonably be expected to have a Material Adverse Effect.

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(k)

Information Provided

(i)

All information, materials and documents, including all cash flow projections, economic models, capital and operating budgets and other information and data:

(A)

prepared and provided to the Agent by a Borrower or any Subsidiary in respect of the transactions contemplated by this Agreement, or as required by the terms of this Agreement, were in the case of financial projections, prepared in good faith based upon reasonable assumptions at the date of preparation and in all other cases, true, complete and correct in all material respects as of the respective dates thereof; and

(B)

prepared by persons other than a Borrower or a Subsidiary and provided to the Agent or the Lenders by the Canadian Borrower or any Subsidiary in respect of the transactions contemplated by this Agreement, or as required by the terms of this Agreement, were, to the best of the knowledge of the Canadian Borrower, in the case of financial projections, prepared in good faith based upon reasonable assumptions at the date of preparation and in all other cases, true, complete and correct in all material respects as of the respective dates thereof.

(ii)

The information included in the Beneficial Ownership Certification most recently delivered by the Canadian Borrower to each Lender that is a Covered Financial Institution is true and correct in all respects.

(l)

Absence of Litigation

There are no actions, suits or proceedings pending or, to the knowledge of the Canadian Borrower, threatened against or affecting any Borrower or Restricted Subsidiary, its property or any of its undertakings and assets, at law, in equity or before any arbitrator or before or by any Governmental Authority having jurisdiction in the premises in respect of which there is a reasonable likelihood of a determination adverse to any Borrower or Restricted Subsidiary and which, if determined adversely, would have or would reasonably be expected to have a Material Adverse Effect.

(m)

Compliance with Applicable Laws, Court Orders and Agreements

Each Borrower and Restricted Subsidiary and their respective property, businesses and operations are in compliance with all Applicable Laws (including, without limitation, all applicable Environmental Laws), all applicable directives, judgments, decrees, injunctions and orders rendered by any Governmental Authority or court of competent jurisdiction binding on it, its memorandum and articles of association, articles, by-laws and other constating or constitutional documents, all agreements or instruments to which it is a party or by which its property or assets are bound (with the exception of a breach or default under the Enerflex NPA that results from the Transactions), and any employee benefit plans, except to the extent that failure to so comply would not have or reasonably be expected to have a Material Adverse Effect.

(n)

Required Permits in Effect

All Required Permits for each Borrower and Restricted Subsidiary are in full force and effect, except to the extent that the failure to have or maintain the same in full force and effect would not, when taken in the aggregate, have or reasonably be expected to have a Material Adverse Effect.

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(o)

Remittances Up to Date

All of the material remittances required to be made by each Borrower and Restricted Subsidiary to Governmental Authorities have been made and are currently up to date and there are no outstanding arrears, other than where failure to make such remittances would not reasonably be expected to have a Material Adverse Effect.

(p)

Environmental

(i)

To the best of the knowledge and belief of the Canadian Borrower, after due inquiry, each Borrower and Restricted Subsidiary and their respective properties, assets and undertakings taken as a whole comply in all respects and the businesses, activities and operations of same and the use of such properties, assets and undertakings and the processes and undertakings performed thereon comply in all respects with all Environmental Laws except to the extent that failure to so comply would not have or reasonably be expected to have a Material Adverse Effect; further, the Canadian Borrower does not know, and has no reasonable grounds to know, of any facts which result in or constitute or are likely to give rise to non-compliance with any Environmental Laws, which facts or non-compliance would have or reasonably be expected to have a Material Adverse Effect.

(ii)

No Borrower nor Restricted Subsidiary has received written notice and, except as previously disclosed to the Agent in writing, the Canadian Borrower has no knowledge, after due inquiry, of any facts which would reasonably be expected to give rise to any notice of non-compliance with any Environmental Laws, which non- compliance has had or would reasonably be expected to have a Material Adverse Effect; and no Borrower nor Restricted Subsidiary has received any notice that it is a potentially responsible party for a federal, provincial, regional, municipal or local clean up or corrective action in connection with their respective properties, assets and undertakings where such clean up or corrective action has had or would reasonably be expected to have a Material Adverse Effect.

(q)

Taxes

Each Borrower and Restricted Subsidiary has duly filed on a timely basis all tax returns required to be filed and has paid all material Taxes which are due and payable, and has paid all material assessments and reassessments, and all other material Taxes, governmental charges, governmental royalties, penalties, interest and fines claimed against them, other than those which are being contested by them by Permitted Contest; each such person has made adequate provision for, and all required instalment payments have been made in respect of, Taxes payable for the current period for which returns are not yet required to be filed; there are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any tax return by any such person or the payment of any Taxes; there are no actions or proceedings being taken by any taxation authority in any jurisdictions where any Borrower or Restricted Subsidiary carries on business to enforce the payment of any Taxes by it other than those which are being contested by it by Permitted Contest.

(r)

Subsidiaries

As at the Effective Date, and as updated from time to time as required under this Agreement, Schedule K annexed hereto sets forth:

(i)

the full and complete legal name of each Borrower and Subsidiary of the Canadian Borrower;

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(ii)

the jurisdiction of incorporation, continuance or organization of each Borrower and Subsidiary of the Canadian Borrower;

(iii)

the designation of each Subsidiary of the Canadian Borrower as a Restricted Subsidiary (including whether it is a Secured Loan Party, an Unsecured Loan Party or a Restricted Subsidiary which is not a Loan Party), an Unrestricted Subsidiary or a Project Finance SPV;

(iv)

the registered office and chief executive office or chief place of business of each Secured Loan Party, to the extent applicable;

(v)

the jurisdictions where each Borrower and Restricted Subsidiary own property and assets with an aggregate fair market value in excess of U.S.$5,000,000; and

(vi)

the address and legal description of each piece of real property owned by a Loan Party which has a fair market value in excess of U.S.$2,000,000 (or the Equivalent Amount thereof in any other currency).

(s)

Intellectual Property

Each Borrower and Restricted Subsidiary has the legal right to use all Intellectual Property necessary for the operation and conduct of its respective business, affairs, operations and processes, except to the extent that the failure to have the same would not have or reasonably be expected to have a Material Adverse Effect and, to the best of their knowledge and belief, no person has asserted any claim or taken any step or proceedings to prohibit or limit the use of such Intellectual Property by any Borrower or Restricted Subsidiary, in respect of which claim, step or proceedings there is a reasonable likelihood of a determination adverse to a Borrower or Restricted Subsidiary and which, if determined adversely, would have or would reasonably be expected to have a Material Adverse Effect.

(t)

Insurance

Each Borrower and Restricted Subsidiary maintains, with financially sound and reputable insurers, insurance with respect to its respective properties and businesses and against such casualties and contingencies and in such types and amounts as are in accordance with customary business practices for corporations or exempted companies of the size and type of business and operations as each Borrower and each such Restricted Subsidiary.

(u)

Sanctions

(i)

Neither the Canadian Borrower nor any of its Subsidiaries is a Sanctioned Person nor, to its Knowledge, is otherwise a target of Sanctions Regulations.

(ii)

To its Knowledge, each of the Canadian Borrower and its Subsidiaries is in compliance with all Sanctions Regulations applicable to it.

(iii)

No part of the proceeds of any Drawdown will be used directly, or, to its Knowledge, indirectly, by the Canadian Borrower or any of its Subsidiaries (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any Anti-Corruption Laws or (B) to fund operations in, finance any investments or activities in, or make any payments to, (x) a Sanctioned Person in any manner that would result in any violation by the Canadian Borrower or any of its Subsidiaries of any applicable Sanctions Regulations or (y) a Lender Sanctioned Person in any manner that would result in any violation by the Agent or any Lender of any applicable Lender Sanctions Regulations.

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(v)

Investment Company Status

None of the Borrowers or the Restricted Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

(w)

ERISA

(i) No ERISA Event has occurred, and none of the Borrowers, the Restricted Subsidiaries nor any ERISA Affiliate is aware of any fact, event or circumstance that would reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan, (ii) each of the Borrowers and the Restricted Subsidiaries and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained, (iii) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher and none of the Borrowers, the Restricted Subsidiaries nor any ERISA Affiliate knows of any facts or circumstances that would reasonably be expected to cause the funding target attainment percentage for any such plan to drop below 60% as of the most recent valuation date, (iv) none of the Borrowers, the Restricted Subsidiaries nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid, (v) none of the Borrowers, the Restricted Subsidiaries nor any ERISA Affiliate has engaged in a transaction that would reasonably be expected to be subject to Section 4069 or Section 4212(c) of ERISA and (vi) no event or circumstance has occurred or exists that would reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan, in each case when taken together with all other such ERISA Events for which liability is reasonably expected to occur, would reasonably be expected to result in a Material Adverse Effect.

(x)

Compliance with Regulations T, U, and X

None of the Borrowers or the Restricted Subsidiaries is engaged principally in or has as one of its important activities the business of extending credit for the purpose of purchasing or carrying any “margin security” or “margin stock” as defined in Regulations T, U and X (12 C.F.R. Parts 221 and 224) of the Federal Reserve System (herein called “Margin Stock”). None of the Borrowers nor any of the Restricted Subsidiaries has taken or will take any action which would reasonably be expected to cause this Agreement to violate Regulation T, U or X, or any other regulation of the Federal Reserve System with respect to Margin Stock. Neither the making of the Loans nor the use of proceeds thereof will violate the provisions of Regulation T, U or X of the Federal Reserve System.

9.2

Deemed Repetition

(1)

On the date of delivery by a Borrower of a Drawdown Notice (other than in connection with the initial Drawdowns hereunder on the Effective Date) to the Agent or an Operating Facility Lender, and again on the date of any Drawdown (other than such initial Drawdowns) made by a Borrower pursuant thereto, except those representations and warranties which are stated to be made as at a specific date or which the applicable Borrower has notified the Agent or the applicable Operating Facility Lender in writing cannot be repeated for such Drawdown and in respect of which the applicable Lenders have waived in writing (with or without terms or conditions) the application of the condition precedent in Section 3.1(1)(b) for such Drawdown, each of the representations and warranties contained in Section 9.1 shall be deemed to be repeated.

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(2)

On the date of delivery by a Borrower of a Conversion Notice or Rollover Notice to the Agent or an Operating Facility Lender, as applicable, and again on the date of any Conversion or Rollover, the applicable Borrower shall be deemed to have represented and warranted to the Agent and the Lenders that, except as has otherwise been notified to the Agent or the applicable Operating Facility Lender, as applicable, in writing and has been waived in accordance herewith, no event has occurred and remains outstanding which would constitute a Default or an Event of Default nor will any such event occur as a result of the aforementioned Conversion or Rollover, as the case may be.

9.3

Other Documents

All representations, warranties and statements of any Borrower or Restricted Subsidiary contained in this Agreement, any other Document to which it is a party, or any certificate delivered hereunder by any Borrower or Restricted Subsidiary shall be deemed to constitute representations and warranties made by the Canadian Borrower to the Agent and the Lenders under Section 9.1 of this Agreement.

9.4

Effective Time of Repetition

All representations and warranties, when repeated or deemed to be repeated hereunder, shall be construed with reference to the facts and circumstances existing at the time of repetition, unless they are stated herein to be made as at the Effective Date or as at another date.

9.5

Nature of Representations and Warranties

The representations and warranties set out in this Agreement or deemed to be made pursuant hereto shall survive the execution and delivery of this Agreement and the making of each Drawdown, notwithstanding any investigations or examinations which may be made by the Agent, the Lenders or Lenders’ Counsel. Such representations and warranties shall survive until this Agreement has been terminated, provided that the representations and warranties relating to environmental matters shall survive the termination of this Agreement and the repayment of the Secured Obligations.

ARTICLE 10

GENERAL COVENANTS

10.1

Affirmative Covenants of the Canadian Borrower

(1)

So long as any Obligation is outstanding (other than those Obligations which by their terms survive the termination and cancellation of this Agreement and the Credit Facilities) or any Credit Facility is available hereunder, the Canadian Borrower covenants and agrees with each of the Lenders and the Agent that, unless (subject to Section 16.13) a Majority of the Lenders otherwise consent in writing:

(a)

Punctual Payment and Performance

It shall duly and punctually pay, and shall cause each other Borrower to duly and punctually pay, the principal of all Loans, all interest thereon and all fees and other amounts required to be paid by the Borrowers hereunder in the manner specified hereunder and the Canadian Borrower shall perform and observe all of its obligations under this Agreement and under any other Document to which it is a party and shall cause each of the other Loan Parties to perform and observe all of their respective obligations under any Documents to which it is a party.

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(b)

Books and Records

It shall, and shall cause each Restricted Subsidiary, to keep proper books of record and account in which complete and correct entries, in all material respects, will be made of its transactions in accordance with generally accepted accounting principles.

(c)

Maintenance and Operation

It shall do or cause to be done, and will cause each Restricted Subsidiary to do or cause to be done, all things necessary or required to have all its properties, assets and operations owned, operated and maintained in accordance with diligent and prudent industry practice and Applicable Laws except to the extent that the failure to do or cause to be done the same would not have and would not reasonably be expected to have a Material Adverse Effect.

(d)

Maintain Existence; Compliance with Legislation Generally; Required Permits

Except as otherwise permitted by Section 10.2(1)(c) and 10.2(1)(k), the Canadian Borrower shall, and shall cause each Restricted Subsidiary to, preserve and maintain its corporate, exempted company, partnership, trust or other existence (as the case may be) as a corporation, exempted company, partnership, trust, limited liability company or other form of business organization, as the case may be, existing under the laws of its applicable jurisdiction of organization. Each Borrower shall do or cause to be done, and shall cause each other Loan Party to do or cause to be done, all acts necessary or desirable to comply with all Applicable Laws, except (other than in the case of laws relating to corruption and bribery) where such failure to comply does not and would not reasonably be expected to have a Material Adverse Effect, and to preserve and keep in full force and effect all Required Permits and all other franchises, licences, rights, privileges, permits and Governmental Authorizations necessary to enable the Borrowers and each of the Restricted Subsidiaries to operate and conduct their respective businesses in accordance with prudent industry practice, except to the extent that the failure to have any of the same does not and would not reasonably be expected to have a Material Adverse Effect.

(e)

Financial Statements and Other Information

The Canadian Borrower shall deliver to the Agent with sufficient copies for each of the Lenders:

(i)

Financial Forecasts – as soon as available and, in any event, within 90 days after the end of each of its fiscal years, copies of its financial forecasts for the next fiscal year including pro forma consolidated financial statements for the Canadian Borrower prepared on a quarterly basis for such period (including a pro forma balance sheet, pro forma statement of income and pro forma statement of cash flows) and a pro forma calculation of the financial covenants contained in Section 10.3;

(ii)

Annual Financials – as soon as available and, in any event, within 90 days after the end of each of its fiscal years, copies of the Canadian Borrower’s audited annual financial statements on a consolidated basis consisting of a balance sheet, statement of income, statement of cash flows and statement of shareholders’ equity for each such year, together with the notes thereto in the case of the audited annual financial statements, all prepared in accordance with generally accepted accounting principles consistently applied, together with a report and an audit opinion of the Canadian Borrower’s auditors thereon in the case of audited annual financial statements of the Canadian Borrower;

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(iii)

Quarterly Financials – as soon as available and, in any event within 60 days after the end of each of its first, second and third fiscal quarters, copies of each of the Canadian Borrower’s unaudited quarterly financial statements on a consolidated basis, in each case consisting of a balance sheet, statement of income, statement of cash flows and statement of shareholders’ equity for each such period all in reasonable detail and stating in comparative form the figures for the corresponding date and period in the previous fiscal year, all prepared in accordance with generally accepted accounting principles consistently applied, subject to customary year end adjustments;

(iv)

Compliance Certificate – concurrently with furnishing the financial statements pursuant to Sections 10.1(1)(e)(ii) and (iii), a Compliance Certificate signed by any one of the president, chief financial officer, vice president finance or treasurer of the Canadian Borrower and stating that, inter alia, the representations and warranties in Section 9.1 are true and accurate in all respects (or, if applicable, specifying those that are not) (unless stated to be made as at the Effective Date or another date, in which case such representations and warranties shall be true and correct as of the date made), that no Default or Event of Default has occurred and is continuing (or, if applicable, specifying those defaults or events notified in accordance with Section 10.1(1)(h) below), demonstrating compliance with the financial covenants contained in Section 10.3 and providing an updated Schedule K;

(v)

Financial Instruments – To the extent the Canadian Borrower ceases to include, in the notes to its financial statements referenced above, a table (and related information) reporting on Financial Instruments, the Canadian Borrower shall provide a table (and related information), in substantially the same form as previously included in its financial statements, to the Agent concurrently with furnishing the financial statements pursuant to Sections 10.1(1)(e)(ii) and (iii); and

(vi)

Other – such other information, reports, certificates, projections of income and cash flow or other matters affecting the business, affairs, financial condition, property or assets of the Canadian Borrower or its Subsidiaries as the Agent or any Lender may reasonably request including, without limitation, in connection with any applicable “know your customer” and anti-money laundering rules and regulations, and, promptly after any request therefor by a Lender that is a Covered Financial Institution, all information and documentation reasonably requested by the Agent or any Lender for purposes of compliance with the Beneficial Ownership Regulation.

(f)

Rights of Inspection

At any reasonable time and from time to time upon reasonable prior notice, but not more frequently than once per calendar quarter for so long as no Default or Event of Default has occurred and is continuing, the Canadian Borrower shall permit, and shall cause each Restricted Subsidiary to permit, the Agent and any Lender or any representative thereof (at the expense of the Canadian Borrower during the continuance of a Default or Event of Default and, otherwise, at the expense of the Agent or such Lender, as applicable) to (i) examine and make copies of and abstracts from the records and books of account of the Canadian Borrower or any Restricted Subsidiary, including, without limitation, those maintained by the registered office service provider for any Restricted Subsidiary, (ii) visit and inspect the premises and properties of the Canadian Borrower or any Restricted Subsidiary (in each case at the risk of the Canadian Borrower, except for the gross negligence or wilful misconduct of the inspecting party or the failure of any such inspecting party to comply with Applicable Law and the Canadian Borrower’s, or any Restricted Subsidiary’s health and safety requirements, as advised to such inspecting party), and (iii) discuss the affairs, operations, finances and accounts of the Canadian Borrower or any Restricted Subsidiary with any of the officers of the Canadian Borrower or any Restricted Subsidiary.

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(g)

Notice of Material Litigation

The Canadian Borrower shall promptly give written notice to the Agent of any litigation, proceeding or dispute affecting a Borrower or any Restricted Subsidiary in respect of a demand or claim in respect of which there is a reasonable likelihood of an adverse determination and which if adversely determined would reasonably be expected to result in a liability, obligation or judgment (in Canadian Dollars or the Equivalent Amount in Canadian Dollars measured at the time of determination) in excess of 5% of Consolidated Net Tangible Assets (in aggregate at any point in time) or to have a Material Adverse Effect, and shall from time to time furnish to the Agent all reasonable information requested by the Agent concerning the status of any such litigation, proceeding or dispute.

(h)

Notice of Default or Event of Default

The Canadian Borrower shall deliver to the Agent, as soon as reasonably practicable, and in any event no later than three (3) Banking Days after becoming aware of a Default or the occurrence of an Event of Default, an Officer’s Certificate describing in detail such Default or such Event of Default and specifying the steps, if any, being taken to cure or remedy the same.

(i)

Notice of Material Adverse Effect or Material Adverse Change

The Canadian Borrower shall, as soon as reasonably practicable, promptly notify the Agent of any event, circumstance or condition that has had or is reasonably likely to have a Material Adverse Effect or cause a Material Adverse Change.

(j)

Securities Disclosure

The Canadian Borrower shall promptly furnish to the Agent copies of all registration materials, reports, material change reports, circulars, notices and other non-confidential information that the Canadian Borrower was required by Applicable Law to file and has filed with any securities commission or stock exchange, has furnished to its shareholders or publicly disclosed (whether by way by advertisement or otherwise), except for insider reports and other filings which are of an administrative nature and do not contain any material information with respect to the business, affairs or financial condition of the Canadian Borrower and its Subsidiaries (except each Project Finance SPV). The Canadian Borrower shall be deemed to have satisfied its obligations under this Section 10.1(1)(j) if and to the extent the registration materials, material change reports, circulars, reports, notices and other non-confidential information, as the case may be, shall have been filed with the Canadian Securities Administrators (and are accessible to the Agent) in the SEDAR filing system at www.sedar.com or the EDGAR filing system at www.sec.gov/edgar.

(k)

Payment of Royalties, Taxes, Withholdings, etc.

The Canadian Borrower shall, and shall cause each Restricted Subsidiary to, from time to time, pay or cause to be paid all material royalties, rents, Taxes, rates, levies or assessments, ordinary or extraordinary, governmental fees or dues, and to make and remit all withholdings, lawfully levied, assessed or imposed upon it or any of its assets as and when the same become due and payable, except when and so long as the validity of any such royalties, rents, Taxes, rates, levies, assessments, fees, dues or withholdings is being contested by it by a Permitted Contest or the failure to pay or cause to be paid the same would not reasonably be expected to have a Material Adverse Effect.

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(l)

Payment of Preferred Claims

The Canadian Borrower shall, and shall cause each Restricted Subsidiary to, from time to time pay when due or cause to be paid when due all amounts related to wages, workers’ compensation obligations, government royalties or pension fund obligations and any other amount which may result in a Security Interest against its assets arising under statute or regulation, except when and so long as the validity of any such amounts or other obligations is being contested by it by a Permitted Contest or the failure to pay or cause to be paid the same would not have or reasonably be expected to have a Material Adverse Effect

(m)

Environmental Covenants

(i)

Without limiting the generality of Section 10.1(1)(d) above, the Canadian Borrower shall, and shall cause each Restricted Subsidiary to conduct its business and operations so as to comply at all times with all Environmental Laws if the consequence of a failure to comply, either alone or in conjunction with any other such non compliances, would have or would reasonably be expected to have a Material Adverse Effect.

(ii)

If the Canadian Borrower or any Restricted Subsidiary shall:

(A)

receive or give any notice that a violation of any Environmental Law has or may have been committed or is about to be committed by the same, and if such violation has or would reasonably be expected to have a Material Adverse Effect;

(B)

receive any notice that a complaint, proceeding or order has been filed or is about to be filed against the same alleging a violation of any Environmental Law, and if such violation would reasonably be expected to have a Material Adverse Effect; or

(C)

receive any notice requiring it to take any action in connection with the release of Hazardous Materials into the environment or alleging that it 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 (in Canadian Dollars or the Equivalent Amount in Canadian Dollars measured at the time of determination) in excess of 5% of Consolidated Net Tangible Assets (in aggregate at any point in time), or if such action or liability has or would reasonably be expected to have a Material Adverse Effect,

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

(n)

Use of Loans

The Canadian Borrower shall, and shall cause the other Borrowers to, use all Loans and the proceeds thereof solely for the purposes set forth in Section 2.3 hereof.

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(o)

Required Insurance

The Canadian Borrower shall, and shall cause each Restricted Subsidiary to, maintain, with financially sound and reputable insurers, insurance with respect to its respective properties and business and against such casualties and contingencies and in such types and such amounts as shall be in accordance with customary business practices for corporations of the size and type of business and operations as the Canadian Borrower and its Subsidiaries taken as a whole, to the extent such insurance is available on reasonable commercial terms.

