Supplemental Prospectus (Form 424B3)

Algoma Steel Group Inc.

By:

/s/ John Naccarato

Disponible en français

Algoma employs approximately 2,600 Canadians and is Canada's only fully integrated producer of steel plates, making it a leader in the production of hot and cold rolled steel sheet and plate.

The CIB seeks to finance up to CDN $5 billion into green infrastructure projects which are in the public interest and support Canadian sustainable economic growth.

All CIB investments are subject to approval of its Board of Directors.

Section 1.1

Defined Terms

Section 1.2

Other Definitional Provisions

Section 1.3

Currency Translation

Section 1.4

Pro Forma Calculations

Section 1.5

Limited Condition Transactions

Section 1.6

Accounting Terms; IFRS; Other Interpretative Provisions, etc.

Section 1.7

[reserved]

Section 1.8

Timing of Payment and Performance

Section 1.9

Times of Day

Section 1.10

Currency Equivalents Generally

Section 1.11

Divisions

Section 2.1

Credit Facility

Section 2.2

Minimum Amount of Each Borrowing

Section 2.3

Notice of Borrowing

Section 2.4

Disbursement of Funds

Section 2.5

Interest

Section 2.6

Final Completion Date

Section 2.7

Increased Costs, Illegality, etc.

Section 2.8

Change of Lending Office

Section 2.9

Future Financing

Section 3.1

Fees

Section 4.1

Voluntary Prepayments

Section 4.2

Principal Repayments and other Mandatory Repayments

Section 4.3

Method and Place of Payment

Section 4.4

Taxes

Section 5.1

Credit Documents

Section 5.2

Opinions of Counsel

Section 5.3

Company Documents

Section 5.4

Existing Credit Documents

Section 5.5

Consultant Reports and Engagement Letters

Section 5.6

Indigenous Group Report

Section 5.7

SIF Project Cost Facility Closing

Section 5.8

Senior Creditor Consent and Intercreditor and Subordination Agreement

Section 5.9

Adverse Change

Section 5.10

Capital Structure

Section 5.11

Construction Budget and Schedule and Project Execution Plan

Section 5.12

Funding Shortfall

Section 5.13

Representations and Warranties

Section 5.14

Financial Statements

Section 5.15

Solvency Certificate

Section 5.16

Material Project Documents

Section 5.17

Material Permits

Section 5.18

Transmission and Power

Section 5.19

Borrowing Base Certificate

Section 5.20

Fees, etc.

Section 5.21

Know Your Customer, Anti-money laundering, etc.

Section 5.22

Due Diligence

Section 5.23

Pension Benefit Matters

Section 5.24

Officer's Certificate

Section 6.1

Notice of Borrowing

Section 6.2

Equity and SIF Funding

Section 6.3

Material Project Documents

Section 6.4

Cost To Complete and Working Capital

Section 6.5

No Default

Section 6.6

Funding Shortfall

Section 6.7

Final Completion and Longstop Date

Section 6.8

Representations and Warranties

Section 6.9

Covenants

Section 6.10

Statutory Declaration

Section 6.11

Technical Advisor

Section 7.1

Company Status

Section 7.2

Power and Authority

Section 7.3

No Violation

Section 7.4

Approvals

Section 7.5

Financial Statements; Financial Condition;

Section 7.6

Litigation

Section 7.7

True and Complete Disclosure

Section 7.8

Use of Proceeds; Funding Shortfall

Section 7.9

Taxes

Section 7.10

Employee Benefit Plans

Section 7.11

Utilities, Roads/Collector Lines, Power

Section 7.12

Properties

Section 7.13

Equity Interests and Subsidiaries

Section 7.14

Compliance with Statutes, etc.

Section 7.15

Investment Company Act

Section 7.16

Insurance

Section 7.17

Environmental Matters

Section 7.18

Labor Matters

Section 7.19

Intellectual Property

Section 7.20

Anti-Terrorism Law, etc.

Section 7.21

Agreements

Section 7.22

Solvency

Section 7.23

Senior Credit Documents and Junior Financing

Section 7.24

Project

Section 7.25

Indigenous Group Matters

Section 8.1

Information Covenants

Section 8.2

Books, Records and Inspections; Quarterly Conference Calls

Section 8.3

Insurance

Section 8.4

Existence; Franchises

Section 8.5

Compliance with Statutes, etc.

Section 8.6

Compliance with Environmental Laws; Environmental Reports

Section 8.7

Employee Benefits

Section 8.8

End of Fiscal Years

Section 8.9

Performance of Obligations

Section 8.10

Payment of Taxes

Section 8.11

Use of Proceeds

Section 8.12

Additional Guarantors

Section 8.13

Indigenous Matters

Section 8.14

[reserved]

Section 8.15

Ratings

Section 8.16

Affirmative Covenants with Respect to Leases

Section 8.17

Construction and Operation of the Project

Section 8.18

Construction Budget and Schedule

Section 8.19

Sanctions

Section 8.20

Anti-Corruption Laws; Anti-Money Laundering Laws

Section 8.21

Designation of Restricted and Unrestricted Subsidiaries

Section 8.22

Business; etc.

Section 8.23

GHG Covenants

Section 9.1

Liens

Section 9.2

Merger and Consolidation

Section 9.3

Restricted Payments

Section 9.4

Indebtedness

Section 9.5

Restrictions on Distributions from Restricted Subsidiaries

Section 9.6

Transactions with Affiliates

Section 9.7

Modifications of Junior Financing Agreements

Section 9.8

Limitation on Sales of Assets and Subsidiary Stock

Section 9.9

Abandonment

Section 9.10

Restricted Activities

Section 9.11

Limitation on Activities

Section 10.1

Events of Default

Section 10.2

Application of Proceeds

Section 11.1

Section 11.2

Section 11.3

Section 11.4

Section 11.5

Section 11.6

Section 11.7

Section 11.8

Section 11.9

Section 11.10

Section 11.11

Section 11.12

Section 11.13

Section 12.1

Section 12.2

Section 12.3

Section 12.4

Section 12.5

Section 12.6

Section 12.7

Section 12.8

Section 12.9

Section 12.10

Section 12.11

Section 12.12

Section 12.13

Section 12.14

Section 12.15

Section 12.16

Section 12.17

Section 12.18

Section 12.19

Section 12.20

Section 12.21

Section 12.22

Section 12.23

Section 12.24

Section 12.25

Section 12.26

Section 12.27

Section 13.1

Section 13.2

Section 13.3

Reinstatement

Section 13.4

Subrogation; Subordination

Section 13.5

Remedies

Section 13.6

[reserved]

Section 13.7

Continuing Guarantee

Section 13.8

General Limitation on Guarantee Obligations

Section 13.9

Release of Guarantors

Section 13.10

Right of Contribution

Section 13.11

[reserved]

Section 13.12

Payments

Schedule A - Project Description

Schedule 1.1(a) - Form of Construction Budget and Schedule

Schedule 1.1(b) - Electrification Completion

Schedule 1.1(c) - Final Completion Condition

Schedule 1.1(d) - Mechanical Completion

Schedule 1.1(e) - Substantial Completion

Schedule 4.2 - Loan Repayment Schedule

Schedule 6.1 - Form of Borrowing Notice and Certificate

Schedule 6.11 - Form of Technical Advisors Borrowing Confirmation Certificate

Schedule 7.4 - Material Permits

Schedule 7.10 - Taxes

Schedule 7.12 - Real Property

Schedule 7.13 - Organizational Chart

Schedule 7.17 - Environmental Matters

Schedule 7.19 - Intellectual Property

Schedule 8.10 - Payment of Taxes

Schedule 9.3 - Investments

Schedule 9.4 - Existing Indebtedness

Exhibit I - Assignment and Assumption Agreement

Exhibit J - Form of Intercompany Note

Exhibit L - Form of Joinder Agreement

Exhibit 5.15 - Form of Solvency Certificate

Exhibit H - Form of Compliance Certificate

a disposition by a Restricted Subsidiary to the Borrower or by the Borrower or a Restricted Subsidiary to a Restricted Subsidiary Guarantor;

a disposition of cash, Cash Equivalents or Investment Grade Securities;

a disposition of inventory or other assets in the ordinary course of business (including allowing any registrations or any applications for registrations of any intellectual property rights to lapse or go abandoned in the ordinary course of business);

a disposition of obsolete, surplus, worn out, uneconomical, negligible or surplus property, equipment or other assets or property, equipment or other assets that are no longer used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries;

transactions permitted under Section 9.2;

an issuance of Capital Stock by a Restricted Subsidiary to the Borrower or to another Restricted Subsidiary or as part of or pursuant to an equity incentive or compensation plan approved by the Board of Directors;

any dispositions of Capital Stock, properties or assets in a single transaction or series of related transactions with a Fair Market Value not to exceed, in any Fiscal Year, US$15,000,000, which amounts if not used in any Fiscal Year may be carried forward to succeeding Fiscal Years (until so applied);

any Restricted Payment that is permitted to be made, and is made, under and the making of any Permitted Payment or Permitted Investment or, solely for purposes of Section 9.8(1)(c), asset sales, the proceeds of which are used to make such Restricted Payments or Permitted Investments;

dispositions in connection with Permitted Liens;

dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements;

the licensing or sub-licensing of intellectual property or other general intangibles and licenses, sub-licenses, leases or subleases of other property, in each case, in the ordinary course of business;

foreclosure, condemnation or any similar action with respect to any property or other assets;

