Contract analysis

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Additional Interest" has the meaning set forth in Section 5.2 of this Agreement. "Broker-Dealer" means any broker or dealer registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). "Closing Date" means April 19, 2022, being the date on which the Initial Notes were originally

Section 1.2 — Rules of Construction (a) Unless the context otherwise requires, references herein to the Securities Act, the Exchange Act, the Trust Indenture Act, and any other statute or law shall be deemed to include all amendments thereto, successor statutes, and all rules and regulations promulgated thereunder from time to time. (b) When used herein, words importing the singular number shall include the plural an

Section 2.1 — Exchange Offer Registration Statement (a) The Company and the Guarantors shall use their commercially reasonable efforts to prepare and, no later than the Filing Deadline (being January 14, 2023, the date that is 270 days after the Closing Date), file with the SEC an Exchange Offer Registration Statement on Form F-10 (or, if Form F-10 is not available to the Company at the time of filing, on such other

Section 2.2 — Exchange Offer Procedures In connection with the Exchange Offer, the Company and the Guarantors shall comply with the following procedures: (a) The Exchange Offer shall remain open for a period of not less than 20 business days (or such longer period as may be required by applicable law, regulation, or SEC interpretation) from the date on which notice of the Exchange Offer is mailed or otherwise deliver

Section 2.3 — Conditions to Shelf Registration Obligation Notwithstanding the foregoing provisions of this Article 2, the Company and the Guarantors shall file a Shelf Registration Statement in accordance with Article 3 of this Agreement if: (a) applicable interpretations of the staff of the SEC do not permit the Company to effect the Exchange Offer as contemplated by this Article 2; (b) for any reason the Exchange O

ARTICLE 3 — SHELF REGISTRATION

Section 3.1 — Shelf Registration Statement If the Company and the Guarantors are required to file a Shelf Registration Statement pursuant to Section 2.3 of this Agreement, the Company and the Guarantors shall: (a) Use their commercially reasonable efforts to prepare and file with the SEC a Shelf Registration Statement covering the resale of all Registrable Securities (or such portion thereof as is required by Section

Section 3.2 — Provision of Information by Holders (a) Each Holder of Registrable Securities that wishes to have its Registrable Securities included in the Shelf Registration Statement shall furnish to the Company such information as the Company may reasonably request in writing and as is reasonably necessary to effect the registration of such Holder's Registrable Securities and to permit the Company to comply with th

Section 3.3 — Suspension Periods (a) Notwithstanding any other provision of this Agreement, the Company may suspend the use of any Prospectus included in the Shelf Registration Statement for a period not to exceed 60 days (whether or not consecutive) in any 365-day period (each such period of suspension, a "Suspension Period") if the Company's Board of Directors (or a duly authorized committee thereof) determines in

ARTICLE 4 — REGISTRATION PROCEDURES

Section 4.1 — General Obligations of the Company In connection with any Registration Statement filed pursuant to this Agreement (whether an Exchange Offer Registration Statement or a Shelf Registration Statement), the Company and the Guarantors shall: (a) Prepare and file with the SEC all amendments (including post-effective amendments) and supplements to the Registration Statement and the Prospectus included therein

Section 4.2 — Obligations of Participating Holders Each Holder whose Registrable Securities are included in a Shelf Registration Statement shall: (a) Provide to the Company all information reasonably requested by the Company for inclusion in the Shelf Registration Statement and any Prospectus contained therein, and promptly notify the Company in writing of any changes to such information; (b) Comply with all applicab

Section 4.3 — Broker-Dealer Provisions Regarding Exchange Offer (a) Each Broker-Dealer that receives Exchange Notes for its own account in the Exchange Offer in exchange for Initial Notes that were acquired by such Broker-Dealer as a result of market-making activity or other trading activity (and not acquired directly from the Company, any Guarantor, or any affiliate thereof) may use the Prospectus contained in the E

ARTICLE 5 — ADDITIONAL INTEREST

Section 5.1 — Registration Defaults A "Registration Default" shall be deemed to have occurred if any of the following events occurs: (a) The Exchange Offer Registration Statement or Shelf Registration Statement, as applicable, is not filed with the SEC on or prior to the Filing Deadline (being January 14, 2023, the date that is 270 days after the Closing Date); (b) The Exchange Offer Registration Statement is not dec

Section 5.2 — Accrual of Additional Interest (a) Upon and during the continuance of any Registration Default, additional interest ("Additional Interest") shall accrue on the principal amount of the Initial Notes (and the related Guarantees) at a rate per annum equal to: (i) 0.25% per annum for the first 90 days immediately following the date on which such Registration Default first occurs; and (ii) 0.50% per annum fo

Section 5.3 — Payment Mechanics (a) The Company shall notify the Trustee (Northern Dominion Trust Company) and the paying agent under the Indenture in writing of any Additional Interest becoming payable not less than 15 days prior to the applicable interest payment date, specifying the amount of Additional Interest per $1,000 in principal amount of Initial Notes and the record date and payment date for such Additiona

ARTICLE 6 — INDEMNIFICATION AND CONTRIBUTION

Section 6.1 — Indemnification by the Company and Guarantors (a) The Company and each Guarantor shall, jointly and severally, indemnify and hold harmless each Initial Purchaser, each Holder of Registrable Securities, and each person, if any, who controls any Initial Purchaser or Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an "Indemnified Person"), from and aga

Section 6.2 — Indemnification by Holders (a) Each Holder of Registrable Securities whose securities are included in a Registration Statement shall, severally and not jointly, indemnify and hold harmless the Company, each Guarantor, and their respective directors, officers, employees, and each person, if any, who controls the Company or any Guarantor within the meaning of Section 15 of the Securities Act or Section 20

Section 6.3 — Contribution (a) If the indemnification provided for in Section 6.1 or Section 6.2 is unavailable or insufficient to hold harmless an Indemnified Person or a Company Indemnified Person, as the case may be, in respect of any Losses referred to therein, then each indemnifying party, in lieu of indemnifying such person, shall contribute to the amount paid or payable by such person as a result of such Losse

Section 6.4 — Procedures (a) An Indemnified Person or Company Indemnified Person (each, a "Claiming Party") shall give written notice to the indemnifying party (the "Indemnifying Party") of any claim or the commencement of any action, suit, or proceeding for which indemnification is sought under this Article 6, promptly after the Claiming Party becomes aware of such claim or commencement and, in any event, within 30

Section 7.1 — Successors and Assigns (a) This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and assigns. (b) The Company and the Guarantors may not assign their respective rights or obligations under this Agreement without the prior written consent of the Initial Purchasers holding a majority in aggregate principal amount of the Registrable Securi

Section 7.2 — No Third-Party Beneficiaries Except as expressly provided in this Agreement with respect to Holders and persons entitled to indemnification or contribution under Article 6, no person other than the Parties hereto shall have any rights, remedies, or benefits under or by reason of this Agreement.

Section 7.3 — Notices (a) All notices, requests, demands, consents, waivers, and other communications required or permitted under this Agreement shall be in writing and shall be delivered by hand delivery, nationally recognized overnight courier service, or registered or certified mail (return receipt requested, postage prepaid), addressed as follows (or to such other address as any Party may designate by written not