(p)

Ring Fence Tests

(i)

The Canadian Borrower shall ensure that, at all times, the Canadian Borrower and the Restricted Subsidiaries shall (A) directly own not less than 80% of the consolidated assets of the Canadian Borrower (measured quarterly and as set forth on the consolidated balance sheet of the Canadian Borrower, in accordance with generally accepted accounting principles), excluding, without duplication, (x) from the numerator, Non-Recourse Assets to the extent of the outstanding Non- Recourse Debt financing such assets and (y) from the denominator, the assets of any Project Finance SPVs and any Non-Recourse Assets to the extent of the outstanding Non-Recourse Debt financing such assets and (B) directly generate not less than 80% of EBITDA, as calculated at each Quarter End (the “Ring Fence Test (Restricted Group)”).

(ii)

Subject to Section 11.2(5), the Canadian Borrower shall ensure that, at all times from and after the date that is 90 days after the Effective Date, the Secured Loan Parties shall (A) directly own not less than 75% of the consolidated assets of the Canadian Borrower (measured quarterly and as set forth on the consolidated balance sheet of the Canadian Borrower, in accordance with generally accepted accounting principles), excluding, without duplication, (x) from the numerator, Non- Recourse Assets to the extent of the outstanding Non-Recourse Debt financing such assets and (y) from the denominator, the assets of any Project Finance SPVs and any Non-Recourse Assets to the extent of the outstanding Non-Recourse Debt financing such assets and (B) directly generate not less than 75% of EBITDA, as calculated at each Quarter End (the “Ring Fence Test (Secured Loan Parties)”).

(q)

Repayment of Existing Notes

The Canadian Borrower shall permanently repay and shall obtain releases in respect of, or shall cause to be permanently repaid and releases to be obtained in respect of, all indebtedness, obligations and liabilities owing under (i) the Enerflex Existing Notes within 15 days after the Effective Date and (ii) the Exterran Existing Notes within 35 days after the Effective Date.

(r)

Flood Hazard Diligence and Deliveries

If a mortgage, deed of trust or other encumbrance on any real property located in the United States of America is requested or required pursuant to the terms of this Agreement or any other Document, the Canadian Borrower shall, and shall cause each of the applicable Restricted Subsidiaries to, deliver to each affected Lender (i) all relevant address information, including but not limited to a metes and bounds legal description of such real property if readily available, so each affected Lender may procure a flood determination certificate issued by the appropriate governmental body or authority or authorized third party indicating whether such property is designated as a “flood hazard area” and (ii) if such real property is designated to be in a “flood hazard area”, evidence of flood insurance on such property obtained by the applicable Borrower or Restricted Subsidiary, as the case

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may be, in such total amount as required under applicable law and satisfactory to each affected Lender and otherwise in compliance with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973 (United States), as the same may be amended, re-enacted or replaced. All diligence in this Section 10.1(1)(r) must be completed and approved prior to the execution of any mortgage, deed of trust or other encumbrance instrument with respect to such real property.

(s)

Compliance with Sanctions

(i)

The Canadian Borrower shall, as soon as reasonably practicable, promptly notify the Agent after becoming aware of any transaction or dealing by the Canadian Borrower or any of its Subsidiaries that is in violation of applicable Sanctions Regulations.

(ii)

The Canadian Borrower shall, and shall cause each of its Subsidiaries to, maintain in effect policies or procedures which are designed to ensure that each such Borrower or Subsidiary conduct its business and activities in compliance with Anti- Corruption Laws and Sanctions Regulations applicable to it.

(t)

Notices Regarding EDC-Backed LC Facility

The Canadian Borrower shall promptly give notice to the Agent of (i) the drawing of letters of credit issued under the EDC-Backed LC Facility in an aggregate amount in excess of U.S.$10,000,000 (or the Equivalent Amount thereof in any other currency) over any period of 90 consecutive days or (ii) the termination of the EDC-Backed LC Facility.

(u)

Notices Regarding Change of Name, Chief Executive Office, Jurisdiction of Formation

The Canadian Borrower shall notify the Agent at least 15 days (or such shorter period of time as may be agreed to by the Agent) in advance of any change in: (i) the name of any Loan Party, (ii) the chief executive office or sole place of business of any Loan Party, or (iii) the jurisdiction of incorporation, formation, amalgamation, or organization of any Loan Party.

(v)

Domicile of Borrowers; U.S. Borrowers Wholly Owned

Notwithstanding anything to the contrary in this Agreement, so long as Business Development Bank of Canada is a Lender, (i) the Canadian Borrower shall be a corporation, partnership or trust organized and existing under the laws of Canada (or any Province or Territory thereof), (ii) each U.S. Borrower shall be a corporation, exempted company, limited liability company, partnership or trust organized and existing under the laws of the United States of America (or any State thereof) or a corporation, partnership or trust organized and existing under the laws of Canada (or any Province or Territory thereof), and (iii) the Canadian Borrower shall, at all times, directly own 100% of all of the issued and outstanding shares in the capital (or any other income, capital, beneficial and ownership interests (however designated)) of each U.S. Borrower; provided that if any Subsidiary which is a U.S. Borrower ceases to be directly owned by the Canadian Borrower, the Canadian Borrower shall promptly notify the Agent of such change in circumstances and such Subsidiary shall automatically cease to be a U.S. Borrower hereunder and shall be required to promptly repay in full all outstanding Obligations drawn under the Revolving Credit Facilities which were specifically borrowed by it and not, for greater certainty, any Obligations for which it was jointly and severally liable as a Borrower hereunder or for which it may be liable under any guarantee of such Obligations.

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10.2

Negative Covenants of the Canadian Borrower

(1)

(a)

No Change of Business

The Canadian Borrower shall not, and shall not permit any Restricted Subsidiary to, change in any material respect its Business.

(b)

Negative Pledge

The Canadian Borrower shall not, and shall not permit any Restricted Subsidiary to, create, issue, incur, assume or permit to exist any Security Interests on any of its or their respective property, undertakings or assets other than Permitted Encumbrances.

(c)

Limit on Liquidation and Dissolution

The Canadian Borrower shall not, and shall not permit any Restricted Subsidiary to, liquidate, dissolve or wind up or take any steps or proceedings in connection therewith except (i) in the case of a Secured Loan Party (other than a Borrower), where the successor thereto or transferee thereof is another Secured Loan Party, (ii) in the case of an Unsecured Loan Party, where the successor thereto or transferee thereof is a Loan Party or (iii) in the case of a Restricted Subsidiary which is not a Loan Party, where the successor thereto is a Restricted Subsidiary.

(d)

Limit on Sale of Assets

Except for Permitted Dispositions, the Canadian Borrower shall not, and shall not permit any Restricted Subsidiary to, sell, transfer or otherwise dispose of any of their respective property or assets (i) during the continuance of a Default or Event of Default or (ii) in any calendar year, whether in one or a series of transactions, which, in aggregate with all other sales, transfers or other dispositions by the Canadian Borrower and each Restricted Subsidiary in such calendar year, have a fair market value (in Canadian Dollars or the Equivalent Amount in Canadian Dollars measured at the time of each applicable Disposition) in excess of 5% of Consolidated Net Tangible Assets; provided that, in the case of a Permitted Disposition pursuant to clause (e) or (f) of the definition thereof, the Canadian Borrower shall, or shall cause the applicable Restricted Subsidiary to, within 180 days after receipt of proceeds in respect of any such Permitted Disposition, utilize the net cash proceeds of such Permitted Disposition to (A) repay Debt of the Canadian Borrower or a Restricted Subsidiary and/or (B) fund capital expenditures or otherwise acquire assets that are used or useful in the business of the Canadian Borrower or any of the Restricted Subsidiaries.

(e)

Limit on Debt

The Canadian Borrower shall not have or incur, or permit any Restricted Subsidiary to have or incur, any Debt other than Permitted Debt; provided that, notwithstanding the foregoing, the Canadian Borrower shall not permit (i) any Restricted Subsidiary which is not a Loan Party to incur or guarantee any Debt other than Non-Recourse Debt or (ii) any Unsecured Loan Party to incur or guarantee any Debt other than the Secured Obligations or Non- Recourse Debt, unless such Debt of such Unsecured Loan Party is subject to the Guarantee Subordination Terms.

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(f)

Limit on Investments and Financial Assistance

The Canadian Borrower shall not, and shall not permit any Restricted Subsidiary to, (i) make Investments in any person (other than a Borrower or a Restricted Subsidiary) or any Non-Recourse Assets or (ii) provide any Financial Assistance to or for the benefit of any person other than a Borrower or a Restricted Subsidiary, other than (A) amounts in relation to the Project Finance SPVs up to a maximum aggregate amount at any time outstanding of U.S.$100,000,000 (or the Equivalent Amount thereof measured as at the time of the making of any such Investment or provision of such Financial Assistance) plus 100% of the net cash proceeds of any equity offerings received by the Canadian Borrower or a Restricted Subsidiary from a person other than the Canadian Borrower or any of its Subsidiaries (after excluding therefrom any portion of such proceeds which is expended pursuant to the succeeding clause (B) or applied to repay any Debt of a Loan Party), (B) amounts (expressed in Canadian Dollars or the Equivalent Amount in Canadian Dollars measured at the time of determination) not in excess, in the aggregate, (x) in any calendar year, an amount equal to 5% of Consolidated Net Tangible Assets plus (y) 100% of the net cash proceeds of any equity offerings received by the Canadian Borrower or a Restricted Subsidiary from a person other than the Canadian Borrower or any of its Subsidiaries (after excluding therefrom any portion of such proceeds which is expended pursuant to the preceding clause (A) or applied to repay any Debt of a Loan Party), and (C) an Investment in a person that will become a Loan Party by delivering a Subsidiary Guarantee and, if applicable, the applicable Security concurrently with or promptly following the making of the Investment. In addition to the foregoing, the Canadian Borrower shall not permit any Project Finance SPV or Unrestricted Subsidiary to provide any Financial Assistance in respect of any Debt (other than Non-Recourse Debt) incurred by the Canadian Borrower or any Restricted Subsidiary.

(g)

Limit on Distributions

The Canadian Borrower shall not make any Distributions if: (i) a Default or Event of Default has occurred and is continuing, or would reasonably be expected to occur immediately following such Distribution, or (ii) the amount of such Distribution, together with the aggregate amount all Distributions declared or paid in the then current fiscal quarter, would exceed the greater of (A) an amount equal to the quarterly common share dividend (on a per share basis) most recently paid by the Canadian Borrower to the holders of its common shares prior to the Effective Date and (B) any higher amount; provided with respect to clause (B) that (x) as at the last day of the most recently completed fiscal quarter of the Canadian Borrower occurring after the Effective Date and determined on a pro forma basis after giving effect to such Distribution, the Senior Secured Net Funded Debt to EBITDA Ratio would be less than or equal to 2.00:1.00 and (y) immediately after such Distribution, the Minimum Liquidity would be greater than or equal to U.S.$100,000,000.

(h)

Limit on Permitted Junior Debt

The Canadian Borrower shall not, and shall not permit any Restricted Subsidiary to, purchase, repurchase or prepay the principal amount of any Permitted Junior Debt unless:

(i)

such purchase, repurchase or prepayment is funded solely from the proceeds of Permitted Junior Debt, a Permitted Junior Debt Refinancing and/or net cash proceeds from the issuance of equity interests of the Canadian Borrower or a Restricted Subsidiary to a person other than the Canadian Borrower or any of its Subsidiaries; or

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(ii)

(A) as at the last day of the most recently completed fiscal quarter of the Canadian Borrower and determined on a pro forma basis after giving effect to such purchase, repurchase or prepayment, the Senior Secured Net Funded Debt to EBITDA Ratio would be less than or equal to 2.00:1.00 and (B) immediately after such purchase, repurchase or prepayment, the Minimum Liquidity would be greater than or equal to U.S.$100,000,000,

provided that, in each case, no Default or Event of Default has occurred and is continuing at the time of such purchase, repurchase or prepayment or would reasonably be expected to result therefrom.

(i)

No Financial Instruments Other Than Permitted Hedging

The Canadian Borrower shall not, and shall not permit any Restricted Subsidiary to, enter into, transact or have outstanding any Financial Instruments or Financial Instrument Obligations other than Permitted Hedging.

(j)

Non Arm’s Length Transactions

Except in respect of (i) transactions between or among a Borrower and/or one or more of the Restricted Subsidiaries or (ii) Investments and Financial Assistance permitted by Section 10.2(1)(f), the Canadian Borrower shall not, and shall not permit any Restricted Subsidiary to, enter into any contract, agreement or transaction whatsoever, including for the sale, purchase, lease or other dealing in any property or the provision of any services (other than office and administration services provided in the ordinary course of business), with any Related Party except upon fair and reasonable terms, which terms are not less favourable to a Borrower or Restricted Subsidiary, as applicable, than it would obtain in an arm’s length transaction.

(k)

No Merger, Amalgamation, etc.

Except as permitted under Section 10.2(1)(c) or 10.2(1)(d), and subject to Section 10.1(1)(v), the Canadian Borrower shall not, and shall not permit any Restricted Subsidiary to, merge with, amalgamate with or consolidate with any other person, or convey, sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets to any other person (whether by way of reconstruction, reorganization, recapitalization, arrangement, consolidation, amalgamation, merger, transfer, sale or otherwise) unless:

(i)

other than in respect of a transaction under Section 10.2(1)(k)(v) or 10.2(1)(k)(vi), the Agent has been provided with not less than 21 days’ prior notice thereof;

(ii)

in the case of any such transaction involving the Canadian Borrower, (A) the successor formed by such consolidation or amalgamation or the survivor of such merger or the person that acquires by conveyance, transfer, sale, lease or other disposition of all or substantially all of the assets of the Canadian Borrower as an entirety, as the case may be, shall be a solvent corporation, exempted company, limited liability company, partnership or trust organized and existing under the laws of the Canada (or any province or territory therein) or such other jurisdiction acceptable to the Agent, acting reasonably and (B) the senior unsecured long term debt rating of the successor, survivor or person that acquires all or substantially all of the assets of the Canadian Borrower in effect immediately prior to the announcement of such transaction is not downgraded by any one or more of DBRS, Moody’s, S&P and Fitch within 60 days after there is a public announcement of the Canadian Borrower’s intention or agreement to effect such transaction (which 60 day period shall be extended so long as such rating is under publicly announced consideration for such a possible downgrade by any of such rating agencies);

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(iii)

in the case of any such transaction involving the Australian Borrower, the successor formed by such consolidation or amalgamation or the survivor of such merger or the person that acquires by conveyance, transfer, sale, lease or other disposition of all or substantially all of the assets of the Australian Borrower as an entirety, as the case may be, shall be a solvent corporation, exempted company, limited liability company, partnership or trust organized and existing under the laws of Australia (or any territory therein) or such other jurisdiction acceptable to the Agent and the Australian Operating Facility Lender, each acting reasonably;

(iv)

in the case of any such transaction involving a U.S. Borrower, (A) the successor formed by such consolidation or amalgamation or the survivor of such merger or the person that acquires by conveyance, transfer, sale, lease or other disposition of all or substantially all of the assets of the applicable U.S. Borrower as an entirety, as the case may be, shall be a solvent corporation, exempted company, limited liability company, partnership or trust organized and existing under the laws of the United States of America (or any state therein) or such other jurisdiction acceptable to the Agent, acting reasonably, and (B) so long as Business Development Bank of Canada is a Lender, the Canadian Borrower shall directly own 100% of all of the issued and outstanding shares in the capital (or any other income, capital, beneficial and ownership interests (however designated)) of such successor, survivor or other person acquiring the assets of the applicable U.S. Borrower, subject to the proviso in Section 10.1(1)(v) if such successor, survivor or other person ceases to be a U.S. Borrower;

(v)

in the case of any such transaction involving a Restricted Subsidiary other than a Borrower, the successor formed by such consolidation or amalgamation or the survivor of such merger or the person that acquires by conveyance, transfer, sale, lease or other disposition of all or substantially all of the assets of such Restricted Subsidiary as an entirety, as the case may be, shall be a solvent corporation, exempted company, limited liability company, partnership or trust organized and existing under the laws of its jurisdiction of organization or creation;

(vi)

in all cases involving a Loan Party other than in a transaction involving two Loan Parties in which the surviving entity is a Loan Party, (A) such successor corporation, exempted company, limited liability company, partnership or trust shall have executed and delivered to the Agent and the Collateral Agent an agreement or agreements assuming the due and punctual performance and observance of each covenant, obligation and condition of each respective Document by which such Loan Party was bound and (B) shall have caused to be delivered to the Agent, the Collateral Agent and the Lenders an opinion of independent counsel to the effect that (1) all agreements or instruments effecting such assumption are enforceable in accordance with their terms and (2) as a result of such transaction, no Loan Party that continues to exist has been released from its obligations under the Documents (such opinion to be acceptable to the Agent, acting reasonably); provided that agreements or instruments of assumption shall not be required if such assumption occurs by operation of law, and the Canadian Borrower delivers an opinion of such counsel to that effect (such opinion to be acceptable to the Agent, acting reasonably);

(vii)

in all cases, immediately before and after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and

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(viii)

in all cases, the transaction shall not result in a Change of Control.

No such conveyance, transfer, sale, lease or other disposition of all or substantially all of the assets of a Borrower or a Restricted Subsidiary shall have the effect of releasing such Borrower or Restricted Subsidiary or any successor person from its liability under this Agreement or any other Document.

(l)

Hostile Acquisitions

The Canadian Borrower shall not, and shall not permit any other Borrower to, utilize the proceeds of any Drawdown, or any Loans, under any Credit Facility to, or to provide funds to any Subsidiary, Affiliate or other person to, finance a hostile takeover.

(m)

Sanctions

(i)

The Canadian Borrower shall not, and shall not permit any Subsidiary of the Canadian Borrower to, (A) engage in any transaction with a person that is listed on a Sanctions List, (B) Knowingly engage in any transaction with a person that is directly or indirectly owned or controlled by a person that is listed on a Sanctions List or (C) become designated as a Sanctioned Person.

(ii)

The Canadian Borrower shall not, and shall not permit any Subsidiary of the Canadian Borrower to, Knowingly engage in any transaction or dealing that would be in violation of applicable Sanctions Regulations.

(iii)

The Canadian Borrower shall not, and shall not permit any Subsidiary of the Canadian Borrower to, directly or, to its Knowledge, indirectly, use the proceeds from any Drawdown to fund operations in, finance any investments or activities in, or make any payments to, a Sanctioned Person in any manner that would result in any violation by the Canadian Borrower or any of its Subsidiaries of any applicable Sanctions Regulations.

10.3

Financial Covenants

(a)

Maximum Senior Secured Net Funded Debt to EBITDA Ratio

As at each Quarter End, the Canadian Borrower shall not permit the Senior Secured Net Funded Debt to EBITDA Ratio to exceed 2.50:1.00, such ratio to be calculated on a rolling four-quarter basis.

Notwithstanding and in lieu of the foregoing, for the first full four Quarter Ends following the fiscal quarter in which the Canadian Borrower or a Restricted Subsidiary completes a Material Acquisition, the Canadian Borrower shall not permit the Senior Secured Net Funded Debt to EBITDA Ratio to exceed 3.00:1.00.

(b)

Maximum Net Funded Debt to EBITDA Ratio

As at each Quarter End, the Canadian Borrower shall not permit the Net Funded Debt to EBITDA Ratio to exceed (i) 4.50:1.00 (for each Quarter End after the Effective Date until and including the Quarter End dated September 30, 2023) and (ii) 4.00:1.00 (for each Quarter End after September 30, 2023), such ratio to be calculated, in each case, on a rolling four-quarter basis.

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Notwithstanding and in lieu of the foregoing, for the first full four Quarter Ends following the fiscal quarter in which the Canadian Borrower or a Restricted Subsidiary completes a Material Acquisition which is completed after September 30, 2023, the Canadian Borrower shall not permit the Net Funded Debt to EBITDA Ratio to exceed 4.50:1.00.

(c)

Minimum Interest Coverage Ratio

As at each Quarter End, the Canadian Borrower shall not permit the Interest Coverage Ratio to be less than 2.50:1.00, such ratio to be calculated on a rolling four-quarter basis.

10.4

Agent May Perform Covenants

If, following the expiry of any cure periods provided for in Section 12.1, the Canadian Borrower fails to perform any covenants on its part herein contained, the Agent may give notice to the Canadian Borrower of such failure and if such covenant remains unperformed, the Agent may, in its discretion but need not, perform or instruct the Collateral Agent to perform any such covenant capable of being performed by the Agent or the Collateral Agent and if the covenant requires the payment or expenditure of money, the Agent may, upon having received approval of all Lenders, make (or instruct the Collateral Agent to make) such payments or expenditure and all sums so expended shall be forthwith payable by the Canadian Borrower to the Agent on behalf of the Lenders and shall bear interest at the applicable interest rate provided in Section 5.10. No such performance, payment or expenditure by the Agent or Collateral Agent shall be deemed to relieve the Canadian Borrower of any default hereunder or under the other Documents.

ARTICLE 11

GUARANTEES AND SECURITY

11.1

Guarantees

(1)

The Canadian Borrower shall cause each Restricted Subsidiary to execute and deliver a Subsidiary Guarantee in the form of Schedule H-1 annexed hereto (or a joinder to an existing Subsidiary Guarantee), in each case with such modifications and insertions as may be required by the Agent and agreed to by the Canadian Borrower, each acting reasonably, including modifications necessary to have such Subsidiary Guarantees be in compliance with the Applicable Laws of the governing jurisdiction of such Restricted Subsidiary (together with a certified copy of such Subsidiary’s organizational documents, certificate of incorporation, formation or continuation, register of members, register of directors and officers, register of mortgages and charges and any other statutory registers (as applicable), certificate of status or good standing (or equivalent)(as applicable), authorizing resolutions and a legal opinion in form and substance satisfactory to the Agent, acting reasonably); provided that (a) if and to the extent that providing such Subsidiary Guarantee would be prohibited by the Exterran Note Indenture, Exterran and its Subsidiaries will not be required to execute and deliver such Subsidiary Guarantees until after the repayment, satisfaction and discharge or defeasance in full of the Exterran Existing Notes and (b) a Restricted Subsidiary shall not be required to execute and deliver such Subsidiary Guarantee if and to the extent such Subsidiary Guarantee would be illegal or such Restricted Subsidiary is contractually prohibited from providing such Guarantee (excluding any contractual prohibition in the Enerflex NPA or in any other agreement or instrument which relates to Debt and provided such contract was not entered into in contemplation and for purposes of avoiding such Restricted Subsidiary’s obligation to otherwise execute and deliver the Subsidiary Guarantee contemplated hereby); provided, further, that if clause (b) of the immediately preceding proviso applies, the Canadian Borrower shall use commercially reasonable efforts to obtain any third party consents or approvals which would eliminate any applicable restriction in those circumstances where it would be reasonable and customary to do so.