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 the conversion or exchange of accounts receivable for notes receivable;

any disposition of Capital Stock, Indebtedness or other securities of an Unrestricted Subsidiary;

any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than the Borrower or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition;

(i) dispositions of property to the extent that such property is exchanged for credit against the purchase price of similar replacement property that is promptly purchased, (ii) dispositions of property to the extent that the proceeds of such disposition are promptly applied to the purchase price of such replacement property (which

replacement property is actually promptly purchased) and (iii) to the extent allowable under Section 1031 of the Code, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

the disposition of an account receivable in connection with the collection or compromise thereof in the ordinary course of business;

any financing transaction with respect to property constructed, acquired, replaced, repaired or improved (including any reconstruction, refurbishment, renovation and/or development of real property) by the Borrower or any Restricted Subsidiary after the Closing Date, including Sale and Leaseback Transactions permitted pursuant to clause (y) of this definition and asset securitizations, permitted by this Agreement;

dispositions of Investments in joint ventures or similar entities to the extent required by, or made pursuant to customary buy/sell arrangements between, the parties to such joint venture set forth in joint venture arrangements and similar binding arrangements;

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

the unwinding of any Hedging Obligations pursuant to its terms;

the surrender or waiver of any contractual rights and the settlement or waiver of any contractual or litigation claims in each case in the ordinary course of business;

any swap of assets in exchange for services or other assets in the ordinary course of business of comparable or greater value of usefulness to the business as determined in good faith by the Borrower;

dispositions of non-core assets (including Capital Stock) acquired in any acquisition or other Investment permitted hereunder, including such dispositions (x) made to obtain the approval of any anti-trust authority or otherwise necessary or advisable in the good faith determination of the Borrower to consummate any acquisition or other Investment permitted hereunder or (y) made to comply with an order of any agency or state authority or other Governmental Authority or any Applicable Law;

dispositions that constitute (or are made in order to effectuate) Sale and Leaseback Transactions so long as either (a) either (x) the Borrower's Consolidated Total Leverage Ratio does not exceed 3.50:1.00at such time or (y) the Borrower's Consolidated Cash interest Coverage Ratio is not less than 2.00:1.00 is in compliance on a Pro Forma Basis and(b)(i) such Sale and Leaseback Transaction is made in exchange for cash consideration (provided that the cash consideration requirements set forth in the last paragraph of Section 9.8 shall apply in determining whether or not the cash consideration requirements in this clause are satisfied) or (ii) the aggregate Fair Market Value of the assets sold subject to all Sale and Leaseback Transactions under this clause (b) shall not exceed US$15,000,000;

dispositions of assets having a Fair Market Value of not more than, in any Fiscal Year, US$5,000,000, which amounts if not used in any Fiscal Year may be carried forward to subsequent Fiscal Years (until so applied);

dispositions of accounts receivable pursuant to a Permitted Factoring Facility; and

dispositions constituting any part of a Permitted Reorganization.

voluntary commencement by such Person of any case or other proceeding:

under any existing or future, domestic or foreign, Debtor Relief Laws, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, compromise, composition or other relief with respect to it or all or a portion of its debts; or

seeking appointment of a receiver, trustee, monitor, custodian or other similar official for it or for all or any substantial part of its assets, shall make a general assignment for the benefit of its creditors;

commencement against such Person of any involuntary case or other involuntary proceeding of a nature referred to in clause (a) above which:

results in the entry of an order for relief or any such adjudication or appointment; or

remains unvacated, undismissed, undischarged, unstayed or unbonded for a period of 60 days;

commencement against such Person of any case or other proceeding seeking issuance of a warrant of attachment, execution or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof;

such Person shall consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding, petition or appointment described in clause (b)or (c) above or file an answer admitting the material allegations of a motion or petition filed against it in any such proceeding; or

such Person shall admit in writing its inability to pay its debts as they become due or shall make a general assignment for the benefit of its creditors.

United States Dollars, Euro, or any national currency of any member state of the European Union or Canada; or (b) any other foreign currency held by the Borrower and the Restricted Subsidiaries in the ordinary course of business;

securities issued or directly and fully Guaranteed or insured by the United States or Canadian governments, a member state of the European Union or, in each case, or any agency or instrumentality of the foregoing (provided that the full faith and credit obligation of such country or such member state is pledged in support thereof), having maturities of not more than two years from the date of acquisition;

certificates of deposit, time deposits, eurodollar time deposits, overnight bank deposits or bankers' acceptances having maturities of not more than one year from the date of acquisition thereof issued by any lender or by any bank or trust company (a) whose commercial paper is rated at least "A-2" or the equivalent thereof by S&P or at least "P-2" or the equivalent thereof by Moody's (or if at the time neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization) or (b) (in the event that the bank or trust company does not have commercial paper which is rated) having combined capital and surplus in excess of US$250,000,000;

repurchase obligations for underlying securities of the types described in clauses (b), (c) and (g) entered into with any bank meeting the qualifications specified in clause (c) above;

commercial paper rated at least (i) "A-1" or higher by S&P or "P-1" or higher by Moody's (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization selected by the Borrower) maturing within two years after the date of creation thereof or (ii) "A-2" or higher by S&P or "P-2" or higher by Moody's (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization selected by the Borrower) maturing within one year after the date of creation thereof, or, in each case, if no rating is available in respect of the commercial paper, the issuer of which has an equivalent rating in respect of its long-term debt;

marketable short-term money market and similar securities having a rating of at least "P-2" or "A-2" from either S&P or Moody's, respectively (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization selected by the Borrower) and in each case maturing within 24 months after the date of creation or acquisition thereof;

readily marketable direct obligations issued by any state, province, commonwealth or territory of the United States of America or Canada or any political subdivision, taxing authority or public instrumentality thereof, in each case, having one of the two highest ratings categories by S&P or Moody's (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization selected by the Borrower) with maturities of not more than two years from the date of acquisition;

readily marketable direct obligations issued by any foreign government or any political subdivision, taxing authority or public instrumentality thereof, in each case, having one of the two highest ratings categories obtainable by S&P or Moody's (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization selected by the Borrower) with maturities of not more than two years from the date of acquisition;

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 S&P or Moody's (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization selected by the Borrower);

with respect to any Non-U.S. Subsidiary: (i) obligations of the national government of the country in which such Non-U.S. Subsidiary maintains its chief executive office and principal place of business provided such country is a member of the Organization for Economic Cooperation and Development, in each case maturing within one year after the date of investment therein, (ii) certificates of deposit of, bankers acceptance of, or time deposits with, any commercial bank which is organized and existing under the laws of the country in which such Non-U.S. Subsidiary maintains its chief executive office and principal place of business provided such country is a member of the Organization for Economic Cooperation and Development, and whose short-term commercial paper rating from S&P is at least "A-1" or the equivalent thereof or from Moody's is at least "P-1" or the equivalent thereof (any such bank being an "Approved Non-U.S. Bank"), and in each case with maturities of not more than 270 days from the date of acquisition and (iii) the equivalent of demand deposit accounts which are maintained with an Approved Non-U.S. Bank;

Indebtedness or Preferred Stock issued by Persons with a rating of (i) "A" or higher from S&P or "A-2" or higher from Moody's (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization selected by the Borrower) with maturities of 24 months or less from the date of acquisition, or (ii) "A-" or higher from S&P or "A-3" or higher from Moody's (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization selected by the Borrower) with maturities of 12 months or less from the date of acquisition;

bills of exchange issued in the United States, Canada, a member state of the European Union or Japan which are eligible for rediscount at the relevant central bank and accepted by a bank (or any dematerialized equivalent);

[Reserved]; and

interests in any investment company, money market, enhanced high yield fund or other investment fund which invests 90% or more of its assets in instruments of the types specified in clauses (a) through (m) above.

(a) increased (without duplication) by:

provision for taxes based on income or profits or capital, including state, franchise and similar taxes and foreign withholding taxes of such Person paid or accrued during such period, including any penalties and interest relating to any tax examinations, deducted (and not added back) in computing Consolidated Net Income; plus

Consolidated Debt Service Charges of such Person for such period, in each case, to the extent the same were deducted (and not added back) in calculating such Consolidated Net Income (including (x) net losses or any Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate, currency or commodities risk, (y) bank fees and (z) costs of surety bonds in connection with financing activities, plus amounts excluded from the definition of "Consolidated Interest Expense" pursuant to clauses (t) through (z) in clause (1) thereof), including (i) fees and expenses paid to the Administrative Agent in connection with its services hereunder, (ii) other bank, administrative agency (or trustee) and financing fees and (iii) commissions, discounts and other fees and charges owed with respect to revolving commitments, letters of credit, bank guarantees, bankers' acceptances or any similar facilities or financing and hedging agreements; plus

Consolidated Depreciation and Amortization Expense of such Person for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus

any expenses or charges (other than depreciation or amortization expense) related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence of Indebtedness permitted to be incurred by this Agreement (including a refinancing thereof) (whether or not successful), in each case, deducted (and not added back) in computing Consolidated Net Income; plus

the amount of any restructuring charge or reserve, integration cost or other business optimization expense or cost that is deducted (and not added back) in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with acquisitions or divestitures after the Closing Date, and costs related to the closure and/or consolidation of facilities and to exiting lines of business; provided that, from and after the fourth full Fiscal Quarter occurring after the Closing Date, the aggregate amount added to or included in Consolidated EBITDA pursuant to this clause (e) shall not, for any Test Period, exceed US$20,000,000 in any such Test Period; plus

any other non-cash charges, write-downs (in the case of inventory, not exceeding US$20,000,000in any twelve month fiscal period), expenses, losses or items reducing Consolidated Net Income for such period including any impairment charges or the impact of purchase accounting (excluding (i) any such non-cash charge, write-down or item to the extent it represents an accrual or reserve for a cash expenditure for a future period and (ii) any amortization attributable to any prepaid expense that was paid in cash in a prior period) or other items classified by the Borrower as special items less other non-cash items of income increasing Consolidated Net Income (excluding any such non-cash item of income to the extent it represents a receipt of cash in any future period) not to exceed US$20,000,000 per annum; plus

the amount of any minority interest expense consisting of Restricted Subsidiary income attributable to minority equity interests of third parties in any non-wholly owned Restricted Subsidiary; plus

any costs or expense incurred by the Borrower or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Borrower or net cash proceeds of an issuance of Capital Stock (other than Disqualified Stock) of the Borrower solely to the extent that such net cash proceeds are excluded from the calculation set forth in Section 9.3(1); plus

cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated EBITDA or Consolidated Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant to clause (2) below for any previous period and not added back; plus

any net loss included in the Consolidated Net Income attributable to non-controlling interests pursuant to the application of Accounting Standards Codification Topic 810-10-45 ("Topic 810"); plus

realized foreign exchange losses resulting from the impact of foreign currency changes on the valuation of assets or liabilities on the balance sheet of the Borrower and its Restricted Subsidiaries; plus

net realized losses from Hedging Obligations or embedded derivatives that require similar accounting treatment and the application of Accounting Standard Codification Topic 815 and related pronouncements; plus

pro forma adjustments, including pro forma "run rate" cost savings, operating expense reductions, operational improvements and synergies (collectively, "Expected Cost Savings") (net of actual amounts realized) (1) that are reasonably identifiable, factually supportable and projected by the Borrower in good faith to result from actions that have been taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of such Person) or (2) that have been identified to the Administrative Agent prior to the Closing Date related to (x) the Transactions and (y) any permitted asset sale, acquisition (including the commencement of activities constituting a business line), combination, Investment, Disposition (including the termination or discontinuance of activities constituting a business line), operating improvement, restructuring, cost savings initiative, any similar initiative (including the effect of increased pricing in customer contracts, the renegotiation or renewal of contracts and other arrangements or efficiencies from the shifting of production of one or more products from one manufacturing facility to another) and/or specified transaction, in each case prior to, on or after the Closing Date (any such operating improvement, restructuring, cost savings initiative or similar initiative or specified transaction, a "Cost Saving Initiative") (in each case, calculated on a Pro Forma Basis as though such Expected Cost Savings and/or Cost Saving Initiative had been realized in full on the first day of such period); provided that the results of such Expected Cost Savings and/or Cost Saving Initiatives are projected by the Borrower in good faith to result from actions that have been taken or with respect to which steps have been taken or expected to be taken (in the good faith determination of the Borrower) within 18 months after (i) with respect to the Transactions, the Closing Date and (ii) with respect to any Cost Saving Initiative, the date of any such operating improvement, restructuring, cost savings initiative or similar initiative or specified transaction; provided, further that the aggregate amount added to or included in Consolidated EBITDA pursuant to this clause (n) shall not, for any Test Period, exceed an amount equal to 20% of Consolidated EBITDA for such Test Period, calculated after giving effect to any such add-backs or inclusion;

decreased (without duplication) by: (a) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period and any non-cash gains with respect to cash actually received in a prior period so long as such cash did not increase Consolidated EBITDA in such prior period; plus (b) realized foreign exchange income or gains resulting from the impact of foreign currency changes on the valuation of assets or liabilities on the balance sheet of the Borrower and its Restricted Subsidiaries; plus (c) any net realized income or gains from Hedging Obligations or embedded derivatives that require similar accounting treatment and the application of Accounting Standards Codification Topic 815 and related pronouncements; plus (d) any net income included in Consolidated Net Income attributable to non-controlling

interests pursuant to the application of Topic 810; plus (e) interest income and income/gains related to taxes; and

increased or decreased (without duplication) by, as applicable, any adjustments resulting from the application of Accounting Standards Codification Topic 460 or any comparable regulation.

consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount or premium resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of any Hedging Obligations or other derivative instruments pursuant to IFRS), (d) the interest component of Capitalized Lease Obligations, and (e) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (s) any interest in relation to pension obligations and other post-employment obligations and benefits, (t) penalties and interest relating to taxes, (u) any additional cash interest owing pursuant to any registration rights agreement, (v) accretion or accrual of discounted liabilities other than Indebtedness, (w) any expense resulting from the discounting of any Indebtedness in connection with the application of purchase accounting in connection with any acquisition, (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (y) any expensing of bridge, commitment and other financing fees and (z) interest with respect

to Indebtedness of any parent of such Person appearing upon the balance sheet of such Person solely by reason of push-down accounting under IFRS; plus

consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less

other than in connection with the calculation of Consolidated EBITDA, interest income for such period.

subject to the limitations contained in clause (c) below, any net income (loss) of any Person if such Person is not a Restricted Subsidiary, except that Consolidated Net Income will be increased by the aggregate amount of dividends, distributions or other payments made in cash or Cash Equivalents (or converted into cash or Cash Equivalents) actually distributed by such Person to the Borrower or any other Restricted Subsidiary;

any net gain (or loss) realized upon the sale or other disposition of any asset (including pursuant to any Sale and Leaseback Transaction) or disposed operations of the Borrower or any Restricted Subsidiaries which is not sold or otherwise disposed of in the ordinary course of business (as determined in good faith by an Officer or the Board of Directors of the Borrower);

(i) any extraordinary, exceptional, unusual or nonrecurring gain, loss, charge or expense (including Transaction Expenses), or (ii) any charges, expenses or reserves in respect of any restructuring, redundancy or severance expense;

the cumulative effect of a change in accounting principles (effected by way of either a cumulative effect adjustment or as a retroactive application, in each case, in accordance with IFRS);

any (i) non-cash compensation charge or expense arising from any grant of stock, stock options or other equity based awards and any non-cash deemed finance charges in respect of any pension liabilities or other provisions and (ii) income (loss) attributable to deferred compensation plans or trusts;

all deferred financing costs written off and premiums paid or other expenses incurred directly in connection with any early extinguishment of Indebtedness and any net gain (loss) from any write-off, forgiveness or early extinguishment of Indebtedness;

any unrealized gains or losses in respect of any Hedging Obligations or any ineffectiveness recognized in earnings related to qualifying hedge transactions or the fair value of changes therein recognized in earnings for derivatives that do not qualify as hedge transactions, in each case, in respect of any Hedging Obligations;

any unrealized foreign currency translation or transaction gains or losses in respect of Indebtedness of any Person denominated in a currency other than the functional

currency of such Person and any unrealized foreign exchange gains or losses relating to translation of assets and liabilities denominated in foreign currencies;

any unrealized foreign currency translation or transaction gains or losses in respect of Indebtedness or other obligations of the Borrower or any Restricted Subsidiary owing to the Borrower or any Restricted Subsidiary;

any purchase accounting effects including adjustments to inventory, property and equipment, software and other intangible assets and deferred revenue in component amounts required or permitted by IFRS and related authoritative pronouncements (including the effects of such adjustments pushed down to the Borrower and the Restricted Subsidiaries), as a result of any consummated acquisition, or the amortization or write-off of any amounts thereof (including any write-off of in process research and development);

any goodwill or other intangible asset impairment charge or write-off;

any after-tax effect of income (loss) from the early extinguishment or cancellation of Indebtedness or any Hedging Obligations or other derivative instruments;

accruals and reserves that are established within twelve (12) months after the Closing Date that are so required to be established as a result of the Transactions in accordance with IFRS;

any net unrealized gains and losses resulting from Hedging Obligations or embedded derivatives that require similar accounting treatment and the application of Accounting Standards Codification Topic 815 and related pronouncements;

any deferred tax expense associated with tax deductions or net operating losses arising as a result of the Transaction, or the release of any valuation allowances related to such item; and

to the extent covered by insurance and actually reimbursed, or, so long as the Borrower has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (A) not denied by the applicable carrier in writing within 180 days and (B) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days), expenses with respect to liability or casualty events or business interruption.

to purchase any such primary obligation or any property constituting direct or indirect security therefor;

to advance or supply funds:

for the purchase or payment of any such primary obligation; or

to maintain the working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or

to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

listed in the annex to, or otherwise subject to the provisions of, the Executive Order;

that is named as a "specially designated national and blocked person" ("SDN") on the most current list published by OFAC at its official website or any replacement website or other replacement official publication of such list or a Person that is designated under the Special Economic Measures Act (Canada);

in which an SDN or Person described in subparagraph (d) of this definition has 50% or greater ownership interest;

listed on any other Sanctions-related list maintained by OFAC or the U.S. Department of State according to the most current version published by OFAC or the U.S. Department of State at its or their official website or any replacement website or other replacement official publication of such list or lists;

with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Sanctions; or

listed in any other applicable Sanctions-related list of blocked Persons, including the annexes to any of the restrictive measures adopted by the EU in the framework of the Common Foreign and Security Policy or, additionally, by the United Kingdom or a "designated person" under any Canadian Anti-Terrorism Law.