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(2)	The Canadian Borrower shall execute and deliver the Parent Guarantee in the form of Schedule H-2 annexed hereto with such modifications and insertions as may be required by the Agent and agreed to by the Canadian Borrower, each acting reasonably.

(3)

Notwithstanding the foregoing, (a) Subsidiary Guarantees required to be delivered hereunder by Exterran and its Subsidiaries which are Restricted Subsidiaries or Subsidiaries of Enerflex which are Restricted Subsidiaries and are not guarantors under the Existing Enerflex Revolver Credit Agreement shall only be required to be delivered as soon as reasonably practicable for the relevant Loan Party to do so after the Effective Date, and in any event within 90 days following the Effective Date (or such longer period as may be agreed to between the Canadian Borrower and the Agent, acting reasonably) and (b) except as provided in clause (a) above, any Subsidiary that is designated as a Restricted Subsidiary after the Effective Date shall only be required to deliver a Subsidiary Guarantee as soon as reasonably practicable and in any event within 30 days following the date of such designation.

(4)

The Canadian Borrower shall deliver, or shall cause to be delivered, concurrently with any Subsidiary Guarantees (or joinders thereto) delivered after the Effective Date, certified copies of the organizational documents, certificate of incorporation, formation or continuation, register of members, register of directors and officers, register of mortgages and charges and any other statutory registers (as applicable), certificate of status or good standing (or equivalent)(as applicable) and authorizing resolutions of the Loan Party that is party to such Subsidiary Guarantee, and a legal opinion (in form and substance satisfactory to the Agent, acting reasonably) in respect of such Subsidiary Guarantee.

11.2

Security

(1)

The Secured Obligations of all Borrowers and the Restricted Subsidiaries shall be secured, equally and rateably, by Security Interests (subject only to Permitted Encumbrances) on, to and against all present and future real and personal property of the Secured Loan Parties, such Security Interests to be granted to the Collateral Agent (for the benefit of, among others, the Secured Parties) and subject to the CAIA.

(2)	The Canadian Borrower shall cause each Restricted Subsidiary to execute and deliver to the Collateral Agent, as applicable:

(a)

from the Canadian Borrower and each Restricted Subsidiary which is organized under the laws of any jurisdiction of Canada, (a) a general security agreement substantially in the form of Schedule H-3 annexed hereto, (b) to the extent a Security Interest is being taken in its owned and/or leased real property, a fixed and floating charge debenture substantially in the form of Schedule H-4 annexed hereto and (c) a debenture pledge agreement substantially in the form of Schedule H-5 annexed hereto, in each case, with such modifications and insertions as may be permitted or required by the Agent and the Collateral Agent, acting reasonably;

(b)

from each U.S. Borrower and each other Restricted Subsidiary which is organized under the laws of any jurisdiction of the United States of America, (i) a pledge and security agreement substantially in the form of Schedule H-6 annexed hereto, with such modifications and insertions as may be permitted or required by the Agent, acting reasonably, and (ii) one or more deposit account control agreements, which, in the reasonable judgment of the Agent, are required for the Restricted Subsidiaries to comply with the terms of the Documents from time to time (subject to such exclusions as may be agreed to by the Agent);

(c)

from each Restricted Subsidiary organized under the laws of any jurisdiction other than Canada or the United States of America, a general security agreement or such other Security granting to the Agent (for the benefit of the Secured Parties) a Security Interest over all or substantially of the existing and after acquired personal-property of the applicable Restricted Subsidiary (having regard to Applicable Law) in a form satisfactory to the Agent and Lenders’ Counsel, acting reasonably;

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(d)

from the Canadian Borrower and each Subsidiary of the Canadian Borrower that owns or acquires any equity interests of a Restricted Subsidiary, or is the obligee in respect of any Debt owing by Restricted Subsidiary which, in each case, has not otherwise been pledged, mortgaged or charged pursuant to Security delivered pursuant to clause (a), (b) or (c) above:

(i)

a pledge, mortgage or charge of all such equity interests or Debt (or such other instrument as may be required to grant to the Collateral Agent (for the benefit of, among others, the Secured Parties) a Security Interest in such equity interests or Debt;

(ii)

to the extent that the Subsidiary of the Canadian Borrower which owns such equity interests, or is the lender in respect of such Debt, is not a Restricted Subsidiary, a Guarantee in favour of the Agent (for the benefit of the Secured Parties), which Guarantee shall be limited in recourse to the assets subject to the Security Interest to be granted pursuant to clause (i) above;

provided that, such Security and, if applicable, limited recourse Guarantee, shall be delivered to the Agent and the Collateral Agent, as applicable, within 30 days of any acquisition of equity interests of, or the making of any Loan to, a Restricted Subsidiary; and

(e)

such other security documentation requested by the Agent or any of the Lenders, acting reasonably, which in the opinion of the Agent or such Lender(s) is necessary or desirable to ensure that the Collateral Agent has received (for the benefit of, among others, the Secured Parties) a valid and perfected first priority Security Interest (subject only to Permitted Encumbrances) against the real and personal property of each Restricted Subsidiary,

provided that (i) a Restricted Subsidiary shall not be required to grant any Security which creates a Security Interest over any assets which constitute Excluded Collateral and (ii) a Restricted Subsidiary which has migrated or continued its existence into a different jurisdiction and has previously delivered Security pursuant to Section 11.2(2) shall not be required to grant replacement Security if a Borrower has delivered to the Agent and the Collateral Agent documentation satisfactory to the Agent and the Collateral Agent, each acting reasonably, which confirms the ongoing validity, maintenance and perfection of the existing Security granted by such Restricted Subsidiary (having regard to Applicable Law in such different jurisdiction).

In addition to the foregoing, the Canadian Borrower shall deliver, or shall cause to be delivered, concurrently with any Security delivered after the Effective Date, certified copies of the organizational documents, certificate of incorporation, formation or continuation, register of members, register of directors and officers, register of mortgages and charges and any other statutory registers (as applicable), certificate of status or good standing (or equivalent)(as applicable) and authorizing resolutions of each Loan Party that is party to such Security, and a legal opinion in respect of each such Loan Party and such Security, in form and substance satisfactory to the Agent, acting reasonably.

(3)

Notwithstanding the foregoing, (a) other than the Security required to be delivered on the Effective Date pursuant to Section 3.2(1)(b), all Security required to be delivered by the Canadian Borrower and the Restricted Subsidiaries hereunder shall be delivered as soon as reasonably practicable for the relevant Loan Party to do so after the Effective Date, and in any event within 90 days of the Effective Date (or such longer period as may be agreed to between the Canadian Borrower and the Agent, acting reasonably), and (b) except as provided in clause (a) above, all Security required

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to be delivered by a Subsidiary that is designated as a Restricted Subsidiary after the Effective Date shall be delivered as soon as reasonably practicable and in any event within 30 days following the date of such designation (or such longer period as may be agreed to between the Canadian Borrower and the Agent, acting reasonably), and in each case the Canadian Borrower shall deliver, or shall cause to be delivered, concurrently with any such Security, certified copies of the organizational documents, certificate of incorporation, formation or continuation, register of members, register of directors and officers, register of mortgages and charges and any other statutory registers (as applicable), certificate of status or good standing (or equivalent)(as applicable) and authorizing resolutions of the Loan Party that is party to such Security, and a legal opinion in respect of such Security, in form and substance satisfactory to the Agent, acting reasonably.

(4)

In the event that a Restricted Subsidiary is not required to enter into the Security as a result of the proviso in Section 11.2(2), the Canadian Borrower shall execute and deliver, or cause any applicable Subsidiary of the Canadian Borrower to execute and deliver, Security providing for a pledge, mortgage or charge of the equity securities of such Restricted Subsidiary and any Debt owing by such Restricted Subsidiary to the Canadian Borrower or a Subsidiary thereof, together with such Guarantees (if any) as may be necessary for the creation a Security Interest in the collateral subject to such Security and together with a certified copy of the grantor’s organizational documents, certificate of incorporation, formation or continuation, register of members, register of directors and officers, register of mortgages and charges and any other statutory registers (as applicable), certificate of status or good standing (or equivalent)(as applicable), authorizing resolutions and a legal opinion in form and substance satisfactory to the Agent, acting reasonably; provided that, notwithstanding the foregoing, the Canadian Borrower or any Subsidiary thereof shall not be required to grant such Security if and to the extent that (i) such Security would be illegal, (ii) the Canadian Borrower or applicable Subsidiary thereof is contractually prohibited from providing Security (excluding any contractual prohibition in the Enerflex NPA or in any other agreement or instrument which relates to Debt).

(5)

To the extent that the Ring Fence Test (Secured Loan Parties) cannot be met by the Canadian Borrower for any of the reasons set forth in the proviso in Section 11.1(1) or 11.2(2), the Canadian Borrower shall promptly notify the Agent of such circumstance and shall, within 90 days of the delivery of such notice (or such longer period as may be agreed to between the Canadian Borrower and the Agent, acting reasonably), re-designate all of its Subsidiaries that are not subject to such proviso (including any Unrestricted Subsidiaries but excluding any Project Finance SPVs) as Restricted Subsidiaries and cause such Subsidiaries to execute and deliver the Security and a Subsidiary Guarantee or joinder thereto (together with a certified copy of its organizational documents, certificate of incorporation, formation or continuation, register of members, register of directors and officers, register of mortgages and charges and any other statutory registers (as applicable), certificate of status or good standing (or equivalent)(as applicable), authorizing resolutions and a legal opinion in form and substance satisfactory to the Agent, acting reasonably), and all registrations, notations, filings and/or recordings of the Security shall have been made in all offices where such registration, notation, filing or recording is necessary or of advantage to the creation, perfection and preserving of the Security and the Security Interests created thereby, and the Canadian Borrower shall be deemed to be in compliance with the Ring Fence Test (Secured Loan Parties).

(6)	Notwithstanding anything to the contrary herein or in any other Document, no Borrower or Restricted Subsidiary shall be required to:

(a)

grant mortgages or the equivalent over real property or certificates of title in any jurisdiction of the United States of America; provided that, at the option of the Agent, such security may be obtained after the aggregate fair market value of such collateral exceeds U.S.$10,000,000 or if an Event of Default has occurred and is continuing;

(b)

obtain mortgagee or landlord consents or access agreements; or

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(c)

provide security over contractual rights (including intellectual property rights or real property leases) that are not assignable or for which security may not be granted without consent from parties to such contracts.

11.3

Registration

The Canadian Borrower shall, or shall cause the applicable Restricted Subsidiary, at the expense of the Canadian Borrower, to notarize, register, notify, file or record the Security in all jurisdictions and offices where such registration, filing or recording is necessary or of advantage to the creation, perfection and preserving of the Security Interest created thereby; provided that, notwithstanding any provision of any Document to the contrary and except as may be requested otherwise by the Agent during the continuance of any Event of Default:

(a)

the debentures, mortgages and other real property security documents shall not be filed in any land registry office by any person against any owned or fee simple real property (other than real property with a fair market value in excess of U.S.$10,000,000) of any Borrower or any Secured Loan Party;

(b)

no serial number registrations will be made against any motor vehicles in Canada; and

(c)

no delivery of certificates of title shall be required for any motor vehicles in the United States of America unless the aggregate fair market value thereof is greater than U.S.$10,000,000.

The Canadian Borrower shall, or shall cause the applicable Restricted Subsidiary to, amend and renew such registrations, filings and recordings from time to time as and when required to keep them in full force and effect or to preserve the priority established by any prior registration, filing or recording thereof.

Notwithstanding anything to the contrary herein, the Agent shall not (and shall not instruct the Collateral Agent to) accept any Security Interest from a Secured Loan Party over an interest in any real property located in the United States of America unless and until each affected Lender has confirmed its satisfactory completion of flood insurance due diligence and compliance with respect to such real property. Each affected Lender shall have completed its normal course flood hazard compliance review with respect to such real property (or as otherwise reasonably required by each affected Lender under applicable law in relation to such real property), including completion of the diligence and receipt of the documentation described in Section 10.1(1)(r) and the receipt of such supporting and ancillary documentation as is normal and customary for transactions of this nature prior to the execution of any mortgage, deed of trust or other encumbrance instrument.

11.4

Forms

The Agent shall have the right to require that:

(a)

any Security or Guarantee delivered in connection herewith be amended to reflect any changes in such laws, whether arising as a result of statutory amendments, court decisions or otherwise, in order to ensure that all Secured Obligations are fully secured; and

(b)

subject to the limitations herein set forth, each of the Secured Loan Parties execute and deliver to the Collateral Agent, as the case may be, such other and further debentures, mortgages, charges, trust deeds, assignments, security agreements, securities and deposit account control agreements, share or stock transfer instruments and such other agreements and instruments as may be reasonably required to ensure the Collateral Agent (for the benefit of, among others, the Secured Parties) holds, subject to Permitted Encumbrances, perfected Security Interests on and against all of the property and assets of each Secured Loan Party,

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except that in no event shall the Agent require that the foregoing be effected if the result thereof would be to grant the Collateral Agent or the other Secured Parties greater rights than is otherwise contemplated herein or therein.

Without limiting the generality of the foregoing, it is intended that Schedule Q will set forth certain security principles which have been or will be agreed to between the Canadian Borrower and the Agent regarding the granting and/or perfection of Security in certain jurisdictions where the Canadian Borrower and the Agent have agreed that the quantum of obligations secured by such Security may be reduced to an amount which is less than the Secured Obligations but not less than the fair market value of the applicable Collateral plus an agreed buffer. The key objectives of these principles will be to quantify and agree to (a) the amount of stamp tax (or equivalent) or registration fees that will be payable (to the extent that such stamp tax (or equivalent) or registration fees are reasonably necessary to give effect to the grant and/or perfection of Security in such jurisdiction) (b) the fair market value of the applicable Collateral and the amount of agreed buffer that will form the basis for determining the amount in (a) above and (c) the procedure for updating the amounts in (a) and (b) above in respect of additional Collateral (which update is expected to occur annually). Schedule Q may be revised from time to time with the concurrence of the Canadian Borrower and the Agent, each acting reasonably.

11.5

Continuing Security

Each item or part of the Security shall for all purposes be treated as a separate and continuing collateral security and shall be deemed to have been given in addition to and not in place of any other item or part of the Security or any other security now held or hereafter acquired by the Collateral Agent or the other Secured Parties. No item or part of the Security shall be merged or be deemed to have been merged in or by this Agreement or any documents, instruments or acknowledgements delivered hereunder, or any simple contract debt or any judgment, and any realization of or steps taken under or pursuant to any security, instrument or agreement shall be independent of and not create a merger with any other right available to the Collateral Agent or the other Secured Parties under any security, instruments or agreements held by it or at law or in equity.

11.6

Dealing with Security

The Agent, with the consent of all of the Lenders, may instruct the Collateral Agent to grant extensions of time or other indulgences, take and give up securities (including the Security or any part or parts thereof), accept compositions, grant releases and otherwise deal with the Borrowers and other parties and with security (including the Security or any part or parts thereof) as the Agent may see fit, without prejudice to or in any way limiting the liability of the Borrowers under this Agreement or the other Documents.

11.7

Effectiveness

The Security and the security created by any other Document constituted or required to be created shall be effective, and the undertakings as to the Security herein or in any other Document shall be continuing, whether any Loans are then outstanding or any amounts thereby secured or any part thereof shall be owing before or after, or at the same time as, the creation of such Security Interests or before or after or upon the date of execution of any amendments to this Agreement.

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11.8

Release and Discharge of Guarantees and Security

(1)

Subject to the terms of the CAIA, no Loan Party shall be released from its Subsidiary Guarantee (in the case of the Restricted Subsidiaries) or from the Security, or any part thereof, other than: (a) to the extent that such Security applies to a Permitted Disposition (in which case the Security shall, without further action, cease to apply to the subject matter thereof) or (b) to the extent that a Restricted Subsidiary has been designated as an Unrestricted Subsidiary in compliance with the terms hereof (in which case the Subsidiary Guarantee of such former Restricted Subsidiary shall automatically cease to apply to the subject matter thereof for the benefit of the Agent and the Lenders), except by a written release signed by the Collateral Agent in accordance with the terms of the CAIA. If all of the Obligations (other than those Obligations which by their terms survive the termination and cancellation of this Agreement and the Credit Facilities) have been repaid, paid, satisfied and discharged, as the case may be, in full and the Credit Facilities have been fully cancelled, then the Agent shall cause it and the Lenders’ interest in the Subsidiary Guarantees and the Parent Guarantee and the Security to be released.

(2)	The Lenders hereby authorize the Agent to, and the Agent shall, upon the written request of the Borrowers:

(a)

take such steps as may be required under the CAIA to release Security Interests created by the Security from any property or assets in relation to a disposition or which are disposed of and consented to by a Majority of the Lenders;

(b)

take such steps as may be required to release and discharge (or evidence such release and discharge) the Security in accordance with the terms of the CAIA and release or discharge the Subsidiary Guarantee, in each case, provided by a Restricted Subsidiary that becomes an Unrestricted Subsidiary in accordance herewith; and

(c)

execute and deliver, or instruct the Collateral Agent to execute and deliver, such releases, discharges, no-interest letters, subordination agreements, postponement agreements, DACA terminations and other agreements or instruments as may be necessary or reasonably requested by the Canadian Borrower to effect the foregoing or to evidence the foregoing or to evidence the release of any property or assets which are the subject of a Permitted Disposition or a disposition or release consented to by a Majority of the Lenders.

(3)

Unless otherwise directed in writing by the Canadian Borrower, the Agent shall discharge, release or otherwise terminate the interest of the Secured Parties (other than the Collateral Agent) in the Security and release the Parent Guarantee and each Subsidiary Guarantee after the Credit Facilities are fully cancelled and all amounts then due and payable under the Credit Facilities to the Agent and the Lenders are fully paid and satisfied and all Lender Financial Instrument Obligations and Bank Product Obligations which are then due and payable are fully paid and satisfied. Such discharge, release and/or termination shall occur regardless of whether any Lender Financial Instrument Obligations or Bank Product Obligations which are not then due and payable remain outstanding; provided that the Canadian Borrower shall provide at least three Banking Days’ prior notice of such discharge and release to any Lender or Hedging Affiliate that is a party to or issuer of any outstanding Lender Financial Instrument or Bank Product and, after such discharge and release, any such outstanding Lender Financial Instrument Obligations or Bank Product Obligations shall be unsecured or subject to other arrangements to be agreed with the Canadian Borrower and no person who is owed Lender Financial Instrument Obligations or Bank Product Obligations shall have the continuing right to or benefit of the Security or Guarantees without the express written agreement of the Canadian Borrower.

11.9

Transfer of Security

If Royal Bank of Canada, in its capacity as Agent, or any successor thereto, in its capacity as Agent ceases to be the Agent (the “Departing Agent”), the Departing Agent shall transfer and assign all of its right, title and interest in its capacity as Agent in and to the Subsidiary Guarantees, the Parent Guarantee and the Security to the Successor Agent.

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11.10

Hedging Affiliates and Bank Product Affiliates

(1)	Each Lender hereby confirms to and agrees with the Agent and the other Lenders as follows:

(a)

such Lender is, for the purpose of guaranteeing the Lender Financial Instrument Obligations owing to or in favour of its Hedging Affiliates and the Bank Product Obligations owing to or in favor of its Bank Product Affiliates pursuant to the Subsidiary Guarantees, the Parent Guarantee and the Security, executing and delivering this Agreement both on its own behalf and as agent for and on behalf of such Hedging Affiliates and Bank Product Affiliates;

(b)

the Agent shall be and is hereby authorized by each such Hedging Affiliate and Bank Product Affiliate (i) to hold the Subsidiary Guarantees, the Parent Guarantee and to instruct the Collateral Agent to hold the Security, in each case, on behalf of such Hedging Affiliate and Bank Product Affiliate as guarantees for the Lender Financial Instrument Obligations and Bank Product Obligations owing to or in favour of it in accordance with the provisions of the Documents and (ii) to act in accordance with the provisions of the Documents (including on the instructions or at the direction of the Majority of the Lenders) in all respects with respect to the Subsidiary Guarantees, the Parent Guarantee and the Security; and

(c)

(i) the Lender Financial Instruments of any such Hedging Affiliate or the Lender Financial Instrument Obligations owing to or in favour of any such Hedging Affiliate and (ii) the Bank Products of any such Bank Product Affiliate or the Bank Product Obligations owing to or in favor of any such Bank Product Affiliate shall: (A) not be included or taken into account for the purposes of Section 16.13 or (for certainty) in any determination of the Majority of the Lenders or the Lenders, which shall be determined solely based upon the Commitments of the Lenders hereunder or the Outstanding Principal owing to the Lenders and (B) only be included or taken into account in any determination of the “Required Priority Debtholders” or “Priority Debtholders” (each as defined in the CAIA) to the extent such Lender Financial Instrument Obligations or Bank Product Obligations constitute Priority Lien Debt.

11.11

Guarantees and Security for Hedging with Former Lenders

If a Lender ceases to be a Lender under this Agreement (a “Former Lender”), or a Hedging Affiliate of a Lender under this Agreement ceases to be an Affiliate of such Lender (a “Former Affiliate”) all Lender Financial Instrument Obligations owing to such Former Lender and its Hedging Affiliates, or to a Former Affiliate, under Lender Financial Instruments entered into while such Former Lender was a Lender, or while such Former Affiliate was an Affiliate of a Lender, shall remain guaranteed by the Parent Guarantee and the Subsidiary Guarantees, and secured by the Security (equally and rateably) to the extent that such Lender Financial Instrument Obligations were so guaranteed and secured prior to such Lender becoming a Former Lender or prior to such Hedging Affiliate becoming a Former Affiliate and, subject to the following provisions of this Section 11.11 and unless the context otherwise requires, all references herein to “Lender Financial Instrument Obligations” shall include such obligations to a Former Lender and its Hedging Affiliates or to such Former Affiliate, as the case may be, and all references herein to “Lender Financial Instruments” shall include such Financial Instruments with a Former Lender and its Hedging Affiliates or a Former Affiliate. For certainty, any Financial Instrument Obligations under Financial Instruments entered into with a Former Lender or an Affiliate thereof after the Former Lender has ceased to be a Lender, or entered into with a Former Affiliate after the Former Affiliate has ceased to be an Affiliate of a Lender, shall not be guaranteed by the Parent Guarantee or the Subsidiary Guarantees or secured by the Security. Notwithstanding the foregoing, no Former Lender or any Affiliate thereof, or any Former Affiliate, shall have any right to cause or require the enforcement of the Parent Guarantee, the

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Subsidiary Guarantees or any Security or any right to participate in any decisions relating to the CAIA, the Parent Guarantee, the Subsidiary Guarantee or any Security, including any decisions relating to the enforcement or manner of enforcement of the Parent Guarantee, the Subsidiary Guarantees or any Security or decisions relating to any amendment to, waiver under, release of or other dealing with all or any part thereof; for certainty, the sole right of a Former Lender and its Affiliates with respect to the Parent Guarantee, the Subsidiary Guarantees or any Security is to share, on a pari passu basis, in any proceeds of realization and enforcement thereof in accordance with the terms of this Agreement and the CAIA.