(i) any Person identified as such in writing by or on behalf of the Borrower to the Administrative Agent on or prior to the Closing Date, (ii) any Affiliate of any Person described in clause (i) above that is reasonably identifiable as an Affiliate of such Person on the basis of such Affiliate's name and (iii) any other Affiliate of any Person described in clause (i) above that is identified by the Borrower in a written notice to the Administrative Agent (in each case with respect to clause (a)(ii) and (a)(iii) of this paragraph, other than Bona Fide Debt Funds (other than any such Bona Fide Debt Fund that was designated as a Disqualified Lending Institution pursuant to clause (a)(i) of this paragraph)) (each such person described in clauses (i) through (iii) above, a "Disqualified Lending Institution"); and

(i) any Person that is or becomes a Company Competitor and/or any Affiliate of any Company Competitor (other than any Affiliate that is a Bona Fide Debt Fund) and is identified by the Borrower (or its attorneys) as such in writing to the Administrative Agent, (ii) any Affiliate of any Person described in clause (i) above that is reasonably identifiable as an Affiliate of such person on the basis of such Affiliate's name and (iii) any other Affiliate of any Person described in clause (i) above that is identified by the Borrower in a written notice to the Administrative Agent (in each case with respect to clause (b)(ii) and (b)(iii) of this paragraph, other than Bona Fide Debt Funds (other than any such Bona Fide Debt Fund that was designated as a Disqualified Lending Institution pursuant to clause (a)(i) above)));it being understood and agreed that no written notice delivered pursuant to clauses (a)(iii), (b)(i) and/or (b)(iii) above shall apply retroactively to disqualify any Person that has previously acquired an assignment or participation interest in any Loans if such Person was not a Disqualified Lender at the time of such assignment or granting of such participation interest.

January 1 of the first calendar year after the Independent Electricity System Operator ("IESO") has informed the Borrower that the Borrower is permitted to transition to full production at the Project (whereby both electric arc furnaces can operate in parallel) without use of its Lake Superior Power generation assets. The Borrower will notify the Administrative Agent once IESO has informed the Borrower of its decision regarding this transition to electric arc furnace production; or

January 1, 2030,

to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise); or

entered into primarily for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part);

the principal of indebtedness of such Person for borrowed money;

the principal of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

all reimbursement obligations of such Person in respect of letters of credit, bankers' acceptances or other similar instruments (the amount of such obligations being equal at any time to the aggregate then undrawn and unexpired amount of such letters of credit or other instruments plus the aggregate amount of drawings thereunder that have been reimbursed) (except to the extent such reimbursement obligations relate to trade payables and such obligations are satisfied within 30 days of Incurrence);

the principal component of all obligations of such Person to pay the deferred and unpaid purchase price of property (except trade payables and in each case excluding (a) any earn out obligation or purchase price adjustment until such obligation (I) becomes a liability on the balance sheet of such Person (excluding the footnotes thereto) in accordance with IFRS and (II) has not been paid within 60 days after becoming due and payable following expiration of any dispute resolution mechanics set forth in the applicable agreement governing the applicable transaction, (b) any such obligations incurred under ERISA or under any employee consulting agreements, (c) accrued expenses, trade accounts payable, accruals for payroll and other liabilities accrued in the ordinary course of business (including on an intercompany basis) and (d) liabilities associated with customer prepayments and deposits), which purchase

Capitalized Lease Obligations of such Person;

the principal component of all obligations, or liquidation preference, of such Person with respect to any Disqualified Stock or, with respect to any Person, any Preferred Stock (including, in each case, any accrued dividends);

the principal component of all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided, however, that the amount of such Indebtedness will be the lesser of (a) the Fair Market Value of such asset at such date of determination and (b) the amount of such Indebtedness of such other Persons;

Guarantees by such Person of the principal component of Indebtedness of other Persons to the extent Guaranteed by such Person; and

to the extent not otherwise included in this definition, net obligations of such Person under Hedging Obligations (the amount of any such obligations to be equal at any time to the net payments under such agreement or arrangement giving rise to such obligation that would be payable by such Person at the termination of such agreement or arrangement); provided that in no event shall any Hedging Obligations be deemed "Indebtedness" for any calculation of the Consolidated Total Leverage Ratio, the Consolidated Cash Interest Coverage Ratio or any other financial ratio under this Agreement.

Contingent Obligations Incurred in the ordinary course of business;

Cash Management Services;

in connection with the purchase by the Borrower or any Restricted Subsidiary of any business, any post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing; provided, however, that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid in a timely manner;

for the avoidance of doubt, any obligations in respect of workers' compensation claims, early retirement or termination obligations, pension fund obligations or contributions or similar claims, obligations or contributions or social security or wage Taxes; or

any obligations with respect to trade payables.

"Investment" will include the portion (proportionate to the Borrower'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 Subsidiary attributable to the Borrower's equity interest therein as determined by the Borrower in good faith at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Borrower will be deemed to continue to have an "Investment" in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower's "Investment" in such Subsidiary at the time of such redesignation less (b) the portion (proportionate to the Borrower's equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary attributable to the Borrower's equity interest therein as determined by the Borrower in good faith at the time that such Subsidiary is so re-designated a Restricted Subsidiary; and

any property transferred to or from an Unrestricted Subsidiary will be valued at its Fair Market Value at the time of such transfer.

securities issued or directly and fully Guaranteed or insured by the United States or Canadian government or any agency or instrumentality thereof (other than Cash Equivalents);

securities issued or directly and fully guaranteed or insured by a member of the European Union, or any agency or instrumentality thereof (other than Cash Equivalents);

debt securities or debt instruments with a rating of "A" or higher from S&P or "A3" or higher by Moody's or the equivalent of such rating by such rating organization or, if no rating of Moody's or S&P then exists, the equivalent of such rating by any other Nationally Recognized Statistical Ratings Organization, but excluding any debt securities or instruments constituting loans or advances among the Borrower and its Subsidiaries; and

investments in any fund that invests exclusively in investments of the type described in clauses (a), (b) and (c) above which fund may also hold cash and Cash Equivalents pending investment or distribution.

in respect of travel, entertainment or moving related expenses Incurred in the ordinary course of business or (b) for purposes of funding any such person's purchase of Capital Stock (or similar obligations) of the Borrower, its Subsidiaries or any Parent Entity with (in the case of this sub-clause (b)) the approval of the Board of Directors;

in respect of moving related expenses Incurred in connection with any closing or consolidation of any facility or office; or

not exceeding US$3,000,000 in the aggregate outstanding at any time.

all legal, accounting, banking, title and recording tax expenses, commissions and other fees and expenses Incurred, and all Taxes paid, reasonably estimated to be actually payable or accrued as a liability under IFRS (including, for the avoidance of doubt, any income, withholding and other Taxes payable as a result of the distribution of such proceeds to the Borrower and after taking into account any available tax credits or deductions and any tax sharing agreements), as a consequence of such Asset Disposition;

all payments made on any Indebtedness which is secured by any assets subject to such Asset Disposition (other than to the extent secured by a Lien which ranks pari passu with or is junior to the Liens securing the Obligations), in accordance with the terms of any Lien upon such assets, or which by Applicable Law be repaid out of the proceeds from such Asset Disposition (provided that, to the extent such amounts are not used to make payments in respect of such Taxes, such proceeds shall constitute Net Available Cash);

all distributions and other payments required to be made to minority interest holders (other than any Parent Entity, the Borrower or any of its respective Subsidiaries) in Subsidiaries or joint ventures as a result of such Asset Disposition;

the deduction of appropriate amounts required to be provided by the seller as a reserve, on the basis of IFRS, against any liabilities associated with the assets disposed of in such Asset Disposition and retained by the Borrower or any Restricted Subsidiary after such Asset Disposition; provided that, to the extent at any time any such amounts are released from such reserve (other than in connection with a payment of such liability), such amounts shall constitute Net Available Cash; and

any Casualty Event, the cash insurance proceeds, condemnation awards and other compensation received in respect thereof, net of all reasonable costs and expenses incurred in connection with the collection of such proceeds, awards or other compensation in respect of such Casualty Event.