ARTICLE 12

EVENTS OF DEFAULT AND ACCELERATION

12.1

Events of Default

(1)	The occurrence of any one or more of the following events (each such event being herein referred to as an “Event of Default”) shall constitute a default under this Agreement:

(a)

Principal Default: if a Borrower fails to pay the principal of any Loan hereunder when due and payable;

(b)

Other Payment Default: if a Borrower fails to pay:

(i)

any interest (including, if applicable, default interest) accrued on any Loan;

(ii)

any acceptance fee with respect to a Bankers’ Acceptance or issuance fee with respect to a Letter of Credit; or

(iii)

any other amount not specifically referred to in paragraph (a) above or in this paragraph (b) payable by a Borrower hereunder;

in each case when due and payable, and such default is not remedied within five (5) Banking Days of such amount being due and payable;

(c)

Certain Covenant Defaults: if the Canadian Borrower fails to observe or perform any covenant in:

(i)

Sections 10.2(1)(b) to 10.2(1)(i), inclusive, Section 10.2(1)(m), 11.1 or 11.2 and shall fail to remedy or cure the same within five (5) Banking Days; or

(ii)

Section 10.3;

(d)

Breach of Other Covenants: if any Borrower or Restricted Subsidiary fails to observe or perform any covenant or obligation herein or in any other Document required on its part to be observed or performed (other than a covenant or condition whose breach or default in performance is specifically dealt with elsewhere in this Section) and, after notice has been given by the Agent to the Canadian Borrower specifying such default and requiring the applicable Borrower or Restricted Subsidiary to remedy or cure the same, such Borrower or Restricted Subsidiary shall fail to remedy such default within a period of 30 days after the giving of such notice;

(e)

Incorrect Representations: if any representation or warranty made by any Borrower or Restricted Subsidiary herein or in any other Document shall prove to have been incorrect or misleading in any respect on and as of the date made and the facts or circumstances which make such representation or warranty incorrect or misleading are not remedied and the representation or warranty in question remains incorrect or misleading more than 30 days after the Agent notifies the Canadian Borrower of the same;

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(f)

Involuntary Insolvency: if a decree or order of a court of competent jurisdiction is entered adjudging any Borrower or Restricted Subsidiary a bankrupt or insolvent under the Companies’ Creditors Arrangement Act (Canada), the Bankruptcy and Insolvency Act (Canada), the Winding-up and Restructuring Act (Canada) or any other bankruptcy, insolvency or analogous laws or ordering the winding up or liquidation of its affairs, or in the case of any U.S. Borrower or a Restricted Subsidiary organized under the laws of the United States of America, or any state or territory thereof, or Washington, D.C., the United States Bankruptcy Code 11 U.S.C. § 101 et seq., or in the case of the Australian Borrower or a Restricted Subsidiary organized under the laws of Australia, it is unable to pay its debts when they fall due or it is (or states that it is) an insolvent under administration or insolvent (each as defined in the Australian Corporations Act) or, as a result of the operation of Section 459F(1) of the Australian Corporations Act, it is taken to have failed to comply with a statutory demand; provided that any plan of arrangement under the Business Corporations Act (Ontario), the Business Corporations Act (Alberta) or the Canada Business Corporations Act or any analogous statute, whether foreign or domestic, consummated in compliance with Section 10.2(1)(k) shall not constitute an Event of Default under this Section 12.1(1)(f);

(g)

Idem: if any case, proceeding or other action shall be instituted in any court of competent jurisdiction against any Borrower or Restricted Subsidiary, seeking in respect of it an adjudication in bankruptcy, reorganization, concurso preventivo, acuerdo preventivo extrajudicial, dissolution, winding up, liquidation, a composition, proposal or arrangement of creditors’ rights, a readjustment of debts, the appointment of trustee in bankruptcy, receiver, receiver and manager, interim receiver, custodian, sequestrator, síndico, liquidador (or in the case of any U.S. Borrower or a Restricted Subsidiary organized under the laws of the United States of America, or any state or territory thereof, or Washington, D.C., the United States Bankruptcy Code, or in the case of the Australian Borrower or a Restricted Subsidiary organized under the laws of Australia, an administrator or other Controller or other person with similar powers with respect to any Borrower or Restricted Subsidiary) or all or substantially all of its assets, or any other like relief in respect of any Borrower or Restricted Subsidiary under any bankruptcy or insolvency law and such case, proceeding or other action results in an entry of an order for such relief or any such adjudication or appointment, which is not stayed or dismissed within 30 days; provided that any plan of arrangement under the Business Corporations Act (Ontario), the Business Corporations Act (Alberta) or the Canada Business Corporations Act or any analogous statute, whether foreign or domestic, consummated in compliance with Section 10.2(1)(k) shall not constitute an Event of Default under this Section 12.1(1)(g);

(h)

Voluntary Insolvency: if any Borrower or Restricted Subsidiary makes any assignment in bankruptcy or makes any other assignment for the benefit of creditors, files, or consents by answer or otherwise to the filing against it of, a petition for relief, concurso preventivo, or seeks consent to approve an acuerdo preventivo extrajudicial, makes any proposal under the Bankruptcy and Insolvency Act (Canada) or any comparable law, seeks relief under the Companies’ Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada) or any other bankruptcy, insolvency or analogous law, files a petition or proposal to take advantage of any act of insolvency, consents to or acquiesces in the appointment of a trustee in bankruptcy, receiver, receiver and manager, interim receiver, custodian, sequestrator, síndico, liquidador, or in the case of any U.S. Borrower or a Restricted Subsidiary organized under the laws of the United States of America, or any state or territory thereof, or Washington, D.C., the United States Bankruptcy Code, or in the case of the Australian Borrower or a Restricted Subsidiary organized under the laws of Australia, an administrator or other Controller or other person with similar powers of itself or all or substantially all of its assets, or files a petition or otherwise commences any

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proceeding seeking any reorganization, arrangement of creditors’ rights (where any Borrower or Restricted Subsidiary is the subject of such arrangement), composition, administration or readjustment under any applicable bankruptcy, insolvency, moratorium, reorganization or other similar law affecting creditors’ rights or consents to, or acquiesces in, the filing of such assignment, proposal, relief, petition, proposal, appointment or proceeding; provided that any plan of arrangement under the Business Corporations Act (Ontario), the Business Corporations Act (Alberta) or the Canada Business Corporations Act or any analogous statute, whether foreign or domestic, consummated in compliance with Section 10.2(1)(k) shall not constitute an Event of Default under this Section 12.1(1)(h);

(i)

Dissolution: except as permitted by Section 10.2(1)(c) or 10.2(1)(k), if proceedings are commenced for the dissolution, liquidation or winding up of any Borrower or Restricted Subsidiary unless such proceedings are being actively and diligently contested in good faith to the satisfaction of the Majority of the Lenders;

(j)

Security Realization: if creditors of any Borrower or Restricted Subsidiary having a Security Interest against or in respect of the property and assets thereof, or any part thereof, realize upon or enforce any such security against such property and assets or any part thereof having an aggregate fair market value in excess of the Threshold Amount and such realization or enforcement shall continue in effect and not be released, discharged or stayed within the lesser of 30 days and the period of time prescribed under Applicable Laws for the completion of the sale of or realization against the assets subject to such seizure or attachment;

(k)

Seizure: if property and assets of any Borrowers and Restricted Subsidiaries or any part thereof having an aggregate fair market value in excess of the Threshold Amount are seized or otherwise attached by anyone pursuant to any legal process or other means, including, without limitation, distress, execution or any other step or proceeding with similar effect and such attachment, step or other proceeding shall continue in effect and not be released, discharged or stayed within the lesser of 30 days and the period of time prescribed under Applicable Laws for the completion of the sale of or realization against the assets subject to such seizure or attachment;

(l)

Judgment: if one or more final judgments, decrees or orders (after available appeals have been exhausted) for an aggregate amount in excess of the Threshold Amount shall be awarded against any Borrower or Restricted Subsidiary and such Borrower or Restricted Subsidiary, as applicable, has not provided security (to the Agent, the applicable court that rendered such judgment, the judgment creditor or an agent or trustee for one of the foregoing) for any of such judgments, decrees or orders or caused such judgment decree or order to be satisfied or stayed within 30 days of such judgment, decree or order being awarded;

(m)

Payment Cross Default: if any Borrower or Restricted Subsidiary (or any combination thereof) defaults in the payment when due (whether at maturity, upon acceleration, or otherwise) of Debt or Financial Instrument Obligations (excluding any Default or Event of Default arising as a result of a breach of or default under the Enerflex NPA that results from the Transactions) in an aggregate amount in excess of the Threshold Amount unless such default has been remedied or waived in accordance with the provisions of the relevant indentures, credit agreements, instruments or other agreement evidencing such Debt or Financial Instrument Obligations;

(n)

Event Cross Default: if a default, event of default or other similar condition or event (however described) in respect of any Borrower or Restricted Subsidiary (or any combination thereof) occurs or exists (and is continuing) under any indentures, credit agreements, agreements or other instruments evidencing or relating to Debt or Financial

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Instrument Obligations (individually or collectively) (excluding any Default or Event of Default arising as a result of a breach of or default under the Enerflex NPA that results from the Transactions) in an aggregate amount in excess of the Threshold Amount and such default, event or condition has resulted in such Debt or Financial Instrument Obligations becoming, or becoming capable at such time of being declared, due and payable thereunder before it would otherwise have been due and payable;

(o)

Cease to Carry on Business: if any Borrower or Restricted Subsidiary ceases to carry on business other than as expressly permitted pursuant to Sections 10.2(1)(c) and 10.2(1)(k);

(p)

Change of Control:

(i)

if a Change of Control referenced in subparagraph (a) or (c) of the definition thereof occurs; or

(ii)

if a Change of Control referenced in subparagraph (b) of the definition thereof occurs and, in the opinion of the Lenders (acting reasonably) such Change of Control would reasonably be expected to have a Material Adverse Effect;

(q)

Lender Financial Instruments: if a Financial Instrument Demand for Payment has been delivered to the Canadian Borrower or any Restricted Subsidiary and the Canadian Borrower or such Restricted Subsidiary fails to make payment thereunder within (i) in respect of amounts of Cdn.$500,000 (or the Equivalent Amount thereof) or more, five (5) Banking Days and (ii) in respect of amounts of less than Cdn.$500,000 (or the Equivalent Amount thereof), 10 Banking Days;

(r)

Invalidity: if, other than as a result of an act or omission of the Agent or any Lender, (i) any Document or any material provision thereof shall at any time for any reason cease to be in full force and effect, be declared to be void or voidable (and the same is not forthwith effectively rectified or replaced by the Canadian Borrower) or shall be repudiated, (ii) except where the same results from the invalidity or unenforceability of the CAIA or an act of omission of the Collateral Agent or any of the Secured Parties (as defined in the CAIA), any Lien created by any Security ceases to have the priority contemplated in the Documents (and the same is not effectively remedied by the Canadian Borrower within 30 days after the Agent notifies the Canadian Borrower of the same), (iii) the validity or enforceability of any Document shall at any time be contested by a Loan Party, (iv) any Loan Party shall deny that it has any or any further liability or obligation under any Document, or (v) at any time it shall be unlawful or impossible for any Loan Party to perform any of its obligations under any Document; or

(s)

ERISA Event: if an ERISA Event shall have occurred that, in the opinion of the Majority of the Lenders, when taken together with all other ERISA Events that have occurred, has resulted in or would reasonably be expected to result in a Material Adverse Effect.

(2)

Notwithstanding Sections 12.1(1)(c), 12.1(1)(d) and 12.1(1)(e), any breach of the representations and warranties in Section 9.1(1)(f) or 9.1(1)(g) or the covenants in Section 10.2(1)(b), 10.2(1)(e) or 10.2(1)(f) that arises solely as a result of a fluctuation in a currency exchange rate shall be deemed to not constitute a Default or an Event of Default.

12.2

Acceleration

(1)	If any Event of Default shall occur and for so long as it is continuing:

(a)

the entire principal amount of all Loans then outstanding from the Borrowers and all accrued and unpaid interest thereon,

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(b)

an amount equal to the face amount at maturity of all Bankers’ Acceptances issued by the Canadian Borrower which are unmatured,

(c)

an amount equal to the maximum amount then available to be drawn under all unexpired Letters of Credit, Canadian Letters of Credit and Australian Letters of Credit, and

(d)

all other Obligations outstanding hereunder,

shall, at the option of the Agent in accordance with Section 15.11 or upon the request of a Majority of the Lenders, become immediately due and payable upon written notice to that effect from the Agent to the Canadian Borrower (on behalf of the Canadian Borrower and each other Borrower), all without any other notice and without presentment, protest, demand, notice of dishonour or any other demand whatsoever (all of which are hereby expressly waived by the Borrowers); provided that, upon the occurrence of an Event of Default specified in Section 12.1(1)(f), 12.1(1)(g) or 12.1(1)(h), such amounts shall automatically become due and payable without any requirement that notice be delivered to any Borrower. In any such event, if the Borrowers do not immediately pay all such amounts upon receipt of such notice (or upon such amounts automatically becoming due and payable, as the case may be), either the Lenders (in accordance with the proviso in Section 15.11(1)) or the Agent or the Collateral Agent on their behalf may, in their discretion, exercise any right or recourse and/or proceed by any action, suit, remedy or proceeding against the Borrowers authorized or permitted by law for the recovery of all the indebtedness and liabilities of the Borrowers to the Lenders and proceed to exercise any and all rights hereunder and under the other Documents and no such remedy for the enforcement of the rights of the Lenders shall be exclusive of or dependent on any other remedy but any one or more of such remedies may from time to time be exercised independently or in combination.

12.3

Conversion on Default

Upon the occurrence and during the continuance of an Event of Default, the Agent, on behalf of the Lenders, or the Canadian Operating Facility Lender, as applicable, may convert, at the Equivalent Amount, if applicable, (a) any outstanding Loan (other than a Letter of Credit) under the Syndicated Facility or the Canadian Operating Facility to a Canadian Prime Rate Loan or a U.S. Base Rate Loan (at the Equivalent Amount, if applicable) and (b) any outstanding Loan under the TLA Facility to a U.S. Base Rate Loan. Interest shall accrue on each such Loan at the rate specified in Article 5 with interest on all overdue interest at the same rate, such interest to be calculated daily and payable on demand.

12.4

Remedies Cumulative and Waivers

For greater certainty, it is expressly understood and agreed that the rights and remedies of the Lenders, the Agent and the Collateral Agent hereunder or under any other Document are cumulative and are in addition to and not in substitution for any rights or remedies provided by law or by equity; and any single or partial exercise by the Lenders or by the Agent or the Collateral Agent of any right or remedy for a default or breach of any term, covenant, condition or agreement contained in this Agreement or other Document shall not be deemed to be a waiver of or to alter, affect or prejudice any other right or remedy or other rights or remedies to which any one or more of the Lenders and the Agent or the Collateral Agent may be lawfully entitled for such default or breach. Any waiver by, as applicable, the Majority of the Lenders, the Lenders or the Agent of the strict observance, performance or compliance with any term, covenant, condition or other matter contained herein and any indulgence granted, either expressly or by course of conduct, by, as applicable, the Majority of the Lenders, the Lenders or the Agent shall be effective only in the specific instance and for the purpose for which it was given and shall be deemed not to be a waiver of any rights and remedies of the Lenders or the Agent under this Agreement or any other Document as a result of any other default or breach hereunder or thereunder.

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12.5

Termination of Lenders’ Obligations

The occurrence of a Default or Event of Default shall relieve the Lenders of all obligations to provide any further Drawdowns, Rollovers or Conversions to each Borrower hereunder (but only for so long as such Default or Event of Default is continuing); provided that the foregoing shall not prevent the Lenders or the Agent from disbursing money or effecting any Conversion which, by the terms hereof, they are entitled to effect, or any Conversion or Rollover requested by a Borrower and acceptable to the Lenders and the Agent.

12.6

Acceleration of All Lender Obligations

(1)	If a Lender or a Hedging Affiliate has delivered a Financial Instrument Demand for Payment to the Canadian Borrower or a Restricted Subsidiary, then it shall promptly notify the Agent and other Lenders thereof.

(2)

If an Acceleration Notice has been delivered to a Borrower, then, to the extent that it is not already the case, all Obligations, all Financial Instrument Obligations under Lender Financial Instruments and all Bank Product Obligations shall be immediately due and payable and each Lender, Hedging Affiliate, Bank Product Affiliate and the Agent shall (and shall be entitled to) promptly, and in any event within three (3) Banking Days of receipt of notice of the foregoing, deliver such other Demands for Payment and notices as may be necessary to ensure that all Obligations, Financial Instrument Obligations under Lender Financial Instruments and Bank Product Obligations are thereafter due and payable under this Agreement, the Bank Products and the Lender Financial Instruments.

(3)

Each agreement, indenture, instrument or other document evidencing or relating to a Bank Product or Lender Financial Instrument shall, notwithstanding any provision thereof to the contrary, be deemed to be hereby amended to allow and permit the Lender which is a party thereto to comply with the provisions of this Section 12.6.

12.7

Application and Sharing of Payments Following Acceleration

(1)

Except as otherwise agreed to by all of the Lenders in their sole discretion and subject to the terms of the CAIA, all monies and property received by the Lenders for application in respect of the Obligations, the Bank Product Obligations and the Financial Instrument Obligations under Lender Financial Instruments subsequent to the Adjustment Time and all monies received as a result of a realization upon the Subsidiary Guarantees and the Parent Guarantee (collectively, the “Realization Proceeds”) shall be applied and distributed to the Lenders and the Agent in the order and manner set forth below:

(a)

firstly, distributed proportionately to the Lenders and the Agent in accordance with amounts owing to each Lender and the Agent on account of the reasonable properly documented costs and expenses of enforcement and realization upon the Subsidiary Guarantees and the Parent Guarantee and the Security; and

(b)

secondly, distributed Rateably to the Lenders, the Bank Product Affiliates and Hedging Affiliates on account of the Obligations, the Bank Product Obligations and the Financial Instrument Obligations under Lender Financial Instruments;

and the balance of the Realization Proceeds (if any) shall be paid to the Borrowers or otherwise as may be required by law.

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12.8

Calculations as at the Adjustment Time

For the purposes of this Agreement, if a Financial Instrument Demand for Payment has been delivered, then any amount which is payable by the Canadian Borrower or a Subsidiary (except a Project Finance SPV) under such Lender Financial Instrument in settlement of obligations arising thereunder as a result of the early termination of the Lender Financial Instrument shall be deemed to have become payable at the time of delivery of such Financial Instrument Demand for Payment notwithstanding that the amount payable by the Canadian Borrower or a Subsidiary is to be subsequently calculated and notice thereof given to the Canadian Borrower or such Subsidiary in accordance with such Lender Financial Instrument.

12.9

Sharing Repayments

Each Lender agrees that, subsequent to the Adjustment Time, it will at any time and from time to time upon the request of the Agent purchase undivided participations in the Obligations owing under the Syndicated Facility and make any other adjustments which may be necessary or appropriate in order that Obligations under the Syndicated Facility which remain outstanding to each Lender are thereafter outstanding proportionately to the aggregate outstanding Obligations under the Syndicated Facility owing to all Lenders. The Borrowers agree to do, or cause to be done (whether by a Borrower or its Subsidiaries, but excluding any Project Finance SPV), all things reasonably necessary or appropriate to give effect to any and all purchases and other adjustments by and between the Lenders pursuant to this Section. For certainty, subject to the Adjustment Time, all Realization Proceeds will be distributed pursuant to Section 12.7.

12.10

Pro Rata Obligations

After all Obligations are declared by the Agent to be due and payable pursuant to Section 12.2, each Lender agrees that (a) it will at any time or from time to time thereafter at the request of the Agent as required by any other Lender, purchase at par on a non-recourse basis a participation in the Outstanding Principal owing to each of the other Lenders under each of the Credit Facilities and make any other adjustments as are necessary or appropriate, in order that the Outstanding Principal owing to each of the Lenders under each of the Credit Facilities, as adjusted pursuant to this Section 12.10, will be in the same proportion as each Lender’s individual aggregate Commitments under each of the Credit Facilities was to the overall aggregate Commitments of all Lenders under the Credit Facilities immediately prior to the Event of Default resulting in such declaration and (b) the amount of any repayment made by or on behalf of the Canadian Borrower and the Subsidiaries under the Documents or any proceeds received by the Agent or the Lenders in connection therewith will be applied by the Agent in a manner such that to the extent possible the amount of the Outstanding Principal owing to each Lender under each of the Credit Facilities after giving effect to such application will be in the same proportion as each Lender’s individual aggregate Commitments under the Credit Facilities were to the overall aggregate Commitments of all Lenders under the Credit Facilities immediately prior to the Event of Default resulting in such declaration.

ARTICLE 13

CHANGE OF CIRCUMSTANCES

13.1

Market Disruption Respecting SOFR Loans and BBSY Loans

(1)	Subject to Section 13.7, in the event that at any time subsequent to the giving of a Drawdown Notice, Rollover Notice or Conversion Notice to the Agent or the Canadian Operating Facility Lender, as applicable, by a North American Borrower with regard to any requested SOFR Loan:

(a)

the Agent determines (acting reasonably) that Adjusted Term SOFR cannot be determined pursuant to the definition thereof;

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(b)

the Agent determines (acting reasonably) that the making or continuing of the requested SOFR Loan has been made impracticable by the occurrence of an event which materially adversely affects the bank funding market generally; or

(c)

the greater of Lenders holding at least 33% of the Commitments of all Lenders hereunder notify the Agent in writing that such Lenders have determined (acting reasonably) that Adjusted Term SOFR no longer represents the effective cost of capital to such Lenders in the United States Dollar bank market for the relevant Interest Period,

then the Agent shall give notice thereof to the Canadian Borrower (on behalf of each of the North American Borrowers) as soon as possible after such determination (and the Agent shall, in turn, give notice thereof to the other applicable Lenders) and the applicable North American Borrower shall, within one Banking Day after receipt by the Canadian Borrower of such notice and in replacement of the Drawdown Notice, Rollover Notice or Conversion Notice, as the case may be, previously given by the applicable Borrower, give the Agent or the Canadian Operating Facility Lender, as applicable, a Drawdown Notice or a Conversion Notice, as the case may be, which specifies the Drawdown of any other Loan or the Conversion of the relevant SOFR Loan on the last day of the applicable Interest Period into any other Loan which would not be affected by the notice from such Lender pursuant to this Section 13.1(1). In the event the applicable North American Borrower fails to give, if applicable, a valid replacement Conversion Notice with respect to the maturing SOFR Loans which were the subject of a Rollover Notice, such maturing SOFR Loans, shall be converted on the last day of the applicable Interest Period, as applicable, into U.S. Base Rate Loans as if a Conversion Notice had been given to the Agent or the Canadian Operating Facility Lender, as applicable, by the applicable Borrower pursuant to the provisions hereof. In the event the applicable North American Borrower fails to give, if applicable, a valid replacement Drawdown Notice with respect to a Drawdown originally requested by way of a SOFR Loan, then such Borrower shall be deemed to have requested a Drawdown by way of a U.S. Base Rate Loan in the amount specified in the original Drawdown Notice, in each case, on the originally requested Drawdown Date, the applicable Lenders (subject to the other provisions hereof) shall make available the requested amount by way of a U.S. Base Rate Loan. In the event that a Lender gives the aforementioned notice, such Lender shall provide notice to the Canadian Borrower (on behalf of each of the North American Borrowers) and the Agent promptly following its determination that the circumstances prompting the delivery of such notice no longer affects its ability to offer SOFR Loans and the Agent shall in turn promptly give notice thereof to the other applicable Lenders, following which the North American Borrowers shall be free to avail themselves of Drawdowns of SOFR Loans in accordance with the terms hereof.