costs (including all professional fees and expenses) Incurred by any Parent Entity in connection with reporting obligations under or otherwise Incurred in connection with compliance with Applicable Law, rules or regulations of any governmental, regulatory or self-regulatory body or stock exchange, or any agreement or instrument relating to Indebtedness of the Borrower or any Restricted Subsidiary, including in respect of any reports filed with respect to the Securities Act, Exchange Act or the respective rules and regulations promulgated thereunder;

customary indemnification obligations of any Parent Entity owing to directors, officers, employees or other Persons under its charter or by-laws or pursuant to written agreements with any such Person to the extent relating to the Borrower and its Restricted Subsidiaries;

obligations of any Parent Entity in respect of director and officer insurance (including premiums therefor) to the extent relating to the Borrower and its Restricted Subsidiaries;

general corporate overhead expenses, including professional fees and expenses and other operational expenses of any Parent Entity related to the ownership or operation of the business of the Borrower or any of its Restricted Subsidiaries and franchise or similar Taxes;

expenses Incurred by any Parent Entity in connection with any public offering or other sale of Capital Stock or Indebtedness:

where the net proceeds of such offering or sale are intended to be received by or contributed to the Borrower or a Restricted Subsidiary,

in a pro-rated amount of such expenses in proportion to the amount of such net proceeds intended to be so received or contributed, or

otherwise on an interim basis prior to completion of such offering so long as any Parent Entity shall cause the amount of such expenses to be repaid to the Borrower or the relevant Restricted Subsidiary out of the proceeds of such offering promptly if completed;

without duplication of (5) above, (x) fees and expenses related to any debt and/or equity offerings (including refinancings), investments and/or acquisitions permitted or not restricted by this Agreement (whether or not consummated, and including advisory, refinancing, subsequent transaction and exit fees of any Parent Entity) and expenses and indemnities of any trustee, agent, arranger, underwriter or similar role and (y) after the consummation of an initial public offering or the issuance of debt securities, Public Company Costs;

for greater certainty, sales Taxes, commodity Taxes and other similar Taxes exigible in respect of any payment described in (a) to (f) above; and

customary guarantee obligations in respect of any payment described in (a) to (g) above.

Investments in (a) a Restricted Subsidiary (including the Capital Stock of a Restricted Subsidiary) or the Borrower or (b) a Person (including the Capital Stock of any such Person) that will, upon the making of such Investment, become a Restricted Subsidiary; provided that the aggregate amount of all Investments made pursuant to this clause (a) in any Restricted Subsidiary that is not (or will not become) a Subsidiary Guarantor, when combined with (i) the aggregate amount of all dispositions by a Credit Party to a Restricted Subsidiary that is not a Credit Party pursuant to clause (a) of the definition of Asset Disposition and (ii) the aggregate principal amount of Indebtedness owing by any Non-Guarantor Subsidiary to a Credit Party outstanding pursuant to Section 9.4(1)(c), shall not exceed US$10,000,000 at any one time outstanding;

Permitted Acquisitions;

Investments in cash, Cash Equivalents or Investment Grade Securities;

Investments in receivables owing to the Borrower or any Restricted Subsidiary created or acquired in the ordinary course of business;

Investments 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;

Management Advances;

Investments received in settlement of debts created in the ordinary course of business and owing to the Borrower or any Restricted Subsidiary or in exchange for any other Investment or accounts receivable held by the Borrower or any such Restricted Subsidiary, or as a result of foreclosure, perfection or enforcement of any Lien, or in satisfaction of judgments or pursuant to any plan of reorganization or similar arrangement including upon the bankruptcy or insolvency of a debtor or otherwise with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

Investments made as a result of the receipt of non-cash consideration from a sale or other disposition of property or assets, including an Asset Disposition;

Investments existing or pursuant to agreements or arrangements in effect on the Closing Date and any modification, replacement, renewal or extension thereof; provided that the amount of any such Investment may not be increased except (a) as required by the terms of such Investment as in existence on the Closing Date or (b) as otherwise permitted under this Agreement;

Hedging Obligations, which transactions or obligations are Incurred in compliance with Section 9.4;

pledges or deposits with respect to leases or utilities provided to third parties in the ordinary course of business or Liens otherwise described in the definition of "Permitted Liens" or made in connection with Liens permitted under Section 9.1;

any Investment to the extent made using Capital Stock of the Borrower (other than Disqualified Stock) or Capital Stock of any Parent Entity as consideration;

(i) Investments made in connection with the Transactions, (ii) Investments existing on, or contractually committed to or contemplated as of, the Closing Date and described on Schedule 9.3 and (iii) any modification, replacement, renewal or extension of any Investment described in clause (ii) above so long as no such modification, replacement, renewal or extension thereof increases the amount of such Investment except by the terms thereof as in effect on the Closing Date (including as a result of the accrual or accretion of interest or original issue discount or the issuance of payment-in-kind securities);

Investments consisting of purchases and acquisitions of inventory, supplies, materials and equipment or licenses, sublicenses or leases of intellectual property, in any case, in the ordinary course of business and to the extent not otherwise prohibited by this Agreement;

(i) Guarantees of Indebtedness not prohibited by Section 9.4 and (other than with respect to Indebtedness) guarantees, keepwells and similar arrangements in the ordinary course of business; provided, that any Guarantee by any Non- Guarantor Subsidiary of any Indebtedness that is Incurred under Section 9.4(1)(e)) shall be

subject to the same caps set forth therein, and (ii) performance guarantees with respect to obligations that are permitted by this Agreement;

Investments consisting of earn out money deposits required in connection with a purchase agreement, or letter of intent, or other acquisitions to the extent not otherwise prohibited by this Agreement;

Investments of a Restricted Subsidiary acquired after the Closing Date or of an entity merged or amalgamated into the Borrower or merged or amalgamated into or consolidated with a Restricted Subsidiary after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;

Investments consisting of licensing, sublicensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

contributions to a "rabbi" trust for the benefit of employees or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower;

(A) Investments in joint ventures and similar entities having an aggregate Fair Market Value, when taken together with all other Investments made pursuant to this clause (A) that are at the time outstanding, not to exceed US$30,000,000; and (B) Investments in Unrestricted Subsidiaries having an aggregate Fair Market Value, when taken together with all other Investments made pursuant to this clause (B) that are at the time outstanding, not to exceed the sum of (I) in the case of Investments in New PortLP and New PortGP, the New PortLP Payments Amount plus (II) US$15,000,000;

(A) additional Investments having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (21)(A) that are at that time outstanding, not to exceed the greater of (x) US$50,000,000 and (y) 12% of Consolidated Total Assets as of the last day of the most recently ended Calculation Period, plus the amount of any distributions, dividends, payments or other returns in respect of such Investments and (B) additional Investments so long as, as measured at the time provided for in Section 1.5, on a Pro Forma Basis, the Consolidated Total Leverage Ratio would not exceed 3.50:1.00; provided that, in each case, if such Investment is in Capital Stock of a Person that subsequently becomes a Restricted Subsidiary, such Investment shall thereafter be deemed permitted under clause (1) above and shall not be included as having been made pursuant to this clause (u)(A) or (u)(B), as applicable;

without duplication of clause (t), Investments in any Similar Business (including any joint venture engaged in a Similar Business) having an aggregate Fair Market Value, when taken together with all other Investments made pursuant to this clause that are at the time outstanding, not to exceed US$30,000,000;

Investments in Restricted Subsidiaries and joint ventures pursuant to any Permitted Reorganization;

Investments to the extent that payment therefor is made solely with Capital Stock of any Parent Entity or Capital Stock (other than Disqualified Capital Stock) of the Borrower or any Restricted Subsidiary, in each case, to the extent not resulting in a Change of Control;

loans and advances of payroll payments or other compensation to present or former employees, directors, members of management, officers, managers or consultants of any Parent Entity (to the extent such payments or other compensation relate to services provided to such Parent Entity (but excluding, for the avoidance of doubt, the portion of any such amount, if any, attributable to the ownership or operations of any subsidiary of any Parent Entity other than the Borrower and/or its subsidiaries)), the Borrower and/or any subsidiary in the ordinary course of business;

Investments made in joint ventures as required by, or made pursuant to, buy/sell arrangements between the joint venture parties set forth in joint venture agreements and similar binding arrangements in effect on the Closing Date or entered into after the Closing Date in the ordinary course of business; and

(i) Investments in any Parent Entity (or any other Person) in amounts and for purposes for which Permitted Payments or Restricted Payments to such Parent Entity (or such other Person) are permitted under Section 9.3; provided that any Investment made as provided above in lieu of any such Restricted Payment shall reduce availability under the applicable Restricted Payment basket under Section 9.3 and (ii) Investments consisting of loans and advances to any Parent Entity in connection with the reimbursement of expenses incurred on behalf of the Borrower or any Restricted Subsidiary in the ordinary course of business.

Liens on assets or property of a Restricted Subsidiary that is not a Guarantor securing Indebtedness of any Restricted Subsidiary that is not a Guarantor;

pledges, deposits or Liens under workmen's compensation laws, payroll taxes, unemployment insurance laws, social security laws or similar legislation, or insurance related obligations (including pledges or deposits securing liability to insurance carriers under insurance or self-insurance arrangements), or in connection with bids, tenders, completion guarantees, contracts (other than for borrowed money) or leases, or to secure utilities, licenses, public or statutory obligations, or to secure surety, indemnity, judgment, appeal or performance bonds, guarantees of government contracts (or other similar bonds, instruments or obligations), or as security for contested taxes or import

or customs duties or for the payment of rent, or other obligations of like nature, in each case Incurred in the ordinary course of business;

Liens imposed by law, including carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's, construction contractors', Liens imposed pursuant to the PBA for amounts required to be remitted but not yet due, or other like Liens, in each case for sums not yet overdue for a period of more than 60 days or that are bonded or being contested in good faith by appropriate proceedings;

Liens for Taxes which are not overdue for a period of more than 60 days or which are being contested in good faith by appropriate proceedings; provided that appropriate reserves required pursuant to IFRS have been made in respect thereof;

easements (including reciprocal easement agreements), survey exceptions, restrictions or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning, building codes or other restrictions (including 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 Borrower and its Restricted Subsidiaries or to the ownership of their properties which do not (i) secure Indebtedness, (ii) in the aggregate materially adversely affect the value of said properties or (iii) materially impair their use in the operation of the business of the Borrower and its Restricted Subsidiaries;

Liens (a) on assets or property of the Borrower or any Restricted Subsidiary securing Hedging Obligations or Cash Management Services permitted under Section 9.4; (b) that are contractual rights of set-off or, in the case of clauses (i) or (ii) below, other bankers' Liens (i) relating to treasury, depository and cash management services or any automated clearing house transfers of funds in the ordinary course of business and not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or any Restricted Subsidiary or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business; (c) on cash accounts securing Indebtedness incurred under Section 9.4(1)(f) with financial institutions; (d) encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business, consistent with past practice and not for speculative purposes; and/or (e) (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (ii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) arising in the ordinary course of business in connection with the maintenance of such accounts and (iii) arising under customary general terms of the account bank in relation to any bank account maintained with such bank and attaching only to such account and the products an proceeds thereof, which Liens, in any event, do not to secure any Indebtedness;

leases, subleases and licenses and sublicenses of assets (including Real Property and intellectual property rights), in each case entered into in the ordinary course of business;

Liens arising out of judgments, decrees, orders or awards not giving rise to an Event of Default so long as (a) any appropriate legal proceedings which may have been duly initiated for the review of such judgment, decree, order or award have not been finally

terminated, (b) the period within which such proceedings may be initiated has not expired or (c) no more than 60 days have passed after (i) such judgment, decree, order or award has become final or (ii) such period within which such proceedings may be initiated has expired;

Liens (i) on assets or property of the Borrower or any Restricted Subsidiary for the purpose of securing Capitalized Lease Obligations, or Purchase Money Obligations, or securing the payment of all or a part of the purchase price of, or securing other Indebtedness Incurred to finance or refinance the acquisition, improvement or construction of, 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 pursuant to Section 9.4(1)(g) and (b) any such Liens may not extend to any assets or property of the Borrower or any Restricted Subsidiary other than assets or property acquired, improved, constructed or leased with the proceeds of such Indebtedness and any improvements or accessions to such assets and property (cross-collateralized) and (ii) any interest or title of a lessor under any Capitalized Lease Obligations or operating lease;

Liens arising from precautionary Uniform Commercial Code or PPSA financing statement filings (or similar filings in other applicable jurisdictions) regarding operating leases entered into by the Borrower and its Restricted Subsidiaries in the ordinary course of business;

Liens on property, other assets or shares of stock of a Person at the time such Person becomes a Restricted Subsidiary (or at the time the Borrower or a Restricted Subsidiary acquires such property, other assets or shares of stock, including any acquisition by means of a merger, amalgamation, consolidation or other business combination transaction with or into the Borrower or any Restricted Subsidiary); provided, however, that such Liens are not created, Incurred or assumed in anticipation of or in connection with such other Person becoming a Restricted Subsidiary (or such acquisition of such property, other assets or stock);

Liens on assets or property of the Borrower or any Restricted Subsidiary that is not a Subsidiary Guarantor securing Indebtedness or other obligations of the Borrower or such Restricted Subsidiary owing to the Borrower or another Restricted Subsidiary that is not a Subsidiary Guarantor, or Liens in favor of the Borrower or any Restricted Subsidiary;

Liens securing Senior Obligations and Permitted Refinancing Indebtedness Incurred to refinance Indebtedness that was previously so secured, and permitted to be secured under this Agreement;

(a) mortgages, liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by any government, statutory or regulatory authority, developer, landlord or other third party on property over which the Borrower or any Restricted Subsidiary of the Borrower has easement rights or on any leased property and subordination or similar arrangements relating thereto and (b) any condemnation or eminent domain proceedings affecting any Real Property;

any encumbrance or restriction (including put and call arrangements, customary rights of first refusal and tag, drag and similar rights in joint venture agreements) with respect to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;

Liens on property or assets under construction (and related rights) in favor of a contractor or developer or arising from progress or partial payments by a third party relating to such property or assets;

Liens arising out of conditional sale, title retention, hire purchase, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;

Liens securing Indebtedness permitted to be Incurred pursuant to Senior Credit Documents;

Liens on Capital Stock or other securities or assets of, any Subsidiary that is not a Credit Party that secure Indebtedness or other obligations of a Subsidiary that is not a Credit Party that is permitted pursuant to Section 9.4;

any security granted over the marketable securities portfolio described in clause (i) of the definition of "Cash Equivalents" in connection with the disposal thereof to a third party;

Liens on specific items of inventory of other goods and proceeds of any Person securing such Person's obligations in respect of bankers' acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

Liens on equipment of the Borrower or any Restricted Subsidiary and located on the premises of any client or supplier in the ordinary course of business;

Liens on assets or securities deemed to arise in connection with and solely as a result of the execution, delivery or performance of contracts to sell such assets or securities if such sale is otherwise permitted by this Agreement;

Liens arising by operation of law or contract on insurance policies and the proceeds thereof to secure premiums thereunder (including Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto), and Liens, pledges and deposits in the ordinary course of business securing liability for premiums or reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefits of) insurance carriers;

Liens solely on any cash earnest money deposits made by the Borrower or any Restricted Subsidiary in connection with any letter of intent or purchase agreement permitted under this Agreement;

Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to sell any property in an asset sale permitted under Section 9.8 in each case, solely to the extent such Investment or asset sale, as the case may be, would have been permitted on the date of the creation of such Lien;

Liens securing obligations in respect of the Ontario CapEx Facility and the Federal CapEx Facility (including any Permitted Refinancing Indebtedness in respect thereof);

the reservations, limitations, provisos and conditions, if any, expressed in any original grant from the Crown of any real property or any interest therein or in any comparable

grant in jurisdictions other than Canada, provided they do not materially reduce the value of the property or assets of the Person or materially interfere with the access or use of such assets or property in the operation of the business of the Person;

servicing agreements, development agreements, site plan agreements, and other agreements with any Governmental Authority pertaining to the use or development of any of the real property of the Person, provided same are complied with and do not materially reduce the value of the real property of the Person or materially interfere with the use of such real property in the operation of the business of the Person including any obligations to deliver letters of credit and other security as required;

the right reserved to or vested in any Governmental Authority (i) by any statutory provision or (ii) by the terms of any lease, license, franchise, grant or permit of the Person to terminate any such lease, license, franchise, grant or permit;

Easements and rights of way granted to a public utility or any municipality or governmental or other public authority to access and maintain overhead electric, telephone and cable television lines and underground electric, water, sewer, telephone, and cable television lines when required by such utility or other authority in connection with the operation of the business or the ownership of the real property, provided that such Liens do not materially reduce the value of the real property or materially interfere with the access or use of such real property in the operation of the business of the Person;

Liens created or arising under, or pursuant to, the New PortLP Leases, including the easements and rights of way in connection therewith or granted thereunder;

Liens securing obligations in respect of letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments permitted to be Incurred under Section 9.4(1)(i);

Liens imposed on Real Property pursuant to (i) an order of a Bankruptcy Court or (ii) the Construction Act, R.S.O. 1990, c. C.30, as amended, arising in connection with or incidental to construction or maintenance in the ordinary course of business, in respect of obligations which are not more than thirty (30) days overdue, or if so due, have either been bonded off or the validity of which are being contested diligently and in good faith by all appropriate proceedings, and for which reasonable reserves under IFRS are maintained, so long as, during the period of such contestation there shall be no enforcement of such Liens or seizure or forfeiture of any Real Property of any Borrower subject thereto, and any Liens on cash and Cash Equivalents (including any securities entitlement and any related asset);

Liens solely over accounts receivable securing obligations under any Permitted Factoring Facility.