(2)

In the event that at any time subsequent to the giving of a Drawdown Notice, Conversion Notice or Rollover Notice to the Australian Operating Facility Lender by the Australian Borrower with regard to any requested BBSY Loan the Australian Operating Facility Lender (acting reasonably) makes a determination, which shall be conclusive and binding upon the Australian Borrower, that:

(a)

no Screen Rate (as defined in the definition of “BBSY”) is available for Australian dollars for the relevant Interest Period; or

(b)

as a result of market circumstances not limited to the Australian Operating Facility Lender, the cost to the Australian Operating Facility Lender of funding any BBSY Loan (from whatever source it may reasonably select) would be in excess of BBSY,

then the applicable interest rate on such BBSY Loan payable under Section 5.4 shall be deemed to be the Applicable Pricing Rate (applicable for BBSY Loans) plus:

(c)

in the case of paragraph (a), the Interpolated Screen Rate (as defined below) for a period equal in length to the relevant Interest Period, except where the Interest Period is less than the shortest period published for BBSY, in which case it will be BBSY for the shortest period published for BBSY; or

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(d)

if it is not possible to calculate the Interpolated Screen Rate (as defined below), or for the purposes of paragraph (c) above, the Cost of Funds (as defined below).

In this Section 13.1(2):

(a)

“Interpolated Screen Rate” means, in relation to any BBSY Loan, the rate which results from interpolating on a linear basis between:

(i)

BBSY for the longer period (for which BBSY is available) which is less than the Interest Period of the BBSY Loan; and

(ii)

BBSY for the shortest period (for which BBSY is available) which exceeds the Interest Period of the BBSY Loan,

each as of 11:00 a.m. (Sydney time) on the first day of the relevant Interest Period; and

(b)

“Cost of Funds” means the rate notified to the Australian Borrower by the Australian Operating Facility Lender to be that which expresses as a percentage per annum the cost to the Australian Operating Facility Lender of funding the relevant BBSY Loan from whatever source it may reasonably select, such rate to be notified as soon practicable and in any event before any interest is due to be paid in respect of the applicable Interest Period.

(c)

If Section 13.1(2)(b) applies, the and the Australian Operating Facility Lender or the Australian Borrower so requires, the Australian Operating Facility Lender and the Australian Borrower shall enter into negotiations (for a period of not more than 30 days or such longer period of time as may be agreed to between the Australian Operating Facility Lender and the Australian Borrower) with a view to agreeing a substitute basis for determining the rate of interest to apply for BBSY Loans. Any alternative basis agreed pursuant to this paragraph (3) shall, with the prior consent of the Australian Operating Facility Lender and the Australian Borrower, be binding on all parties

13.2

Market Disruption Respecting Bankers’ Acceptances

(1)

If:

(a)

the Agent or the Canadian Operating Facility Lender (each acting reasonably), as applicable, makes a determination, which determination shall be conclusive and binding upon the Canadian Borrower, and notifies the Canadian Borrower that there no longer exists an active market for bankers’ acceptances accepted by the Syndicated Facility Lenders or the Canadian Operating Facility Lender, respectively; or

(b)

the Agent is advised by the Lenders holding at least 33% of the Commitments of all Lenders hereunder by written notice (each, a “Lender BA Suspension Notice”) that such Lenders have determined (acting reasonably) that the BA Discount Rate will not or does not accurately reflect the cost of funds of such Lenders or the discount rate which would be applicable to a sale of Bankers’ Acceptances accepted by such Lenders in the market;

then:

(c)

the right of the Canadian Borrower to request Bankers’ Acceptances or BA Equivalent Advances from any applicable Lender shall be suspended until the Agent or the Canadian Operating Facility Lender, as applicable, determines that the circumstances causing such suspension no longer exist, and so notifies the Canadian Borrower and the applicable Lenders;

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(d)

any outstanding Drawdown Notice requesting a Loan by way of Bankers’ Acceptances or BA Equivalent Advances shall be deemed to be a Drawdown Notice requesting a Loan by way of Canadian Prime Rate Loans in the amount specified in the original Drawdown Notice;

(e)

any outstanding Conversion Notice requesting a Conversion of a Loan by way of Bankers’ Acceptances or BA Equivalent Advances shall be deemed to be a Conversion Notice requesting a Conversion of such Loan into a Loan by way of Canadian Prime Rate Loans; and

(f)

any outstanding Rollover Notice requesting a Rollover of a Loan by way of Bankers’ Acceptances or BA Equivalent Advances, shall be deemed to be a Conversion Notice requesting a Conversion of such Loans into a Loan by way of Canadian Prime Rate Loans.

The Agent or the Canadian Operating Facility Lender, as applicable, shall promptly notify the Canadian Borrower (and, in respect of the Syndicated Facility, the applicable Lenders) of any suspension of the Canadian Borrower’s right to request the Bankers’ Acceptances or BA Equivalent Advances and of any termination of any such suspension. A Lender BA Suspension Notice shall be effective upon receipt of the same by the Agent if received prior to 2:00 p.m. (Toronto time) on a Banking Day and if not, then on the next following Banking Day, except in connection with an outstanding Drawdown Notice, Conversion Notice or Rollover Notice, in which case the applicable Lender BA Suspension Notice shall only be effective with respect to such outstanding Drawdown Notice, Conversion Notice or Rollover Notice if received by the Agent prior to 2:00 p.m. (Toronto time) two (2) Banking Days prior to the proposed Drawdown Date, Conversion Date or Rollover Date (as applicable) applicable to such outstanding Drawdown Notice, Conversion Notice or Rollover Notice, as applicable.

In the event that a Lender gives a Lender BA Suspension Notice, such Lender shall provide notice to the Canadian Borrower and the Agent promptly following its determination that the circumstances prompting the delivery of such notice no longer affects its ability to sell Bankers’ Acceptances and the Agent shall in turn promptly give notice thereof to the other applicable Lenders, following which the Canadian Borrower shall be free to request Bankers’ Acceptances or BA Equivalent Advances in accordance with the terms hereof.

13.3

Change in Law

(1)

If the adoption of any applicable law, regulation, treaty or official directive (whether or not having the force of law but nevertheless binding on a Lender) or any change therein or in the interpretation or application thereof by any court or by any Governmental Authority or any other entity charged with the interpretation or administration thereof or compliance by a Lender with any request or direction (whether or not having the force of law but nevertheless binding on such Lender) of any such authority or entity in each case after the Effective Date:

(a)

subjects such Lender to, or causes the withdrawal or termination of a previously granted exemption with respect to, any Taxes (other than Taxes on such Lender’s overall income or capital or franchise taxes), or changes the basis of taxation of payments due to such Lender, or increases any existing Taxes (other than Taxes on such Lender’s overall income or capital or franchise taxes) on payments of principal, interest or other amounts payable by a Borrower to such Lender under this Agreement;

(b)

imposes, modifies or deems applicable any reserve, liquidity, special deposit, regulatory or similar requirement against assets or liabilities held by, or deposits in or for the account of, or loans by such Lender, or any acquisition of funds for loans or commitments to fund loans or obligations in respect of undrawn, committed lines of credit or in respect of Bankers’ Acceptances accepted by such Lender;

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(c)

imposes on such Lender or requires there to be maintained by such Lender any additional capital adequacy or additional capital requirements (including, without limitation, a requirement which affects such Lender’s allocation of capital resources to its obligations) in respect of any Loan or obligation of such Lender hereunder, or any other condition with respect to this Agreement; or

(d)

directly or indirectly affects the cost to such Lender of making available, funding or maintaining any Loan or otherwise imposes on such Lender any other condition or requirement affecting this Agreement or any Loan or any obligation of such Lender hereunder;

and the result of (a), (b), (c) or (d) above, in the sole determination of such Lender acting in good faith, is:

(e)

to increase the cost to such Lender of performing its obligations hereunder with respect to any Loan;

(f)

to reduce any amount received or receivable by such Lender hereunder or its effective return hereunder or on its capital in respect of any Loan or any Credit Facility;

(g)

to reduce the standby fees payable pursuant to Section 5.8; or

(h)

to cause such Lender to make any payment with respect to or to forego any return on or calculated by reference to, any amount received or receivable by such Lender hereunder with respect to any Loan or any Credit Facility;

such Lender shall determine that amount of money which shall compensate the Lender for such increase in cost, payments to be made or reduction in income or return or interest foregone (herein referred to as “Additional Compensation”). Upon a Lender having determined that it is entitled to Additional Compensation in accordance with the provisions of this Section, the Lender shall promptly so notify the Canadian Borrower (on behalf of each of the Borrowers) and the Agent. The relevant Lender shall provide the Canadian Borrower (on behalf of each of the Borrowers) and the Agent with a photocopy of the relevant 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, in reasonable detail, the Additional Compensation and the basis of calculation therefor, which shall be conclusive evidence of such Additional Compensation in the absence of manifest error. The applicable Borrower shall pay to such Lender within 10 Banking Days of the giving of such notice such Lender’s Additional Compensation. 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 are then applicable notwithstanding that any Lender has previously been paid any Additional Compensation.

(2)

Each Lender agrees that it will not claim Additional Compensation from a Borrower under Section 13.3(1) if it is not generally claiming similar compensation from its other customers in similar circumstances or in respect of any period greater than 3 months prior to the delivery of notice in respect thereof by such Lender, unless, in the latter case, the adoption, change or other event or circumstance giving rise to the claim for Additional Compensation is retroactive or is retroactive in effect.

13.4

Prepayment of Portion

In addition to the other rights and options of the Borrowers hereunder and notwithstanding any contrary provisions hereof, if a Lender gives the notice provided for in Section 13.3 with respect to any Loan (an “Affected Loan”), the applicable Borrower may, upon 2 Banking Days’ notice to that effect given to such Lender and the Agent (which notice shall be irrevocable), prepay in full without

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penalty such Lender’s Rateable Portion of the Affected Loan outstanding together with accrued and unpaid interest on the principal amount so prepaid up to the date of such prepayment, such Additional Compensation as may be applicable to the date of such payment and all costs, losses 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 Affected Loan or any part thereof on other than the last day of the applicable Interest Period, and upon such payment being made that Lender’s obligations to make such Affected Loans to such Borrower under this Agreement shall terminate.

13.5

Illegality

If a Lender determines, in good faith, that (a) other than in respect of Sanctions Regulations or Lender Sanctions Regulations, the adoption of any applicable law, regulation, treaty or official directive (whether or not having the force of law but nevertheless binding on such Lender) or any change therein or in the interpretation or application thereof by any court or by any Governmental Authority or any other entity charged with the interpretation or administration thereof or compliance by a Lender or its Lender Parent with any request or direction (whether or not having the force of law) of any such authority or entity, now or hereafter makes it unlawful or prohibited for any Lender to, or for its Lender Parent to permit such Lender to, make, fund or maintain a Loan under any Credit Facility under which it is a Lender or to give effect to its obligations in respect of such a Loan, or (b) the making, funding, maintaining or continuance of any Loan or the performance by a Lender of its obligations under this Agreement becomes unlawful as a consequence of any Sanctions Regulations or Lender Sanctions Regulations, such Lender may, by written notice thereof to the Canadian Borrower (on behalf of each of the Borrowers) and to the Agent (an “Illegality Notice”) declare its obligations under this Agreement in respect of such Loan to be terminated whereupon the same shall forthwith terminate, and the applicable 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 (i) effect a Conversion of such Loan in accordance with the provisions hereof (if such Conversion would resolve the unlawfulness or impossibility), (ii) prepay the principal of such Loan (including by providing cash collateral in respect of outstanding Letters of Credit, Canadian Letters of Credit and Australian Letters of Credit in accordance with the provisions hereof) together with accrued interest, such Additional Compensation as may be applicable with respect to such Loan to the date of such payment and all costs, losses and expenses incurred by the Lenders 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 Loan or any part thereof on other than the last day of the applicable Interest Period or (iii) in the case of a Letter of Credit, Canadian Letters of Credit or Australian Letter of Credit, take any other necessary steps and actions with respect thereto in order to avoid the unlawfulness or impossibility. 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 and the Agent, acting reasonably, 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 Borrowers hereunder, such Lender shall only declare its obligations under that portion so terminated. Notwithstanding the foregoing, if an Illegality Notice asserts the illegality of such Lender making or maintaining U.S. Base Rate Loans as a result of the interest rate in respect of such Loans being determined by reference to the Adjusted Term SOFR component of the U.S. Base Rate, the interest rate on which U.S. Base Rate Loans of such Lender are determined shall, if necessary to avoid such illegality, be determined by the Agent without reference to the Adjusted Term SOFR component of the U.S. Base Rate until such affected Lender notifies the Borrowers and the Agent that the circumstances giving rise to such determination no longer exist.

If any Lender determines, acting reasonably, that any Applicable Law makes or has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender to hold or benefit from a Security Interest over real property pursuant to any law of the United States of America (or any State thereof), such Lender may notify the Agent in writing and disclaim any of its right to, or benefit of, such Security Interest to the extent of such illegality; provided that, such determination or disclaimer shall not invalidate, render unenforceable or otherwise impact in any manner whatsoever such Security Interest with regard to any of the other Secured Parties and the same shall not result in an Event of Default.

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13.6

Mitigation Obligations

If any Lender requires Additional Compensation, requires a Borrower to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 8.5, or terminates its obligations hereunder pursuant to Section 13.5, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its obligations hereunder to another of its offices, branches or affiliates, if, in the judgement of such Lender, such designation or assignment (a) would eliminate or reduce any Additional Compensation payable hereunder or any additional amount payable in accordance with Section 8.5 or eliminate the event giving rise to the termination of such Lender’s obligations pursuant to Section 13.5, as the case may be, in the future and (b) would not subject such Lender to any unreimbursed cost or expenses and would not otherwise be disadvantageous to the Lender. Each Borrower agrees to pay all properly documented reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

13.7

Benchmark Replacement

(1)	Benchmark Replacement

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

(2)	Benchmark Replacement Conforming Changes

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

(3)	Notices; Standards for Decisions and Determinations

The Agent will promptly notify the Canadian Borrower (on behalf of each of the Borrowers) and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Canadian Borrower (on behalf of each of the

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Borrowers) of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 13.7(4) or (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 13.7, 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 presumed correct and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Document, except, in each case, as expressly required pursuant to this Section 13.7.

(4)	Unavailability of Tenor of Benchmark

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

(5)	Benchmark Unavailability Period

Upon the Canadian Borrower’s receipt (on behalf of each of the Borrowers) of notice of the commencement of a Benchmark Unavailability Period, each applicable Borrower may revoke any requested Drawdown of, Conversion to or Rollover of a SOFR Loans to be made during any Benchmark Unavailability Period and, failing that, the applicable Borrower will be deemed to have converted any such request into a request for an Advance of or conversion to U.S. Base Rate Loans. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of U.S. Base Rate based upon the then- current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of U.S. Base Rate.

(6)	Definitions

For the purposes of this Section 13.7:

“Adjusted Daily Simple SOFR” means, for any day, an interest rate per annum equal to (a) the Daily Simple SOFR for such day plus (b) the Daily Simple SOFR Adjustment; provided that, if Adjusted Daily Simple SOFR as so determined shall ever be less than the Floor on any day, then the Adjusted Daily Simple SOFR shall be deemed to be the Floor for such day for the purposes of this Agreement.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (a) if such Benchmark is a term rate, any tenor for such Benchmark that is or may be used for determining the length of an Interest Period or (b) otherwise, any payment period for interest calculated with reference to such Benchmark (or any component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 13.7(4).

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“Benchmark” means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference 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 clause (1) of this Section 13.7.

“Benchmark Replacement” means with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by the Agent for the applicable Benchmark Replacement Date:

(a)

Adjusted Daily Simple SOFR; or

(b)

the sum of: (i) the alternate benchmark rate that has been selected by the Agent and the Canadian Borrower giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for United States Dollar-denominated syndicated credit facilities at such time and (ii) the related Benchmark Replacement Adjustment.

If the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor on any day, the Benchmark Replacement will be deemed to be the Floor on such day for the purposes of this Agreement.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then- current Benchmark with an 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 Canadian Borrower giving due consideration to (i) 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 and/or (ii) any evolving or then-prevailing market convention for 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 United States Dollar- denominated syndicated credit facilities at such time.

“Benchmark Replacement Date” means a date determined by the Agent, which date shall be no later than the earlier to occur of the following events with respect to the then-current Benchmark:

(a)

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

(b)

in the case of clause (c) 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 non-representative; provided, that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

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For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

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

(a)

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);

(b)

a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, the 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 (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

(c)

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 the period (if any) (x) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Document in accordance with this Section 13.7 and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Document in accordance with this Section 13.7.

“Conforming Changes” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “U.S. Base Rate,” the definition of “Banking Day,” the definition of “U.S. Government Securities Business Day,” the

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definition of “Interest Period” , the definition of “Interest Payment Date” or any similar or analogous definition, or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of this Section 13.7 and other technical, administrative or operational matters) that the Agent decides, acting reasonably, may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Agent in a manner substantially consistent with market practice (or, if the Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Agent decides, acting reasonably, is necessary in connection with the administration of this Agreement and the other Documents).

“Daily Simple SOFR” means, for any day, a rate per annum equal to SOFR for the day, with the conventions for this rate (which will include a lookback) being established by the Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided, that if the Agent decides that any such convention is not administratively feasible for the Agent, then the Agent may establish another convention in its discretion, acting reasonably, and in consultation with the Canadian Borrower.

“Daily Simple SOFR Adjustment” means, with respect to Daily Simple SOFR, 0.10% (10 basis points) per annum.

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

“IOSCO Principles” shall have the meaning set forth in Section 13.7(4).

“Relevant Governmental Body” means the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

13.8

CDOR Discontinuance

(1)

If at any time the Agent determines (which determination shall be presumed correct absent manifest error) that (a) the circumstances set forth in Section 13.2 have arisen and such circumstances are unlikely to be temporary or (b) the circumstances set forth in Section 13.2 have not arisen but the supervisor for the administrator of the CDOR Rate or a Governmental Authority having jurisdiction over the Agent has made a public statement identifying a specific date after which the CDOR Rate shall no longer be used for determining interest rates for loans (in each case, a “CDOR Discontinuance”), then the Agent and the Canadian Borrower shall negotiate in good faith to establish an alternate rate of interest to the CDOR Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for Bankers’ Acceptances made in Canada at such time. Upon an agreement being reached, such parties shall enter into an amendment to this Agreement to reflect such alternate rate of interest (a “CDOR Successor Rate”) and such other related changes to this agreement as may be applicable. Notwithstanding anything to the contrary in Section 13.2, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Agent shall not have received, within five (5) Banking Days of the date such amendment is provided to the Syndicated Facility Lenders, a written notice from any Lender stating that such Lender objects to such amendment.

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(2)

If no CDOR Successor Rate has been determined and a CDOR Discontinuance has occurred, the Agent will promptly so notify the Canadian Borrower. Thereafter, the obligation of the Syndicated Facility Lenders and the Canadian Operating Facility Lender to make or maintain Bankers’ Acceptances, shall be suspended. Upon receipt of such notice, the Canadian Borrower may revoke any pending request for a Drawdown of, Conversion to or Rollover of a Bankers’ Acceptance or, failing that, will be deemed to have converted such request into a request for an advance of Canadian Prime Rate Loans in the amount specified therein.

(3)	Notwithstanding anything else herein, any definition of the CDOR Successor Rate (exclusive of any margin) shall provide that in no event shall such CDOR Successor Rate be less than the Floor for the purposes of this Agreement.

(4)	For certainty, if no CDOR Successor Rate has been determined and either of the circumstances under Section 13.8(1) exist, the Canadian Prime Rate shall be determined without regard to paragraph (b) of the definition thereof.

13.9

BBSY Discontinuance

(1)

If at any time the Australian Operating Facility Lender determines (which determination shall be presumed correct absent manifest error) that (a) the circumstances set forth in Section 13.1(2) have arisen and such circumstances are unlikely to be temporary or (b) the circumstances set forth in Section 13.1(2) have not arisen but the supervisor for the administrator of BBSY or a Governmental Authority having jurisdiction over the Australian Operating Facility Lender has made a public statement identifying a specific date after which BBSY shall no longer be used for determining interest rates for loans (in each case, a “BBSY Discontinuance”), then the Australian Operating Facility Lender and the Canadian Borrower, on behalf of the Australian Borrower, shall negotiate in good faith to establish an alternate rate of interest to BBSY that gives due consideration to the then prevailing market convention for determining a rate of interest for BBSY Loans made in Australia at such time. Upon an agreement being reached, such parties and the Agent shall enter into an amendment to this Agreement to reflect such alternate rate of interest (a “BBSY Successor Rate”) and such other related changes to this agreement as may be applicable. Notwithstanding anything to the contrary in Section 13.1(2), such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Australian Operating Facility Lender and the Agent shall not have received, within five (5) Banking Days of the date such amendment is provided to the Syndicated Facility Lenders, a written notice from any Lender stating that such Lender objects to such amendment.

(2)

If no BBSY Successor Rate has been determined and a BBSY Discontinuance has occurred, the Agent, on behalf of the Australian Operating Facility Lender will promptly so notify the Canadian Borrower, on behalf of the Australian Borrower. Thereafter, the obligation of the Australian Operating Facility Lender to make or maintain BBSY Loans and Australian Overdraft Loans and issue Australian Letters of Credit, shall be suspended and any pending request for Drawdown of a BBSY Loan or an issuance of an Australian Letter of Credit shall be cancelled and, in connection therewith, the obligation of the Australian Borrower to pay to the Australian Operating Facility Lender standby fees in respect of the Australian Operating Facility pursuant to Section 5.8(3) hereof shall also be suspended and no such standby fee shall accrue thereon during such period of suspension.

(3)	Notwithstanding anything else herein, any definition of the BBSY Successor Rate (exclusive of any margin) shall provide that in no event shall such BBSY Successor Rate be less than the Floor for the purposes of this Agreement.

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ARTICLE 14

COSTS, EXPENSES AND INDEMNIFICATION

14.1

Costs and Expenses

Each Borrower shall pay promptly upon notice from the Agent all reasonable properly documented out-of-pocket costs and expenses of the Lenders and the Agent in connection with the Documents and the establishment and syndication of the applicable Credit Facilities, including in connection with preparation, printing, execution and delivery of this Agreement and the other Documents whether or not any Drawdown has been made hereunder, and also including, without limitation, the reasonable properly documented fees and out-of-pocket costs and expenses of Lenders’ Counsel with respect thereto (limited to one set of Lenders’ counsel per jurisdiction except as expressly set out below) and with respect to advising the Agent and the Lenders as to their rights and responsibilities under this Agreement and the other Documents. Except for ordinary expenses of the Lenders and the Agent relating to the day to day administration of this Agreement, the Borrowers further agree to pay within 30 days of demand by the Agent all reasonable properly documented out-of-pocket costs and expenses in connection with the preparation or review of waivers, consents and amendments pertaining to this Agreement, and in connection with the establishment of the validity and enforceability of this Agreement and the preservation or enforcement of rights of the Lenders and the Agent under this Agreement and other Documents, including, without limitation, all reasonable properly documented out-of-pocket costs and expenses sustained by the Lenders and the Agent as a result of any failure by a Borrower to perform or observe any of its obligations hereunder or in connection with any action, suit or proceeding (whether or not an Indemnified Party is a party or subject thereto), together with interest thereon from and after such 30th day if such payment is not made by such time. The legal costs of the Agent and the Lenders payable by the Borrowers pursuant to this Section shall be limited to one set of Lenders’ counsel per jurisdiction.

14.2

General Indemnity

(1)

In addition to any liability of the Borrowers to any Lender or the Agent under any other provision hereof, each Borrower shall indemnify each Indemnified Party and hold each Indemnified Party harmless against any losses, claims, costs, damages or liabilities (including, without limitation, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable properly documented out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of or in connection with the Credit Facilities or the Documents, including, without limitation, as a result of or in connection with:

(a)

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 any Bankers’ Acceptance or to fund or maintain any Loan as a result of a Borrower’s failure to complete a Drawdown or to make any payment, repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder;

(b)

subject to permitted or deemed Rollovers and Conversions, the Canadian Borrower’s failure to provide for the payment to the Agent, for the account of the Lenders, or to the Canadian Operating Facility Lender, as applicable, of the full principal amount of each Bankers’ Acceptance on its maturity date;

(c)

a 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 Borrowers hereunder for overdue amounts);

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(d)

the Canadian Borrower’s repayment or prepayment of a SOFR Loan otherwise than on the last day of its Interest Period;

(e)

the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance;

(f)

a Borrower’s failure to give any notice required to be given by it to the Agent, the Canadian Operating Facility Lender, the Australian Operating Facility Lender or the Lenders hereunder;

(g)

the failure of a Borrower to make any other payment due hereunder;

(h)

any inaccuracy or incompleteness of the Canadian Borrower’s representations and warranties contained in Article 9;

(i)

any failure of the Canadian Borrower to observe or fulfil its obligations under Article 10;

(j)

any failure of the Canadian Borrower to observe or fulfil any other Obligation not specifically referred to above; or

(k)

the occurrence of any Default or Event of Default in respect of a Borrower,

provided that this Section shall not apply to (i) any losses, claims, costs, damages or liabilities that arise by reason of the gross negligence or wilful misconduct of the Indemnified Party claiming indemnity hereunder as determined by a final non-appealable judgement of a court of competent jurisdiction, or the material breach of a Document by such Indemnified Party, (ii) claims brought by a Borrower or an Indemnified Party against an Indemnified Party (only) or by an Indemnified Party against a Borrower or a Restricted Subsidiary, (iii) without limiting the generality of clauses (i) and (ii), in respect of or in relation to any payments made, amount due, or claims arising under or in connection with Section 15.16 or (iv) any Excluded Taxes. The provisions of this Section shall survive repayment of the Obligations.

14.3

Environmental Indemnity

Each Borrower shall indemnify and hold harmless the Indemnified Parties forthwith on demand by the Agent from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with any Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the Borrowers or any of their Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of a Borrower or any of their Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrowers or any of their Subsidiaries (or any predecessor in interest to the Borrowers or their Subsidiaries) relating to the property of the Borrowers or their Subsidiaries, or the past, present or future condition of any part of the property of the Borrowers or their Subsidiaries owned, operated or leased by the Borrowers or their Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities (a) arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party (as determined by a final non-appealable judgement of a court of competent jurisdiction) claiming indemnity, hereunder or the material breach of a Document by such Indemnified Party or Indemnified Third Party or (b)

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are in connection with a claim brought by a Borrower, an Indemnified Party or and Indemnified Third Party against an Indemnified Party or Indemnified Third Party (only) or by an Indemnified Party or Indemnified Third Party against a Borrower. The provisions of this Section shall survive the repayment of the Obligations.

For the purposes of providing the benefit of the indemnities contained in Sections 14.2 and 14.3 in favour of the Indemnified Parties and Indemnified Third Parties which are not a party hereto, the applicable Lender or the Agent, as the case may be, shall, in addition to contracting on its own behalf, be deemed to be contracting as agent and trustee for and on behalf of such persons.

14.4

Judgment Currency

(1)

If for the purpose of obtaining or enforcing judgment against a Borrower in any court in any jurisdiction, it becomes necessary to convert into any other currency (such other currency being hereinafter in this Section referred to as the “Judgment Currency”) an amount due in Canadian Dollars, United States Dollars, Pounds Sterling, Euros or Australian Dollars under this Agreement, the conversion shall be made at the rate of exchange prevailing on the Banking Day immediately preceding:

(a)

the date of actual payment of the amount due, in the case of any proceeding in the courts of any jurisdiction that will give effect to such conversion being made on such date; or

(b)

the date on which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction (the date as of which such conversion is made pursuant to this Section being hereinafter in this Section referred to as the “Judgment Conversion Date”).

(2)

If, in the case of any proceeding in the court of any jurisdiction referred to in Section 14.4(1)(b), there is a change in the rate of exchange prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable Borrower shall pay such additional amount (if any) as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of Canadian Dollars, United States Dollars, Pounds Sterling, Euros or Australian Dollars, as the case may be, which could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date.

(3)	Any amount due from a Borrower under the provisions of Section 14.4(2) shall be due as a separate debt and shall not be affected by judgment being obtained for any other amounts due under or in respect of this Agreement.

(4)

The term “rate of exchange” in this Section 14.4 means the 4:30 p.m. (Toronto time) rate of exchange for Canadian interbank transactions in Canadian Dollars, United States Dollars, Pounds Sterling, Euros or Australian Dollars, as the case may be, in the Judgment Currency published by the Bank of Canada for the Banking Day immediately preceding the day in question or, if such rate is not so published by the Bank of Canada, such term shall mean the Equivalent Amount of the Judgement Currency.

ARTICLE 15

THE AGENT AND ADMINISTRATION

OF THE CREDIT FACILITIES

15.1

Authorization and Action

(1)	Each Lender hereby irrevocably appoints and authorizes the Agent to be its agent in its name and on its behalf, and to act as its trustee and attorney-in-fact to act on its behalf, to exercise such rights

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or powers granted to the Agent or the Lenders under this Agreement and other Documents to the extent specifically provided herein and on the terms hereof, together with such powers as are reasonably incidental thereto and the Agent hereby accepts such appointment and authorization. As to any matters not expressly provided for by this Agreement, the Agent shall not be required to exercise any discretion or take any action, but, subject to Section 16.13, shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority of the Lenders and such instructions shall be binding upon all Lenders; provided, however, that the Agent shall not be required to take any action which exposes the Agent to liability in such capacity or which could result in the Agent’s incurring any costs and expenses, without provision being made for indemnity of the Agent by the Lenders against any loss, liability, cost or expense incurred, or to be incurred or which is contrary to this Agreement or applicable law.

(2)

The Lenders agree that all decisions as to actions to be or not to be taken, as to consents or waivers to be given or not to be given, as to determinations to be made and otherwise in connection with this Agreement and the Documents, shall be made upon the decision of the Majority of the Lenders except in respect of a decision or determination where it is specifically provided in this Agreement that “all Lenders”, “all of the Lenders” or “the Lenders” or words to similar effect, or the Agent alone, is to be responsible for same. Each of the Lenders shall be bound by and agrees to abide by and adopt all decisions made as aforesaid and covenants in all communications with the Borrowers to act in concert and to join in the action, consent, waiver, determination or other matter decided as aforesaid.

(3)

For certainty, the Agent is authorized to instruct the Collateral Agent to execute, deliver, hold and administer the Security (including enforcement thereof in accordance with this Agreement, the CAIA and the terms of the Security). The Lenders hereby authorize and direct the Agent to act as Priority Lien Debt Representative (for and on behalf of the Lenders, the Hedge Affiliates and the Bank Product Affiliates) and to execute and deliver the CAIA in such capacity, and each Lender agrees to be bound by the terms thereof as if such Lender was an original party thereto.

15.2

Procedure for Making Loans

(1)

With respect to the Syndicated Facility and the TLA Facility, the Agent shall make Loans available to the applicable North American Borrowers as required hereunder by debiting the account of the Agent to which the Lenders’ Rateable Portions of such Loans have been credited in accordance with Section 2.12 (or causing such account to be debited) and, in the absence of other arrangements agreed to by the Agent and the applicable North American Borrower in writing, by crediting the account of the applicable North American Borrower or, at the expense of the applicable North American Borrower, transferring (or causing to be transferred) like funds in accordance with the instructions of the applicable North American Borrower as set forth in the Drawdown Notice, Rollover Notice or Conversion Notice, as the case may be, in respect of each Loan; provided that the obligation of the Agent hereunder to effect such a transfer shall be limited to taking such steps as are commercially reasonable to implement such instructions, which steps once taken shall constitute conclusive and binding evidence that such funds were advanced hereunder in accordance with the provisions relating thereto and the Agent shall not be liable for any damages, claims or costs which may be suffered by any Borrower and occasioned by the failure of such Loan to reach the designated destination.

(2)

With respect to the Syndicated Facility and the TLA Facility, unless the Agent has been notified by a Lender at least one Banking Day prior to the Drawdown Date, Rollover Date or Conversion Date, as the case may be, requested by the applicable North American Borrower that such Lender will not make available to the Agent its Rateable Portion of such Loan, the Agent may assume that such Lender has made or will make such portion of the Loan available to the Agent on the Drawdown Date, Rollover Date or Conversion Date, as the case may be, in accordance with the provisions hereof and the Agent may, but shall be in no way obligated to, in reliance upon such assumption, make available to the applicable North American Borrower on such date a corresponding amount. If and to the extent such Lender shall not have so made its Rateable

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Portion of a Loan available to the Agent, such Lender agrees to pay to the Agent forthwith on demand such Lender’s Rateable Portion of the Loan and all reasonable costs and expenses incurred by the Agent in connection therewith together with interest thereon (at the rate payable hereunder by the applicable North American Borrower in respect of such Loan or, in the case of funds made available in anticipation of a Lender remitting proceeds of a Bankers’ Acceptance, at the rate of interest per annum applicable to Canadian Prime Rate Loans) for each day from the date such amount is made available to the applicable North American Borrower until the date such amount is paid to the Agent; provided, however, that notwithstanding such obligation if such Lender fails to so pay, each North American Borrower covenants and agrees that, without prejudice to any rights and such North American Borrower may have against such Lender, such applicable North American Borrower shall repay such amount to the Agent forthwith after demand therefor by the Agent. The amount payable to the Agent pursuant hereto shall be set forth in a certificate delivered by the Agent to such Lender and the applicable North American Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall be prima facie evidence thereof, in the absence of manifest error. If such Lender makes the payment to the Agent required herein, the amount so paid shall constitute such Lender’s Rateable Portion of the Loan for purposes of this Agreement. The failure of any Lender to make its Rateable Portion of any Loan shall not relieve any other Lender of its obligation, if any, hereunder to make its Rateable Portion of such Loan on the Drawdown Date, Rollover Date or Conversion Date, as the case may be, but no Lender shall be responsible for the failure of any other Lender to make the Rateable Portion of any Loan to be made by such other Lender on the date of any Drawdown, Rollover or Conversion, as the case may be.

15.3

Remittance of Payments

Except for amounts payable to the Agent for its own account, forthwith after receipt of any repayment pursuant hereto or payment of interest or fees pursuant to Article 5 or payment pursuant to Article 8, the Agent shall remit to each applicable Lender its Rateable Portion of such payment; provided that, if the Agent, on the assumption that it will receive on any particular date a payment of principal, interest or fees hereunder, remits to a Lender its Rateable Portion of such payment and the applicable North American Borrower fails to make such payment, each of the Lenders on receipt of such remittance from the Agent agrees to repay to the Agent forthwith on demand an amount equal to the remittance together with all reasonable costs and expenses incurred by the Agent in connection therewith and interest thereon at the rate and calculated in the manner applicable to the Loan in respect of which such payment is made, or, in the case of a remittance in respect of Bankers’ Acceptances, at the rate of interest applicable to Canadian Prime Rate Loans for each day from the date such amount is remitted to the Lenders without prejudice to any right such Lender may have against the applicable North American Borrower. The exact amount of the repayment required to be made by the Lenders pursuant hereto shall be as set forth in a certificate delivered by the Agent to each Lender, which certificate shall be conclusive and binding for all purposes in the absence of manifest error.

15.4

Redistribution of Payment

(1)	Each Lender agrees that:

(a)

if the Lender exercises any security against or right of counter claim, set-off or banker’s lien or similar right with respect to the property of a Loan Party or if under any applicable bankruptcy, insolvency or other similar law it receives a secured claim and collateral for which it is, or is entitled to exercise any set-off against, a debt owed by it to a Loan Party, the Lender shall apportion the amount thereof proportionately between:

(i)

such Lender’s Rateable Portion of all outstanding Obligations owing by a Borrower (including the face amounts at maturity of Bankers’ Acceptances accepted by the Lenders), which amounts shall be applied in accordance with Section 15.4(1)(b); and

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(ii)

amounts otherwise owed to such Lender by a Loan Party,

provided that (i) any cash collateral account held by such Lender as collateral for a letter of credit or bankers’ acceptance issued or accepted by such Lender on behalf of a Loan Party may be applied by such Lender to such amounts owed by such Loan Party to such Lender pursuant to such letter of credit or in respect of any such bankers’ acceptance without apportionment and (ii) these provisions do not apply to a right or claim which arises or exists in respect of a loan or other debt in respect of which the relevant Lender holds a Security Interest which is a Permitted Encumbrance;

(b)

if, in the aforementioned circumstances, the Lender, through the exercise of a right, or the receipt of a secured claim described in Section 15.4(1)(a) above or otherwise, receives payment of a proportion of the aggregate amount of Obligations due to it hereunder which is greater than the proportion received by any other Lender in respect of the aggregate Obligations due to the Lenders (having regard to the respective Rateable Portions of the Lenders), the Lender receiving such proportionately greater payment shall purchase, on a non-recourse basis at par, and make payment for a participation (which shall be deemed to have been done simultaneously with receipt of such payment) in the outstanding Loans of the other Lender or Lenders so that their respective receipts shall be pro rata to their respective Rateable Portions; provided, however, that if all or part of such proportionately greater payment received by such purchasing Lender shall be recovered by or on behalf of a Borrower or any trustee, liquidator, receiver or receiver manager or person with analogous powers from the purchasing Lender, such purchase shall be rescinded and the purchase price paid for such participation shall be returned to the extent of such recovery, but without interest unless the purchasing Lender is required to pay interest on such amount, in which case each selling Lender shall reimburse the purchasing Lender pro rata in relation to the amounts received by it. Such Lender shall exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section to share in the benefits of any recovery on such secured claims; and

(c)

if the Lender does, or is required to do, any act or thing permitted by Section 15.4(1)(a) or (b) above, it shall promptly provide full particulars thereof to the Agent.

15.5

Duties and Obligations

(1)

Neither the Agent nor any of its directors, officers, agents or employees (and, for purposes hereof, the Agent shall be deemed to be contracting as agent and trustee for and on behalf of such persons) shall be liable to the Lenders for any action taken or omitted to be taken by it or them under or in connection with this Agreement except for its or their own gross negligence or wilful misconduct as determined by a final non-appealable judgement of a court of competent jurisdiction. Without limiting the generality of the foregoing, the Agent:

(a)

may assume that there has been no assignment or transfer by any means by the Lenders of their rights hereunder, unless and until the Agent receives written notice of the assignment thereof from such Lender and the Agent receives from the assignee an executed Assignment Agreement providing, inter alia, that such assignee is bound hereby as it would have been if it had been an original Lender party hereto;

(b)

may consult with legal counsel (including receiving the opinions of any Borrower’s counsel and Lenders’ Counsel required hereunder), independent public or chartered accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts;

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(c)

shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimile, email or other electronic means) believed by it to be genuine and signed or sent by the proper party or parties or by acting upon any representation or warranty of a Borrower made or deemed to be made hereunder;

(d)

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

(e)

may rely as to any matters of fact which might reasonably be expected to be within the knowledge of any person upon a certificate signed by or on behalf of such person;

(f)

shall not be bound to disclose to any other person any information relating to a Borrower, any of their Subsidiaries or any other person if such disclosure would or might in its opinion constitute a breach of any applicable law, be in default of the provisions hereof or be otherwise actionable at the suit of any other person; and

(g)

may refrain from exercising any right, power or discretion vested in it which would or might in its reasonable opinion be contrary to any applicable law or any directive or otherwise render it liable to any person, and may do anything which is in its reasonable opinion necessary to comply with such applicable law.

Further, the Agent (i) does not make any warranty or representation to any Lender nor shall it be responsible to any Lender for the accuracy or completeness of the representations and warranties of any Borrower herein or the data made available to any of the Lenders in connection with the negotiation of this Agreement, or for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (ii) shall not have any duty to ascertain or to enquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of any Borrower or to inspect the property (including the books and records) of any Borrower or any of their Subsidiaries; and (iii) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any instrument or document furnished pursuant hereto.

15.6

Prompt Notice to the Lenders

Notwithstanding any other provision herein, the Agent agrees to provide to the Lenders, with copies where appropriate, all information, notices and reports required to be given to the Agent by the Borrowers, promptly upon receipt of same, excepting therefrom information and notices relating solely to the role of Agent hereunder.

15.7

Agent’s and Lenders’ Authorities

With respect to its Commitments and the Drawdowns, Rollovers, Conversions and Loans made by it as a Lender, the 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. Subject to the express provisions hereof relating to the rights and obligations of the Agent and the Lenders in such capacities, the Agent and each Lender may accept deposits from, lend money to, and generally engage in any kind of business with the Borrowers and their Subsidiaries or any corporation, exempted company or other entity owned or controlled by any of them and any person which may do business with any of them without any duties to account therefor to the Agent or the other Lenders and, in the case of the Agent, all as if it was not the Agent hereunder.

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15.8

Lender Credit Decision

It is understood and agreed by each Lender that it has itself been, and will continue to be, solely responsible for making its own independent appraisal of and investigations into the financial condition, creditworthiness, condition, affairs, status and nature of the Borrowers and their Subsidiaries. Each Lender represents to the Agent that it is engaged in the business of making and evaluating the risks associated with commercial revolving loans or term loans, or both, to corporations similar to the Borrowers, that it can bear the economic risks related to the transaction contemplated hereby, that it has had access to all information deemed necessary by it in making such decision (provided that this representation shall not impair its rights against the Borrowers) and that it is entering into this Agreement in the ordinary course of its commercial lending business. Accordingly, each Lender confirms with the Agent that it has not relied, and will not hereafter rely, on the Agent (i) to check or enquire on its behalf into the adequacy, accuracy or completeness of any information provided by the Borrowers or any other person under or in connection with this Agreement or the transactions herein contemplated (whether or not such information has been or is hereafter distributed to such Lender by the Agent), or (ii) to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status or nature of the Borrowers or any of their Subsidiaries. Each Lender acknowledges that a copy of this Agreement has been made available to it for review and each Lender acknowledges that it is satisfied with the form and substance of this Agreement. Each Lender hereby covenants and agrees that, subject to Section 15.4, it will not make any arrangements with the Borrowers for the satisfaction of any Loans or other Obligations without the consent of all the other Lenders.

15.9

Indemnification of Agent

The Lenders hereby agree to indemnify the Agent (to the extent not reimbursed by the Borrowers), on a pro rata basis in accordance with their respective Commitments as a proportion of the aggregate of all outstanding Commitments, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, 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 this Agreement or any action taken or omitted by the Agent under or in respect of this Agreement in its capacity as Agent; provided that no Lender shall 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 judgement of a court of competent jurisdiction. If a Borrower subsequently repays all or a portion of such amounts to the Agent, the Agent shall reimburse the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) of the amounts received from a Borrower. Without limiting the generality of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its portion (determined as above) 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, this Agreement, to the extent that the Agent is not reimbursed for such expenses by the Borrowers.

15.10

Successor Agent

The Agent may, as hereinafter provided, resign at any time by giving 45 days’ prior written notice thereof to the Lenders and the Canadian Borrower. Upon any such resignation, the Lenders shall, after soliciting the views of the Canadian Borrower, have the right to appoint another Lender as a successor agent (the “Successor Agent”) who shall be acceptable to the Canadian Borrower, acting reasonably. If no Successor Agent shall have been so appointed by the Lenders and shall have accepted such appointment within 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent shall, on behalf of the Lenders, appoint a Successor Agent who shall be a Lender acceptable to the Canadian Borrower, acting reasonably. Upon the acceptance of any appointment as Agent hereunder by a Successor Agent, such Successor Agent shall thereupon succeed to and become vested with all the rights (including the Parallel Liability), powers, privileges and duties of the retiring Agent, and the retiring Agent shall thereupon be discharged from its further duties and obligations as Agent under this Agreement. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article shall continue to enure to its benefit as to any actions taken or omitted to be taken by it as Agent or in its capacity as Agent while it was Agent hereunder.

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15.11

Taking and Enforcement of Remedies

(1)

Each of the Lenders hereby acknowledges that, to the extent permitted by Applicable Law, the remedies provided hereunder to the Lenders are for the benefit of the Lenders collectively and acting together and not severally and further acknowledges that its rights hereunder are to be exercised not severally, but collectively by the Agent upon the decision of the Majority of the Lenders regardless of whether acceleration was made pursuant to Section 12.2. Notwithstanding any of the provisions contained herein, each of the Lenders hereby covenants and agrees that it shall not be entitled to individually take any action with respect to any Credit Facility, including, without limitation, any acceleration under Section 12.2, but that any such action shall be taken only by the Agent with the prior written agreement or instructions of the Majority of the Lenders; provided that, notwithstanding the foregoing, if (a) the Agent, having been adequately indemnified against costs and expenses of so doing by the Lenders, shall fail to carry out any such instructions of a Majority of the Lenders, any Lender may do so on behalf of all Lenders and shall, in so doing, be entitled to the benefit of all protections given the Agent hereunder or elsewhere, and (b) in the absence of instructions from the Majority of the Lenders and where in the sole opinion of the Agent the exigencies of the situation warrant such action, the Agent may without notice to or consent of the Lenders or any of them take such action on behalf of the Lenders as it deems appropriate or desirable in the interests of the Lenders. Each of the Lenders hereby further covenants and agrees that upon any such written consent being given by the Majority of the Lenders, or upon a Lender or the Agent taking action as aforesaid, it shall cooperate fully with the Lender or the Agent to the extent requested by the Lender or the Agent in the collective realization including, without limitation, and, if applicable, the appointment of a receiver, or receiver and manager to act for their collective benefit. Each Lender covenants and agrees to do all acts and things and to make, execute and deliver all agreements and other instruments, including, without limitation, any instruments necessary to effect any registrations, so as to fully carry out the intent and purpose of this Section; and each of the Lenders hereby covenants and agrees that, subject to Section 5.9, Section 15.4 and Section 10.2(1)(b) it has not heretofore and shall not seek, take, accept or receive any security for any of the obligations and liabilities of the Borrowers hereunder or under any other document, instrument, writing or agreement ancillary hereto and shall not enter into any agreement with any of the parties hereto or thereto relating in any manner whatsoever to the Credit Facilities, unless all of the Lenders shall at the same time obtain the benefit of any such security or agreement.

(2)

With respect to any enforcement, realization or the taking of any rights or remedies to enforce the rights of the Lenders hereunder, the Agent shall be a trustee for each Lender, and all monies received from time to time by the Agent in respect of the foregoing shall be held in trust and shall be trust assets within the meaning of applicable bankruptcy or insolvency legislation and shall be considered for the purposes of such legislation to be held separate and apart from the other assets of the Agent, and each Lender shall be entitled to their Rateable Portion of such monies. In its capacity as trustee, the Agent shall be obliged to exercise only the degree of care it would exercise in the conduct and management of its own business and in accordance with its usual practice concurrently employed or hereafter instituted for other substantial commercial loans.

15.12

Reliance Upon Agent

Each Loan Party shall be entitled to rely upon any certificate, notice or other document or other advice, statement or instruction provided to it by the Agent pursuant to this Agreement, and the Loan Parties shall generally be entitled to deal with the Agent with respect to matters under this Agreement which the Agent is authorized to deal with without any obligation whatsoever to satisfy itself or themselves as to the authority of the Agent to act on behalf of the Lenders and without any liability whatsoever to the Lenders for relying upon any certificate, notice or other document or other advice, statement or instruction provided to it by the Agent, notwithstanding any lack of authority of the Agent to provide the same.

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15.13

No Liability of Agent

The Agent shall have no responsibility or liability to the Borrowers on account of the failure of any Lender to perform its obligations hereunder (unless such failure was caused, in whole or in part, by the Agent’s failure to observe or perform its obligations hereunder), or to any Lender on account of the failure of the Borrowers or any Lender to perform its obligations hereunder.

15.14

The Agent and Defaulting Lenders

(1)

Each Defaulting Lender shall, to the extent permitted by Applicable Law, be required to provide to the Agent cash in an amount, as shall be determined from time to time by the Agent in its discretion, equal to all obligations of such Defaulting Lender that are owing or, in the case of contingent obligations under any outstanding Fronted LCs (after giving effect to the reallocation provisions in Section 16.2) may be owing to the Agent pursuant to this Agreement, or to any Fronting Lender hereunder including such Defaulting Lender’s obligation to pay its Rateable Portion of any indemnification or expense reimbursement amounts not paid by the Borrowers. Such cash shall be held by the Agent in one or more cash collateral accounts, which accounts shall be in the name of the Agent and shall not be required to be interest bearing. The Agent shall be entitled to apply the foregoing cash in accordance with Section 15.14(3).

(2)

In addition to the indemnity and reimbursement obligations noted in Section 15.9, the Lenders agree to indemnify the Agent (to the extent not reimbursed by the Borrowers and without limiting the obligations of the Borrowers hereunder) rateably according to their respective Rateable Portions (and in calculating the Rateable Portion of a Lender, ignoring the Commitments of Defaulting Lenders) any amount that a Defaulting Lender fails to pay the Agent and which is due and owing to the Agent pursuant to Section 15.9. Each Defaulting Lender agrees to indemnify each other Lender for any amounts paid by such Lender and which would otherwise be payable by the Defaulting Lender.

(3)

The Agent shall be entitled to set off and/or withhold any Defaulting Lender’s Rateable Portion of all payments received from the Borrowers against such Defaulting Lender’s obligations to fund payments and Loans required to be made by it and to purchase participations required to be purchased by it in each case under this Agreement and the other Documents (provided that, notwithstanding the exercise of such set-off or withholding, the Borrowers shall have been deemed to have made such payment to such Defaulting Lender for the purposes of this Agreement and the other Documents). To the extent permitted by law, the Agent shall be entitled to withhold and deposit in one or more non-interest bearing cash collateral accounts in the name of the Agent all amounts (whether principal, interest, fees or otherwise) received by the Agent and due to a Defaulting Lender pursuant to this Agreement, which amounts shall be used by the Agent:

(a)

first, to reimburse the Agent for any amounts owing to it by the Defaulting Lender pursuant to any Document;

(b)

second, to repay on a pro rata basis any (i) Loans made by a Lender pursuant to Section 16.2(4) in order to fund a shortfall created by a Defaulting Lender and, upon receipt of such repayment, each such Lender shall be deemed to have assigned to the Defaulting Lender such incremental portion of such Loans;

(c)

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

(d)

fourth, to fund from time to time the Defaulting Lender’s Rateable Portion of Loans.

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(4)

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 Borrowers 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, save and except for the gross negligence or wilful misconduct of the Agent as determined by a final non-appealable judgement of a court of competent jurisdiction.

15.15

Article for Benefit of Agent and Lenders

The provisions of this Article 15 which relate to the rights and obligations of the Lenders to each other or to the rights and obligations between the Agent and the Lenders shall be for the exclusive benefit of the Agent and the Lenders, and, except to the extent provided in Sections 15.1, 15.2, 15.6, 15.10, 15.11, 15.12, 15.13, 15.14, 15.15 and 15.16, the Borrowers shall not have any rights or obligations thereunder or be entitled to rely for any purpose upon such provisions. Any Lender may waive in writing any right or rights which it may have against the Agent or the other Lenders hereunder without the consent of or notice to the Borrowers.

15.16

Erroneous Payments

(1)

If the Agent notifies a Lender or any person who has received funds on behalf of a Lender (any such Lender or other recipient, a “Payment Recipient”) that the Agent has determined in its sole discretion (whether or not after receipt of any notice under Section 15.16(2)) that any funds received by such Payment Recipient from the Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Agent, and such Lender shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Banking Days thereafter, return to the Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Agent in same day funds at the greater of (x) in respect of an Erroneous Payment in United States Dollars, the Federal Funds Rate and, in respect of an Erroneous Payment in Canadian Dollars, at a fluctuating rate per annum equal to the overnight rate at which Canadian Dollars may be borrowed by the Agent in the interbank market in an amount comparable to such Erroneous Payment (as determined by the Agent) and (y) a rate determined by the Agent in accordance with banking industry rules on or prevailing market practice for interbank compensation from time to time in effect. A notice of the Agent to any Payment Recipient under this Section 15.16(1) shall be conclusive, absent manifest error.

(2)

Without limiting Section 15.16(1), each Lender or any person who has received funds on behalf of a Lender, hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Agent (or any of its Affiliates) (a) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (b) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Agent (or any of its Affiliates) or (c) that such Lender or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case:

(a)

(A) in the case of immediately preceding subparagraphs (a) or (b), an error shall be presumed to have been made (absent written confirmation from the Agent to the contrary) or (B) an error has been made (in the case of immediately subparagraph (c)), in each case, with respect to such payment, prepayment or repayment; and

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(b)

such Lender shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Banking Day of its knowledge of such error) notify the Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Agent pursuant to this Section 15.16(2)(b).

(3)

Each Lender hereby authorizes the Agent to set off, net and apply any and all amounts at any time owing to such Lender under any Document, or otherwise payable or distributable by the Agent to such Lender from any source, against any amount due to the Agent under Section 15.16(1) or under the indemnification provisions of this Agreement.

(4)

In the event that an Erroneous Payment (or portion thereof) is not recovered by the Agent for any reason, after demand therefor by the Agent in accordance Section 15.16(1), from any Lender that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Agent’s notice to such Lender at any time, (a) such Lender shall be deemed to have assigned its Loans (but not its Commitments) with respect to which such Erroneous Payment was made to the Agent in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Agent may specify) (such assignment of the Loans (but not Commitments), the “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Agent in such instance), and is hereby (together with the Borrowers) deemed to execute and deliver an Assignment Agreement as to which the Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, (b) the Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (c) upon such deemed acquisition, the Agent as the assignee Lender shall become a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender shall cease to be a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender and (d) the Agent may reflect in the register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. The Agent may, in its discretion, but subject at all times to Sections 16.8 and 16.9 (but excluding, in all events, any assignment consent or approval requirements (whether from a Borrower or otherwise)), sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Agent shall retain all other rights, remedies and claims against such Lender (and/or against any recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment, nor any subsequent sale of Loans acquired by the Agent pursuant to an Erroneous Payment Deficiency Assignment, will reduce or change the Commitments of any Lender and such Commitments shall remain available in accordance with the terms of this Agreement notwithstanding any such assignments and sales, as applicable, and provided no Event of Default has occurred and is continuing at the time of any such assignment or sale, no such assignee or purchaser will become a Lender hereunder for any purpose without the consent of the Canadian Borrower. In addition, each party hereto agrees that, except to the extent that the Agent has sold a Loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Agent may be equitably subrogated, the Agent shall be contractually subrogated to all the rights and interests of the applicable Lender under the Documents with respect to each Erroneous Payment Return Deficiency (the “Erroneous Payment Subrogation Rights”).

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(5)

The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by any Loan Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Agent from a Loan Party for the purpose of making such Erroneous Payment.

(6)

To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine.

(7)

Each Payment Recipient’s obligations, agreements and waivers under this Section 15.16 shall survive the resignation or replacement of the Agent, any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Document.

(8)	For purposes of this Section 15.16, each Lender:

(a)

agrees it is executing and delivering this Agreement with respect to this Section 15.16 both on its own behalf and as agent for and on behalf of any person receiving funds under the Documents on behalf of such Lender;

(b)

represents, warrants, covenants and agrees that any person receiving funds under the Documents on behalf of such Lender are bound by the provisions of this Section 15.16; and

(c)

agrees that any matter or thing done or omitted to be done by such Lender or any person receiving funds under the Documents on behalf of such Lender which are the subject of this Section 15.16 will be binding upon such Lender and each Lender hereby indemnifies and saves the Agent and its Affiliates harmless from any and all losses, expenses, claims, demands or other liabilities of the Agent and its Affiliates resulting from the failure of such Lender or such persons to comply with their obligations under and in respect of this Section 15.16, in accordance with and subject to the limitations in Section 15.9.

15.17

First Lien Debt Sharing Confirmation

Each of the Agent, the Lenders (on its own behalf and on behalf of its Hedging Affiliates and Bank Product Affiliates) hereby: (a) acknowledges that it has received and reviewed the CAIA and agrees to be bound to the terms thereof, (b) agrees and confirms for the benefit of all holders of each other existing and future Series of Priority Lien Debt and each existing and future Priority Lien Representative that for purposes of the CAIA that (i) all Priority Lien Obligations will be and are secured equally and rateably by all Security Interests at any time granted by each Borrower or any other Restricted Subsidiary to secure any Secured Obligations, whether or not upon property otherwise constituting Collateral (under and as defined in the CAIA), (ii) all such Security Interests will be enforceable by the Collateral Agent for the benefit of or, as the case may be, on behalf of, all holders of Priority Lien Obligations equally and rateably, and (iii) the Agent, Lenders, Hedging Affiliates and Bank Product Affiliates are bound by the provisions of the CAIA relating to the order of application of proceeds from enforcement of such Security Interests, and (c) direct the Collateral Agent to perform its obligations under the CAIA.

15.18

Parallel Liability

(1)

For the purposes of the creation of Security under Dutch law or any other applicable law where required for the purposes of the creation of Security under such other applicable law, each Borrower irrevocably and unconditionally undertakes to pay to the Agent an amount equal to the aggregate amount of its Corresponding Liabilities (as these may exist from time to time).

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(2)	Each Secured Party and each Borrower agrees that:

(a)

such Borrower’s Parallel Liability is due and payable at the same time as, for the same amount of and in the same currency as its Corresponding Liabilities;

(b)

such Borrower’s Parallel Liability is decreased to the extent that its Corresponding Liabilities have been irrevocably paid or discharged and its Corresponding Liabilities are decreased to the extent that its Parallel Liability has been irrevocably paid or discharged;

(c)

such Borrower’s Parallel Liability is independent and separate from, and without prejudice to, its Corresponding Liabilities, and constitutes a single obligation of that Borrower to the Agent (even though that Borrower may owe more than one Corresponding Liability to the Secured Parties under the Loan Documents) and an independent and separate claim of the Agent to receive payment of that Parallel Liability (in its capacity as the independent and separate creditor of that Parallel Liability and not as a co-creditor in respect of the Corresponding Liabilities); and

(d)

for purposes of this Section 15.17, the Agent acts in its own name and not as agent, representative or trustee of the Secured Parties and accordingly holds neither its claim resulting from a Parallel Liability nor any Security securing a Parallel Liability on trust.

ARTICLE 16

GENERAL

16.1

Exchange and Confidentiality of Information

(1)

The Borrowers agree that the Agent and each Lender may provide any assignee or participant or any bona fide prospective assignee or participant pursuant to Sections 16.8 or 16.9 with any information concerning the Borrowers and their Subsidiaries provided such party agrees in writing with the Agent or such Lender for the benefit of the Borrowers to be bound by a like duty of confidentiality to that contained in this Section.

(2)

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 a Borrower pursuant hereto (the “Information”) and agrees to keep such information confidential and to take such steps as are necessary to prevent the disclosure thereof provided, however, that:

(a)

the Agent and the Lenders may disclose all or any part of the Information if, in their reasonable opinion, such disclosure is required (i) by their respective auditors, or (ii) in connection with any actual or threatened judicial, administrative or governmental proceedings including, without limitation, proceedings initiated under or in respect of this Agreement;

(b)

the Agent and the Lenders shall incur no liability in respect of any Information disclosed with the written consent of the applicable Borrower or required to be disclosed by any applicable law or regulation, or by applicable order, policy or directive having the force of law, to the extent of such requirement;

(c)

the Agent and each Lender may disclose the Information to any Governmental Authority (including any self-regulatory agency or authority) having jurisdiction over it (i) upon the request thereof or (ii) where it considers such disclosure to be required, acting reasonably;

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(d)

the Agent and each Lender may provide any Affiliate thereof with the Information to the extent reasonably required to be disclosed thereto; 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;

(e)

the Agent and the Lenders may provide Lenders’ Counsel and their other agents and professional advisors with any Information; provided that such persons shall be under a like duty of confidentiality to that contained in this Section;

(f)

the Agent and each of the Lenders shall incur no liability in respect of any Information: (i) which is or becomes readily available to the public (other than by a breach hereof) or which has been made readily available to the public by a Borrower or its Subsidiaries, (ii) which the Agent or the relevant Lender can show was, prior to receipt thereof from such Borrower, lawfully in the Agent’s or Lender’s possession and not then subject to any obligation on its part to such Borrower to maintain confidentiality, or (iii) which the Agent or the relevant Lender received from a third party who was not, to the knowledge of the Agent or such Lender, under a duty of confidentiality to such Borrower at the time the information was so received;

(g)

the Agent and the Lenders may disclose the Information to other financial institutions in connection with the syndication by the Agent or Lenders of the Credit Facilities or the granting by a Lender of a participation in the Credit Facilities where such financial institution agrees to be under a like duty of confidentiality to that contained in this Section; and

(h)

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

16.2

Nature of Obligation under this Agreement; Defaulting Lenders

(1)	The obligations of each Lender and of the Agent under this Agreement are several. The failure of any Lender to carry out its obligations hereunder shall not relieve the other Lenders, the Agent or any Borrower of any of their respective obligations hereunder.

(2)	Subject to and without derogating from the operation of Section 15.14 and this Section 16.2, neither the Agent nor any Lender shall be responsible for the obligations of any other Lender hereunder.

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

(a)

the standby fees payable pursuant to Section 5.8 shall cease to accrue on the unused portion of the Commitment of such Defaulting Lender;

(b)

a Defaulting Lender shall not be included in determining whether, and the Commitment and the Rateable Portion of the Outstanding Principal of such Defaulting Lender shall not be included in determining whether all Lenders or the Majority of the Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 16.13); provided that any waiver or amendment requiring the consent of all Lenders or each affected Lender that (i) affects such Defaulting Lender in a manner that differs in any material respect from its application to other affected Lenders, (ii) increases the Commitment of such Defaulting Lender, (iii) extends the Maturity Date applicable to such Defaulting Lender, (iv) decreases the Applicable Pricing Rate applicable to such Defaulting Lender or (v) 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

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(c)

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

(4)

If the Agent has actual knowledge that a Lender is a Defaulting Lender at the time that the Agent receives a Drawdown Notice or a Rollover Notice that relates to a Fronted LC, or a Conversion Notice (or deemed notice) that will result in a currency conversion, then each other Lender (each a “Non-Defaulting Lender”) shall fund its Rateable Portion of such affected Loan (and, in calculating such Rateable Portion, the applicable Agent shall ignore the Commitments of each such Defaulting Lender); provided that, for certainty, no Lender shall be obligated by this Section to make or provide Loans in excess of its Commitment. If the Agent acquires actual knowledge that a Lender is a Defaulting Lender at any time after the applicable Agent receives a Drawdown Notice or a Rollover Notice that relates to a Fronted LC or a Conversion Notice (or deemed notice) that will result in a currency conversion, then the Agent shall promptly notify the Canadian Borrower that such Lender is a Defaulting Lender (and such Lender shall be deemed to have consented to such disclosure). Each Defaulting Lender agrees to indemnify each other Lender for any amounts paid by such Lender under this Section 16.2(4) and which would otherwise have been paid by the Defaulting Lender if its Commitment had been included in determining the Rateable Portions of such affected Loans.

(5)	If any Fronted LC is outstanding at the time that a Lender becomes a Defaulting Lender then:

(a)

all or any part of such Defaulting Lender’s Rateable Portion of such Fronted LC shall be re-allocated among the Non-Defaulting Lenders in accordance with their respective Rateable Portions; 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 Rateable Portion of all Loans to exceed its applicable Commitment(s) and (ii) the conditions precedent in Section 3.1 are satisfied at such time;

(b)

if the re-allocation described in clause (a) above cannot be effected, or can only partially be effected, then such Defaulting Lender shall, within one Banking Day following notice by the Agent, provide cash collateral for such Defaulting Lender’s Rateable Portion of such Fronted LC (after giving effect to any partial re-allocation pursuant to clause (a) above) in accordance with the procedures set forth in Section 15.14 for so long as such Fronted LC is outstanding; and

(c)

if the Rateable Portions of the Non-Defaulting Lenders are re-allocated pursuant to this Section 16.2(5), then the issuance fees payable to the Lenders pursuant to Section 7.9 shall be adjusted to give effect to such re-allocations in accordance with each such Non- Defaulting Lender’s Rateable Portions.

(6)

So long as any Lender is a Defaulting Lender, no Fronting Lender shall be required to issue, amend or increase any Fronted LC unless such Fronting Lender 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 15.14, 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 16.2(4) or 16.2(5)(a) as applicable (and the Defaulting Lenders shall not participate therein).

(7)

If any Lender shall cease to be a Defaulting Lender, then, upon becoming aware of the same, 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 Rateable Portion thereof without regard to Section 15.2(4).

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(8)

Each Defaulting Lender hereby indemnifies the Borrowers 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 Borrowers 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.

(9)

The Borrowers shall have the right, at its option, to (i) replace Defaulting Lenders under the Credit Facilities (by causing them to assign their rights and interests under the Credit Facilities to additional financial institutions which have agreed to become Lenders or by increasing the Commitments of existing Lenders under the Credit Facilities with, in the latter case, the consent of such increasing Lenders, or any combination thereof), (ii) repay the Obligations outstanding to Defaulting Lenders under the Credit Facilities and cancelling their Commitments (without corresponding repayment to other Lenders), or (iii) any combination of the foregoing; provided that increases in the Commitments of existing Lenders and the addition of new financial institutions as Lenders shall require the consent of the Agent and each Fronting Lender, such consents not to be unreasonably withheld or delayed (except for consent of the Fronting Lenders which shall be in each Fronting Lender’s sole discretion).

(10)	In order to give effect to the provisions of Section 16.2(9) (but subject to such provisions), the relevant Borrower may, from time to time:

(a)

require any Defaulting Lender to assign all of its rights, benefits and interests under the Documents, its Commitments and its Rateable Portion of all Loans and other Obligations (collectively, the “Defaulting Lender’s Assigned Interests”) to (i) any other Lenders which have agreed to increase their Commitments and purchase the Defaulting Lender’s Assigned Interests, and (ii) to third party financial institutions selected by such Borrower. The relevant Borrower shall provide the Agent and each Fronting Lender with 10 Banking Days’ prior written notice of its desire to proceed under this Section. The assignment of the Defaulting Lender’s Assigned Interests shall be effective upon: (w) execution and delivery of assignment documentation satisfactory to the relevant Defaulting Lender the assignee, the relevant Borrower and the Agent (each acting reasonably); (x) upon payment to the relevant Defaulting Lender, by the relevant assignee of an amount equal to such Lender’s Rateable Portion of all Loans being assigned and all accrued but unpaid interest and fees hereunder in respect of those portions of the Loans and Commitments being assigned; (y) upon payment by the relevant assignee to the applicable Agent (for the applicable Agent’s own account) of the transfer fee contemplated in Section 16.8; and (z) upon provision satisfactory to the Defaulting Lender (acting reasonably) being made for (I) payment at maturity of outstanding Bankers’ Acceptances accepted by it and (II) indemnity in respect of its share of outstanding Letters of Credit or, with respect to outstanding Fronted LCs, release by the relevant Fronting Lenders of its obligations in respect thereof. Upon such assignment and transfer, the assigning Defaulting Lender shall have no further right, interest, benefit or obligation in respect of the Defaulting Lender’s Assigned Interests (except as provided in Section 7.8(3)) and the assignee thereof shall succeed to the position of such Lender as if the same was an original party hereto in the place and stead of such Defaulting Lender; for such purpose, the assignee shall execute and deliver an Assignment Agreement and such other documentation as may be reasonably required by the Agent, the Fronting Lenders and the relevant Borrower to confirm its agreement to be bound by the provisions hereof as a Lender and to give effect to the foregoing; and

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(b)

to the extent that a Borrower has not caused any Defaulting Lender to assign its rights, benefits and interests to another Lender or other financial institution as provided in paragraph (a) above, repay to such Defaulting Lender at any time while such Lender continues to be a Defaulting Lender, all such Lender’s Rateable Portion of all Loans outstanding under the Credit Facilities, together with all accrued but unpaid interest and fees thereon and with respect to its Commitments, without making corresponding repayment to the other Lenders and, upon such repayment and provision satisfactory to the relevant Defaulting Lender, (acting reasonably) being made for (i) payment at maturity of all outstanding Bankers’ Acceptances accepted by such Lender and (ii) indemnity in respect of its share of outstanding Letters of Credit or, with respect to outstanding Fronted LCs, release by the relevant Fronting Lenders of its obligations in respect thereof, the relevant Borrower may cancel such Lender’s Commitments. Upon completion of the foregoing, such Defaulting Lender shall have no further right, interest, benefit or obligation in respect of the Credit Facilities (except as provided in Section 7.8(3)) and each Credit Facility shall be reduced by the amount of such Lender’s cancelled Commitment thereunder.

16.3

Additional Sanctions

Subject to Sections 2.23 and 13.5, notwithstanding the definitions of Sanctions Authority and Sanctions Regulations, in the event that the Agent or a Lender notifies the Canadian Borrower of a Lender Sanctioned Person, the Canadian Borrower shall not, and shall not permit any of its Subsidiaries to, transact or otherwise have commercial dealings with any such Lender Sanctioned Person other than existing transactions or commercial dealings with any such Lender Sanctioned Person; and the Canadian Borrower and its Subsidiaries shall terminate, or cause to be terminated, any existing transactions or commercial dealings between the Canadian Borrower or any of its Subsidiaries and any such Lender Sanctioned Person as soon as practicable but in any event on or before the later of (a) the date that is 60 days following receipt of such notice and (b) the date upon which it will become unlawful for the Agent or such Lender to make, fund, continue or maintain any Loan or perform any of its obligations under this Agreement as a consequence of such existing transactions or commercial dealings.

16.4

Notices

Any demand, notice or communication to be made or given hereunder shall be in writing and may be made or given by personal delivery or by electronic means of communication addressed to the respective parties as follows:

To the Canadian Borrower:

Enerflex Ltd.

Suite 904, 1331 Macleod Trail S.E.

Calgary, Alberta T2G 0K3

Attention:

[redacted – name]

Email:

[redacted – email]

and with respect to notices relating to Section 16.3, in addition to the foregoing:

Attention:

[redacted – name]

Email:

[redacted – email]

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To the Australian Borrower:

Enerflex Australasia Holdings Pty Ltd

115 Schneider Road Eagle Farm

Queensland, Australia, 4009

Attention:

[redacted – name]

Email:

[redacted – email]

To Enerflex USA:

Enerflex Inc.

10815 Telge Road

Houston, Texas USA 77095

Attention:

[redacted – name]

Email:

[redacted – email]

To Enerflex Holdings:

Enerflex US Holdings Inc.

10815 Telge Road

Houston, Texas

USA 77095

Attention:

[redacted – name]

Email:

[redacted – email]

To the Agent:

for Drawdown Notices, Conversion Notices, Rollover Notices and Repayment Notices, to

Royal Bank of Canada, as Agent

155 Wellington Street West, 8^th Floor

Toronto, ON M5V 3K7

Attention:

[redacted – name]

Facsimile:

[redacted – fax number]

Email:

[redacted – email]

for all other notices, to:

Royal Bank of Canada, as Agent

155 Wellington Street West, 8^th Floor

Toronto, ON M5V 3K7

Attention:

[redacted – name]

Facsimile:

[redacted – fax number]

Email:

[redacted – email]

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To the Australian Operating Facility Lender:

HSBC Bank Australia Limited

Level 11, 300 Queen Street

Brisbane City, QLD 4000 Australia

Attention: [redacted – name]

Email: [redacted – email]

To the Canadian Operating Facility Lender:

The Toronto-Dominion Bank

TD Canada Trust Tower 11th floor

421 7th Avenue SW

Calgary AB, T2P 4K9

Attention: [redacted – name]

Email: [redacted – email]

To each Lender: As set forth in the most recent administrative questionnaire or other written notification provided to the Agent by such Lender or to such other address, email or facsimile number as any party may from time to time notify the others in accordance with this Section. Any demand, notice or communication made or given by personal delivery or by facsimile, email or other electronic means of communication during normal business hours at the place of receipt on a Banking Day shall be conclusively deemed to have been made or given at the time of actual delivery or transmittal, as the case may be, on such Banking Day. Any demand, notice or communication made or given by personal delivery or by facsimile or other electronic means of communication after normal business hours at the place of receipt or otherwise than on a Banking Day shall be conclusively deemed to have been made or given at 9:00 a.m. (Calgary time) on the first Banking Day following actual delivery or transmittal, as the case may be.

16.5

Limitations – Swedish Restricted Subsidiaries

The obligations of each Restricted Subsidiary incorporated in Sweden under this Agreement and any other Document to which such Restricted Subsidiary is a party shall be limited, if (and only if) required by the provisions of the Swedish Companies Act regulating (a) distribution of assets (Chapter 17, Sections 1–4 (or its equivalent from time to time)) and (b) financial assistance (Chapter 21, Sections 1–5 (or its equivalent from time to time)) and it is understood that the liability of each Restricted Subsidiary incorporated in Sweden under any Document only applies to the extent permitted by the above provisions of the Swedish Companies Act.

16.6

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein, without prejudice to or limitation of any other rights or remedies available under the laws of any jurisdiction where property or assets of the Borrowers may be found.

16.7

Benefit of the Agreement

This Agreement shall enure to the benefit of and be binding upon the Borrowers, the Lenders, the Agent and their respective successors and permitted assigns.

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16.8

Assignment

(a)

Any Lender may, with the prior written consent of the Canadian Borrower, the Fronting Lenders (which consent of the Fronting Lenders shall only be required in connection with a sale, assignment, transfer or grant in respect of the Syndicated Facility) and the Agent (except that the consent of the Canadian Borrower shall not be required during the continuance of an Event of Default), which consents shall not be unreasonably withheld, sell, assign, transfer or grant an interest in its Commitments (in a minimum amount of U.S.$5,000,000 or the Equivalent Amount thereof), its Rateable Portion of the Loans and its rights under the Documents (other than to Disqualified Lenders).

(b)

Notwithstanding the foregoing, a Lender may sell, assign, transfer or grant an interest in its Commitments, its Rateable Portion of the Loans and its rights under the Documents to (i) an Affiliate or Approved Fund of such Lender, or (ii) another Lender, in each case without the consent of the Agent, the Fronting Lenders or the Canadian Borrower; provided that, in the case of the foregoing clause (i), such Lender shall remain liable for its obligations under the Documents notwithstanding such sale, assignment, transfer or grant, and no Borrower will not be under any obligation to pay or indemnify, by way of tax under Section 8.5, Additional Compensation under Section 13.5 or otherwise, any greater amount than it would have been obliged to pay if the Lender had not made such sale, assignment, transfer or grant.

(c)

Without the consent of the Canadian Borrower, each Fronting Lender and the Agent, no Lender shall sell, assign, transfer or grant an interest in any Commitment, Loan or Document if the effect of the same would be to have a Lender with aggregate Commitments of less than U.S.$5,000,000 (or the Equivalent Amount thereof).

(d)

Unless waived by the Agent, it shall be a precondition to any sale, assignment, transfer or grant pursuant to this Section that the contemplated assignee Lender shall have paid to the Agent, for the Agent’s own account, a transfer fee of U.S.$3,500.

(e)

Upon any such sale, assignment, transfer or grant, the granting Lender, the new Lender, the Agent and the Borrowers shall execute and deliver an Assignment Agreement.

(f)

Subject to Section 10.2(1)(k), the Borrowers shall not assign their rights or obligations hereunder without the prior written consent of all of the Lenders.

16.9

Participations

Any Lender may, without the consent of any Borrower or the Agent, grant one or more participations in its Commitments and its Rateable Portion of the Loans to other persons (other than Disqualified Lenders), provided that the granting of such a participation: (a) shall be at the Lender’s own cost, (b) shall not affect the obligations of such Lender hereunder nor shall it increase the costs to the Borrowers hereunder or under any of the other Documents, and (c) shall not provide the participant with any right to approve the provision by the Lender of any amendment hereof or any consent, waiver or approval hereunder or require a Borrower to deal directly with such participant.

16.10

Acknowledgment Regarding Agent and Disqualified Lenders

Notwithstanding anything in this Agreement to the contrary, so long as the Agent has provided to the Lenders the written notifications from the Canadian Borrower pursuant to clauses (a), (b) and (c)(i) of the definition of Disqualified Lenders, the Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions thereof relating to Disqualified Lenders. Without limiting the generality of the foregoing, the Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or participant or prospective Lender or participant is a Disqualified Lender or (y) have any liability with respect to or arising out of any assignment or participation of Advances, or disclosure of confidential information, to any Disqualified Lender.

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16.11

Severability

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

16.12

Whole Agreement

This Agreement and the other Documents constitute the whole and entire agreement between the parties hereto regarding the subject matter hereof and thereof and cancel and supersede any prior agreements (including, without limitation, any commitment letters), undertakings, declarations, commitments, representations, written or oral, in respect thereof.

16.13

Amendments and Waivers

(1)	Any provision of this Agreement may be amended only if the Borrowers and the Majority of the Lenders so agree in writing and, except as otherwise specifically provided herein, may be waived only if the Majority of the Lenders (excluding any Defaulting Lenders) so agree in writing, but:

(a)

an amendment or waiver which changes or relates to (i) the amount of the Loans available hereunder (except as provided for in Section 2.24) (or decreases in the period of notice for Drawdowns, Conversions, Rollovers or voluntary prepayment of Loans) or any Lender’s Commitment, (ii) decreases in the rates of or deferral of the dates of payment of interest, Bankers’ Acceptance or Letter of Credit fees and (iii) decreases in the amount of or deferral of the dates of payment of principal, interest or fees hereunder (other than fees payable for the account of Agent), shall require the agreement or waiver of all the Lenders directly affected thereby (excluding any Defaulting Lenders);

(b)

an amendment or waiver which changes or relates to (i) the definition of “Majority of the Lenders”, (ii) any provision hereof contemplating or requiring consent, approval or agreement of “all Lenders”, “all of the Lenders”, “the Lenders” or similar expressions or permitting waiver of conditions or covenants or agreements by “all Lenders”, “all of the Lenders”, “the Lenders” or similar expressions, (iii) Sections 2.4 and 2.20 to 2.24, (iv) the release or discharge of, or any material adverse amendment or waiver of, or any subordination of, any Security, the Parent Guarantee or any Subsidiary Guarantee; provided that, for certainty, the immediately preceding reference is not intended to require the agreement of all Lenders for any release, discharge, amendment or waiver which is otherwise permitted by the Documents, including any discharge or release of any Guarantee or any collateral from the Security as a consequence of any disposition which is permitted by or for which consent is obtained under the Documents, (v) any subordination of the senior ranking in right of payment of any of the Obligations, (vi) the conditions precedent to Drawdowns, (vii) Section 3.4 of the CAIA, or (viii) this Section 16.13, shall require the agreement or waiver of all the Lenders (excluding any Defaulting Lenders) and also (in the case of an amendment) of the other parties hereto; and

(c)

an amendment or waiver which changes or relates to the rights and/or obligations of the Agent, a Fronting Lender, the Canadian Operating Facility Lender or the Australian Operating Facility Lender shall also require the agreement of the Agent, such Fronting Lender, the Canadian Operating Facility Lender and the Australian Operating Facility Lender (as the case may be) thereto.

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Any such waiver and any consent by the Agent, any Lender, the Majority of the Lenders or all of the Lenders under any provision of this Agreement must be in writing and may be given subject to any conditions thought fit by the person(s) giving that waiver or consent. Any waiver or consent shall be effective only in the instance and for the purpose for which it is given.

Notwithstanding anything to the contrary in this Agreement or any other Document, any provision of this Agreement or any other Document may be amended by an agreement in writing entered into by the Canadian Borrower and the Agent to (a) cure any ambiguity, omission, mistake, defect or inconsistency (as reasonably determined by the Agent and the Canadian Borrower) or (b) effect administrative changes of a technical or immaterial nature (including to effect changes to the terms and conditions applicable solely to the Fronting Lenders in respect of issuances of Letters of Credit) and such amendment shall be deemed approved by the Lenders if the Lenders shall have received at least five (5) Banking Days’ prior written notice of such change and the Agent shall not have received, within five (5) Banking Days of the date of such notice to the Lenders, a written notice from the Majority of the Lenders stating that the Majority of the Lenders object to such amendment.

The Agent and the Borrowers may, without the consent of any Lender, enter into amendments or modifications to this Agreement or any of the other Documents or to enter into additional Documents as the Agent deems appropriate in order to implement any Benchmark Replacement or any Conforming Change or otherwise effectuate the terms of Section 13.7 in accordance with the terms thereof.

16.14

Further Assurances

The Borrowers, the Lenders and the Agent shall promptly cure any default by it in the execution and delivery of this Agreement, the other Documents or any of the agreements provided for hereunder to which it is a party. The Borrowers, at their expense, shall promptly execute and deliver to the Agent, upon request by the Agent (acting reasonably), all such other and further deeds, agreements, opinions, certificates, instruments, affidavits, registration materials and other documents reasonably necessary for the Borrowers’ compliance with, or accomplishment of the covenants and agreements of the Borrowers hereunder or more fully to state the obligations of the Borrowers as set out herein or to make any registration, recording, file any notice or obtain any consent, all as may be reasonably necessary or appropriate in connection therewith.

16.15

Attornment

The parties hereto each hereby attorn and submit to the non-exclusive jurisdiction of the courts of the Province of Alberta in regard to legal proceedings relating to the Documents. For the purpose of all such legal proceedings, this Agreement shall be deemed to have been performed in the Province of Alberta and the courts of the Province of Alberta shall have jurisdiction to entertain any action arising under this Agreement. Notwithstanding the foregoing, nothing in this Section shall be construed nor operate to limit the right of any party hereto to commence any action relating hereto in any other jurisdiction, nor to limit the right of the courts of any other jurisdiction to take jurisdiction over any action or matter relating hereto.

16.16

Time of the Essence

Time shall be of the essence of this Agreement.

16.17

Credit Agreement Governs

In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the other Documents, the provisions of this Agreement, to the extent of the conflict or inconsistency, shall govern and prevail.

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16.18

Know Your Customer Laws

Each Borrower shall promptly provide all information, including supporting documentation and other evidence, as may be reasonably requested by any Lender or the Agent, in order to comply with any applicable “know your customer” and anti-money laundering rules and regulations, whether now or hereafter in existence. Each of the Borrowers represents and warrants to the Lenders that it is not a charity registered with the Canada Revenue Agency and that it does not solicit charitable financial donations from the public.

16.19

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 facsimile, email, .pdf 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 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. Each of the Agent and each Lender may, in its discretion, require that any such documents and signatures executed electronically or delivered by fax 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 fax or other electronic transmission.

16.20

Acknowledgement and Consent to Bail-In of Affected Financial Institutions

(1)

Notwithstanding anything to the contrary in any Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges and accepts that any liability of any Affected Financial Institution arising under or in connection with any Document may be subject to the exercise of any 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, (without limitation):

(i)

a reduction in full or in part, in the principal amount, or outstanding amount due (including any accrued by unpaid interest) in respect 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 parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Document; and

(iii)

cancellation of any such liability;

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(c)

the effect of a the variation of any Document to the extent necessary to give effect to any exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority in relation to any such liability.

16.21

Acknowledgement Regarding any Unsupported QFCs

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

(a)

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

(b)

as used in this Section 16.20:

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party;

“Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b);

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

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16.22

Swiss Limitation

(1)

If and to the extent that a Swiss Guarantor under this Agreement or a Subsidiary Guarantee (directly or indirectly) guarantees obligations other than obligations of one of its direct or indirect Subsidiaries (i.e. obligations of such Swiss Guarantor’s direct or indirect parent companies (up- stream liabilities) or sister companies (cross-stream liabilities)) (the “Restricted Obligations”) and the making of a payment in fulfilling the Secured Obligations pursuant to a Subsidiary Guarantee with respect to Restricted Obligations would under Swiss corporate law (inter alia, prohibiting capital repayments or restricting distributions), at the time payment is due, not be permitted, then such Secured Obligations shall, in respect of such Swiss Guarantor, from time to time be limited to the amount permitted to be paid under Swiss corporate law (the “Maximum Amount”); provided that such Maximum Amount shall at no time be less than such Swiss Guarantor’s distributable capital and reserves at the time or times such payment is requested from such Swiss Guarantor, and further provided that such limitation (as may apply from time to time or not) shall not (generally or definitively) release such Swiss Guarantor from payment obligations hereunder in excess of the Maximum Amount, but shall postpone the payment date therefore until such times as payment is again permitted notwithstanding such limitation. Any and all indemnities and other financial undertakings assumed by a Swiss Guarantor under or in connection with this Agreement or a Subsidiary Guarantee shall be construed in a manner consistent with the provisos of this Section.

(2)	If a demand for payment has been issued to a Swiss Guarantor in respect of Restricted Obligations and such Swiss Guarantor is obliged to withhold Swiss Withholding Tax in respect of such payment, the relevant Swiss Guarantor shall:

(a)

use its best efforts to make such payments without deduction of Swiss Withholding Tax, or to reduce the rate of Swiss Withholding Tax required to be deducted, by discharging the liability to such tax by notification pursuant to applicable law (including double tax treaties) rather than payment of the tax;

(b)

if the notification procedure pursuant to sub-paragraph (a) above does not apply, deduct Swiss Withholding Tax at the rate of 35% (or such other rate as in force from time to time), or if the notification procedure pursuant to sub-paragraph (i) above applies for a part of the Swiss Withholding Tax only, deduct Swiss Withholding Tax at the reduced rate resulting after the discharge of part of such Tax by notification under applicable law, from any payment made by it in respect of Restricted Obligations and promptly pay any such Taxes to the Swiss Federal Tax Administration (Eidgenössische Steuerverwaltung);

(c)

notify the Agent that such notification, or as the case may be, deduction has been made and provide the Agent with evidence that such a notification of the Swiss Federal Tax Administration has been made or, as the case may be, such Taxes deducted have been paid to the Swiss Federal Tax Administration;

(d)

in the case of a deduction of Swiss Withholding Tax:

(i)

use its best efforts to ensure that any person other than a Secured Party, which is entitled to a full or partial refund of the Swiss Withholding Tax deducted from such payment in respect of Restricted Obligations, will, as soon as possible after such deduction (A) request a refund of the Swiss Withholding Tax under applicable law (including tax treaties) and (B) pay to the Agent upon receipt any amounts so refunded; and

(ii)

if a Secured Party is entitled to a full or partial refund of the Swiss Withholding Tax deducted from such payment, and if requested by the Agent, shall provide the Agent (on its behalf or on behalf of any Secured Party) those documents that are required by law and applicable tax treaties to be provided by the payer of such tax, for each relevant Secured Party, to prepare a claim for refund of Swiss Withholding Tax,

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(e)

if a Swiss Guarantor is obliged to withhold Swiss Withholding Tax as contemplated by this Section, the Agent shall be entitled to further enforce the Subsidiary Guarantee, any indemnity and other financial undertaking granted by such Swiss Guarantor under this Agreement and/or further apply proceeds therefrom against the Restricted Obligations up to an amount which is equal to that amount which would have been obtained if no withholding of Swiss Withholding Tax were required, whereby such further enforcements/applications of proceeds shall always be limited to the Maximum Amount from time to time;

(f)

if and to the extent requested by the Agent or required under Swiss law applicable at the relevant time, in order to allow the Agent (and the other Secured Parties) to obtain a maximum benefit under the Subsidiary Guarantee, any indemnity or other financial undertaking assumed by the Swiss Guarantor under the Documents, the Swiss Guarantor shall, and any direct or indirect shareholder of such Swiss Guarantor that is party hereto, shall procure that such Swiss Guarantor will, promptly upon notification by the Agent or becoming aware of the requirement under Swiss law, implement all measures and/or promptly procure the fulfilment of all prerequisites allowing it to promptly make payment(s) under this Agreement, the Subsidiary Guarantee or any other Document from time to time, including (but not limited to):

(i)

preparation of an up-to-date audited balance sheet of the Swiss Guarantor;

(ii)

obtain a confirmation of the auditors of the Swiss Guarantor confirming the maximum amount of the freely distributable capital and reserves;

(iii)

approval by a shareholders’ meeting of the Swiss Guarantor of the (resulting) distribution;

(iv)

to the extent permitted by applicable law write up or realise any of the Swiss Guarantor’s assets that are shown in its balance sheet with a book value that is significantly lower than the market value of the assets, provided that, in case of realisation such assets are not necessary for the Swiss Guarantor’s business (nicht betriebsnotwendig); and

(v)

taking all such other measures necessary or useful to allow the Swiss Guarantor to make the payments and perform the obligations under the Documents with a minimum of limitations.

16.23

Swiss Security

(1)	Each Secured Party agrees that the Collateral Agent shall:

(a)

take, hold and administer (including enforcing) any Security Interest governed by Swiss law which is security transferred/assigned (Sicherungsübereignung/Sicherungsabtretung) or otherwise transferred under a non-accessory security right (nicht-akzessorische Sicherheit) on a fiduciary basis for itself and for the benefit of the other Secured Parties; and

(b)

take, hold and administer (including enforcing) any accessory Security Interest (akzessorische Sicherheit) (e.g. a right of pledge) governed by Swiss law (a “Swiss Accessory Security”) acting for itself and as direct representative (direkter Stellvertreter) in the name and on behalf of the Secured Parties.

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(2)

In addition, each present and future Secured Party (other than the Collateral Agent) hereby authorizes the Agent to authorize or otherwise instruct the Collateral Agent (whether or not by or through employees or agents and including if it involves acting with multi-representation, self- contracting or a conflict of interest):

(a)

to exercise such rights, remedies, powers and discretions as are specifically delegated to or conferred upon the Collateral Agent herein, the CAIA and under the agreements creating a Security Interest governed by Swiss law together with such powers and discretions as are reasonably incidental thereto;

(b)

to take such action on its behalf as may from time to time be authorised herein, the CAIA or in accordance with the agreements creating a Security Interest governed by Swiss law; and

(c)

to accept, execute, administer (including enforcing) as its direct representative (direkter Stellvertreter) any Security Interest creating a Swiss Accessory Security and to accept and execute on its behalf as its direct representative (direkter Stellvertreter) any amendments, confirmations and/or alterations to any such Security Interest creating a Swiss Accessory Security including the release or confirmation of release of such Swiss Accessory Security.

(3)	Each Secured Party (other than the Collateral Agent) hereby ratifies and approves all acts and declarations previously done by the Collateral Agent on such Secured Party’s behalf under or in connection with any Security Interest governed by Swiss law.

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IN WITNESS WHEREOF the parties hereto have executed this Agreement.


ENERFLEX LTD.

By:		(signed) “Marc Rossiter”
		Name: Marc Rossiter
		Title: President and Chief Executive Officer

By:		(signed) “Sanjay Bishnoi”
		Name: Sanjay Bishnoi
		Title: Senior Vice President and Chief Financial Officer


Executed by ENERFLEX AUSTRALASIA HOLDINGS PTY LTD. (ACN 114 658 696) in accordance with section 127 of the Corporations Act 2001:

(signed) “Jian Situ”						(signed) “Pierre Coetzee”
Director/company secretary						Director

JIAN SITU						PIERRE COETZEE
Name of director/company secretary						Name of director
(BLOCK LETTERS)						(BLOCK LETTERS)


ENERFLEX INC.

By:		(signed) “Marc Rossiter”
		Name: Marc Rossiter
		Title: President

By:		(signed) “Anna Paravi”
		Name: Anna Paravi
		Title: Vice President

ENERFLEX US HOLDINGS INC.

By:		(signed) “Marc Rossiter”
		Name: Marc Rossiter
		Title: President

By:		(signed) “Greg Stewart”
		Name: Greg Stewart
		Title: Vice President