the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable or, in the case of an ABL Facility and the Term Facility, the aggregate commitments then in effect in respect thereof) of the Indebtedness being extended, renewed, refunded, refinanced, replaced, defeased or discharged (plus all interest thereon that has been paid-in-kind, all accrued and unpaid interest on such Indebtedness being extended, renewed, refunded, refinanced, replaced, defeased or discharged and the amount of all premiums (including tender premiums), penalties, fees and expenses (including upfront fees and original issue discount), incurred in connection therewith);

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 extended, renewed, refunded, refinanced, replaced, defeased or discharged; provided, that the foregoing limitation shall not apply to customary bridge loans with a maturity date of not longer than one year which, subject to customary conditions, provides for automatic conversion or exchange into Indebtedness that otherwise complies with the requirements of this clause (ii);

if the Indebtedness being extended, renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the Obligations, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Obligations on terms at least as favorable to the holders of the Obligations as those contained in the documentation governing the Indebtedness being extended, renewed, refunded, refinanced, replaced, defeased or discharged;

such Permitted Refinancing Indebtedness is incurred by the Person who is the obligor on the Indebtedness being extended, renewed, refunded, refinanced, replaced, defeased or discharged and does not add any additional obligors or guarantors with respect thereto;

if such Permitted Refinancing Indebtedness is secured, it shall not be secured by any assets other than the assets that secured (or under the written arrangements under which the original Lien arose, could secure) the Indebtedness being extended, renewed, refunded, refinanced, replaced, defeased or discharged; and

such Permitted Refinancing Indebtedness is guaranteed only by those Persons that are guarantors of the Indebtedness being extended, renewed, refunded, refinanced, replaced, defeased or discharged;

the Material Project Documents; and

all other contracts (other than the Credit Documents and Senior Credit Documents) entered into by the Borrower in connection with the Project.

the cost of developing, permitting, acquiring, designing, engineering, procuring equipment, constructing, verification testing, commissioning, technical direction (including training personnel), pre-operational testing, pre-production and start-up including without limitation, reimbursement of consulting wages and expenses of employees doing work on behalf of the Borrower that are paid by an Affiliate of the Borrower on behalf of the Borrower;

Site and Project acquisition costs and fees, land use and real estate fees and costs;

all amounts payable under the Project Contracts prior to the Final Completion Date;

all interest costs and fees in respect of the Obligations up to the Final Completion Date;

all interest and financing costs of the Borrower actually incurred in connection with Purchase Money Security Interests and Capital Lease Obligations;

all insurance costs and local property Taxes actually incurred;

feasibility and other study (including environmental impact assessment studies) costs actually incurred;

allowances for contingency;

allocated general and administrative overhead; and

all financing costs, including financial, legal (including legal costs incurred in connection with the negotiation of Project Contracts, this Agreement, the other Credit Documents and any and all other agreements or transactions pertaining to development, acquisition, procurement, construction and start-up of the Project and the obtaining of necessary Permits) and consulting fees and expenses and up front, arrangement and commitment fees;

franchise and similar Taxes, and other fees and expenses, required to maintain such Parent Entity's corporate existence;

payroll, employer health, employment insurance, health insurance, social security and other similar Taxes;

income Tax (including corporate income Tax, municipal business Tax and solidarity surcharge) and net wealth Tax;

for any taxable period for which the Borrower and/or any of its Subsidiaries are members of a consolidated, combined or similar income tax group for Canadian or U.S. federal and/or applicable provincial, state or local income Tax purposes of which a direct or indirect parent of the Borrower is the common parent (a "Tax Group"), the portion of any Canadian or U.S. federal, provincial, state or local income Taxes (as applicable) of such Tax Group for such taxable period that are attributable to the income of the Borrower and/or its Restricted Subsidiaries; provided that the amount of such dividends or other distributions for any taxable period shall not exceed the amount of such Taxes that the Borrower and/or its Restricted Subsidiaries, as applicable, would have paid had the Borrower and/or its Restricted Subsidiaries, as applicable, been a stand-alone taxpayer (or a stand-alone group);

the amount of any Tax obligation of the Borrower and/or any Restricted Subsidiary that is estimated in good faith by the Borrower as due and payable (but is not currently due and payable) by the Borrower and/or any Restricted Subsidiary as a result of the repatriation of any dividend or similar distribution of net income of any Foreign Subsidiary to the Borrower and/or any Restricted Subsidiary;

any withholding Tax obligation payable by a Parent Entity under Part XIII of the Income Tax Act (Canada) on distributions permitted to be paid to a Parent Entity by the Borrower under the Credit Documents; or

for any quarter for which any Parent Entity is treated as a partnership or other pass-through entity for U.S. federal income tax purposes, the amount equal to the product of (A) the Parent Entity's items of taxable income and gain less items of taxable loss and deduction (other than miscellaneous itemized deductions or, for the avoidance of doubt, foreign taxes) and (B) the highest marginal combined U.S. federal, New York State and New York City tax rate applicable to individuals or corporations (whichever is higher) on ordinary income and capital gain (taking into account the deductibility of state and local taxes for federal income tax purposes and any difference in the tax rate resulting from the applicable holding period).

as of the Closing Date, each of New PortLP and New PortGP;

after the Closing Date, any Subsidiary (other than the Borrower or any Parent Entity) that at the time of determination is an Unrestricted Subsidiary (as designated in accordance with Section 8.21); and

any Subsidiary of an Unrestricted Subsidiary.

such Subsidiary or any of its Subsidiaries does not own any Capital Stock or Indebtedness of, or own or hold any Lien on any property of, the Borrower or any other Subsidiary of the Borrower which is not a Subsidiary of the Subsidiary to be so designated or otherwise an Unrestricted Subsidiary; and

such designation and the Investment of the Borrower in such Subsidiary complies with Section 8.21 and Section 9.3.

1.2 Other Definitional Provisions

As used herein and in the other Credit Documents, and any certificate or other document made or delivered pursuant hereto or thereto, (i) accounting terms not defined in Section 1.1 shall have the respective meanings given to them under IFRS, (ii) the words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation", (iii) the word "incur" shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words "incurred" and "incurrence" shall have correlative meanings), (iv) unless the context otherwise requires, the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, Equity Interests, securities, revenues, accounts, leasehold interests and contract rights, (v) the word "will" shall be construed to have the same meaning and effect as the word "shall", and (vi) unless the context otherwise

requires, any reference herein (A) to any Person shall be construed to include such Person's successors and assigns and (B) to Holdings, the Borrower or any other Credit Party shall be construed to include Holdings, the Borrower or such Credit Party as debtor and debtor-in-possession and any receiver or trustee for Holdings, the Borrower or any other Credit Party, as the case may be, in any insolvency or liquidation proceeding.

The words "hereof", "herein" and "hereunder" and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

Unless otherwise expressly provided herein, (i) all references to documents, instruments and other agreements (including the Credit Documents) and all other contractual instruments shall be deemed to include all subsequent amendments, restatements, amendments and restatements, extensions, supplements, modifications, refinancings, renewals, replacements and restructurings thereto, but only to the extent that such amendments, restatements, amendments and restatements, extensions, supplements, modifications, refinancings, renewals, replacements and restructurings are permitted by the Credit Documents; and (ii) references to any law (including by succession of comparable successor laws) shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such law.

Notwithstanding anything to the contrary herein, financial ratios and tests, including the Consolidated Total Leverage Ratio or the Consolidated Cash Interest Coverage Ratio shall be calculated in the manner prescribed by this Section 1.4; provided that notwithstanding anything to the contrary in Section 1.4(2) or 1.4(3).

Notwithstanding anything to the contrary herein, but subject to Section 1.5 and Section 1.6(2), for purposes of calculating any financial ratio or test, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to Section 1.6(3)) that have been made (i) during the applicable Test Period and (ii) if applicable as

described in Section 1.4(1), subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day (or, in case of the determination of Consolidated Total Assets, the last day) of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.4, then such financial ratio or test (or Consolidated Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.4.

In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness or issues or redeems Disqualified Stock or Preferred Stock included in the calculations of any financial ratio or test (in each case, other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and accompanied by a permanent commitment reduction), (i) during the applicable Test Period or (ii) subject to Section 1.4(1) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, to the extent required, as if the same had occurred (x) in the case of any leverage-based ratio, on the last day of the applicable Test Period and (y) in the case of any cash interest coverage ratio, on the first day of the applicable Test Period.

Subject to Section 1.6(4) and 1.6(5), the interest on any Indebtedness and dividends or distributions on any Disqualified Stock or Preferred Stock, in each case, assumed to be outstanding pursuant to preceding clause (d) shall be calculated as if such Indebtedness, Disqualified Stock or Preferred Stock had borne interest or accrued dividends or disbursements at (x) the rate applicable thereto, in the case of fixed rate Indebtedness, Disqualified Stock or Preferred Stock or (y) the rates which would have been applicable thereto during the respective period when same was deemed outstanding, in the case of floating rate Indebtedness (although interest expense with respect to any Indebtedness for periods while same was actually outstanding during the respective period shall be calculated using the actual rates applicable thereto while same was actually outstanding); provided that all Indebtedness (whether actually outstanding or deemed outstanding) bearing interest at a floating rate of interest shall be tested on the basis of the rates applicable at the time the determination is made pursuant to said provisions. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with IFRS. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed with a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period except as set forth in Section 1.4(1). 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 determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower may designate.

All financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with IFRS as in effect from time to time and, except as otherwise expressly provided herein, all terms of an accounting or financial nature that are used in calculating any Consolidated Total Leverage Ratio, any Consolidated Cash Interest Coverage Ratio, Consolidated EBITDA, Consolidated Net Income or Consolidated Total Assets shall be construed and interpreted in accordance with IFRS, as in effect from time to time; provided that (A) if any change to IFRS or in the application thereof (including the conversion to U.S. GAAP as described below) is implemented after the date of delivery of the financial statements described in Section 7.5(1) and/or there is any change in the functional currency reflected in the financial statements or (B) if the Borrower elects or is required to report under U.S. GAAP, the Borrower or the Required Lenders may request to amend the relevant affected provisions hereof (whether or not the request for such amendment is delivered before or after the relevant change or election) to eliminate the effect of such change or election, as the case may be, on

the operation of such provisions and (x) the Borrower and the Administrative Agent shall negotiate in good faith to enter into an amendment of the relevant affected provisions (it being understood that no amendment or similar fee shall be payable to the Administrative Agent or any Lender in connection therewith) to preserve the original intent thereof in light of the applicable change or election, as the case may be and (y) the relevant affected provisions shall be interpreted on the basis of IFRS and the currency, in each case, as in effect and applied immediately prior to the applicable change or election, as the case may be, until the request for amendment has been withdrawn by the Borrower or the Required Lenders, as applicable, or this Agreement has been amended as contemplated hereby. Any consent required from the Administrative Agent with respect to the foregoing shall not be unreasonably withheld, conditioned or delayed.

Notwithstanding anything to the contrary contained in paragraph (a) above or in the definition of "Capitalized Lease Obligations", unless the Borrower elects otherwise, all obligations of any Person that are or would have been treated as operating leases for purposes of IFRS in effect as of January 1, 2018 shall continue to be accounted for as operating leases for purposes of all financial definitions, calculations and deliverables under this Agreement or any other Credit Document (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required (on a prospective or retroactive basis or otherwise) to be treated as capital lease obligations or otherwise accounted for as liabilities in financial statements.

For purposes of determining the permissibility of any action, change, transaction or event that by the terms of the Credit Documents requires a calculation of any financial ratio or financial test (including the Consolidated Total Leverage Ratio, the Consolidated Cash Interest Coverage Ratio, Consolidated EBITDA, Consolidated Net Income or Consolidated Total Assets), subject to Section 1.5, such financial ratio or test shall be calculated at the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or financial test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be.

The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrower dated such date prepared in accordance with IFRS.

The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will be deemed not to be the granting of a Lien for purposes of Section 9.1.

Any financial ratios required to be met by the Borrower pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

Notwithstanding anything to the contrary in clause (2) below, for purposes of any determination under Article 8, Article 9 or Article 10 with respect to the amount of any Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, disposition, Sale and Leaseback Transaction, affiliate transaction or other transaction, event or circumstance, or any determination under any other provision of this Agreement (any of the foregoing, a "relevant transaction"), in a currency other than Canadian Dollars, (i) the Canadian Dollar equivalent amount of a relevant transaction in a currency other than Canadian. Dollars shall be calculated based on the rate of exchange quoted by the Bank of Canada for such foreign currency, as in effect at 11:00 a.m. on the date of such relevant transaction (which, in the case of any Restricted Payment, Restricted Debt Payment, Investment, disposition or incurrence of Indebtedness, shall be determined as set forth in Section 1.5); provided, that if any Indebtedness is incurred (and, if applicable, associated Lien granted) to refinance or replace other Indebtedness denominated in a currency other than Canadian Dollars, and the relevant refinancing or replacement would cause the applicable Canadian Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such Canadian Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Indebtedness being refinanced or replaced, except by an amount equal to (x) unpaid accrued interest, penalties and premiums (including tender premiums) thereon plus underwriting discounts and other customary fees, commissions and expenses (including upfront fees, original issue discount or initial yield payment) incurred in connection with such refinancing or replacement, (y) any existing commitments unutilized thereunder and (z) additional amounts permitted to be incurred under Section 9.4 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the rate of currency exchange occurring after the time of any relevant transaction so long as such relevant transaction was permitted at the time incurred, made, acquired, committed, entered or declared as set forth in clause (i). For purposes of the calculation of compliance with any financial ratio for purposes of taking any action hereunder on any relevant date of determination, amounts denominated in currencies other than Canadian Dollars shall be translated into Canadian Dollars at the applicable currency exchange rate used in preparing the financial statements delivered pursuant to Sections 8.1(a) or 8.1(b) (or, prior to the first such delivery, the financial statements referred to in Section 5.14), as applicable, for the relevant Test Period and, at the option of the Borrower, will reflect the currency translation effects, determined in accordance with IFRS, of Hedging Agreements permitted hereunder in respect of currency exchange risks with respect

to the applicable currency in effect on the date of determination for the Canadian Dollar equivalent amount of such Indebtedness.

Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify with the Borrower's consent to appropriately reflect a change in currency of any country and any relevant market convention or practice relating to such change in currency.

Subject to and upon the terms and conditions set forth herein, Canada Infrastructure Bank, as initial Lender hereunder, agrees to establish a non-revolving construction credit facility, which shall be made available to the Borrower by the Lenders in a principal amount of up to but not exceeding the Commitment during the Availability Period (the "Credit Facility").

Each Borrowing under the Credit Facility shall be in Canadian dollars and all Obligations due and owing under the Credit Facility (including the payment of principal and interest) shall be paid in Canadian dollars.

Each Borrowing under the Credit Facility shall be a "Loan" and they shall be collectively "Loans". Once repaid, the Loans incurred hereunder may not be reborrowed.

The Borrower shall use the proceeds of a Borrowing to fund Project Costs that have been incurred by the Borrower prior to the date of such Borrowing.

When the Borrower desires to incur the Loans hereunder, the Borrower shall give the Administrative Agent written notice thereof (the "Notice of Borrowing") at the Notice Office at least fifteen Business Days' prior to the Loans; provided that (in either case) (1) such Notice of Borrowing shall be deemed to have been given on a certain day only if given before 11:00 A.M. on such day. Such Notice of Borrowing, except as otherwise expressly provided in Section 2.6, shall be irrevocable and shall be in writing in the form of Schedule 6.1, appropriately completed to specify: (i) the aggregate principal amount of the Loans to be incurred pursuant to such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (iii) that all conditions precedent to such Borrowing in Article 6 have been satisfied, and

(iv) such other matters required by the Notice of Borrowing. The Administrative Agent shall promptly give each Lender notice of such proposed Borrowing, of such Lender's proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

The Administrative Agent may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.

The Borrower agrees to pay interest in respect of the unpaid principal amount of each Loan (i) from the date of Borrowing thereof until November 27, 2031 (the "Step Up Date"), at a rate per annum equal to the Base Rate and (ii) from the Step Up Date until the maturity of the Loan (whether by acceleration or otherwise) at a rate per annum equal to the Base Rate plus 150 basis points.

Upon the occurrence and during the continuance of an Event of Default under Section 10.1(1), all overdue amounts outstanding hereunder shall bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by Applicable Law. Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

Subject to clause (4) below, accrued (and theretofore unpaid) interest shall be payable in cash in respect of each Loan, (x) quarterly in arrears on each Quarterly Payment Date, (y) on the date of any repayment or prepayment in full of all outstanding Loans, and (z) at maturity (whether by acceleration or otherwise) and, after such maturity, on demand.

Notwithstanding the foregoing, unless the Administrative Agent receives a written election from the Borrower to pay interest in cash (the "Cash Interest Election"), payment of accrued (and theretofore unpaid) interest on each applicable Loan comprising any Borrowing shall be deferred and, for purposes of the payment thereof and the accrual of compound interest thereon, be treated as having been capitalized and added to the then outstanding principal balance of such Loans on the date on which interest shall be payable pursuant to clause (3) above (the "PIK Payment"). Notice of the Borrower's election to exercise the Cash Interest Election shall be given not less than 15 days (or such shorter period as the Administrative Agent may agree) prior to the date on which such interest is due to be paid in cash. Unless the Borrower exercises the Cash Interest Election with respect to an interest payment date for any Borrowing as set forth herein, interest will be payable by way of a PIK Payment.

On and after the earliest of (i) the date that is two years following the Final Completion Date, (ii) the Longstop Date and (iii) the date of the initial Restricted Payment made by the Borrower pursuant to and in accordance with the terms of this Credit Agreement, the Borrower shall no

longer be permitted to pay interest by way of a PIK Payment and thereafter all interest due and owing hereunder shall be paid in cash on the applicably payment date.

The Borrower shall deliver notice to the Administrative Agent at least thirty (30) Business Days prior to the Final Completion Date informing the Administrative Agent of the date on which the Final Completion Date is to occur.

The Longstop Date may be extended for a period of up to 12 months if the Borrower is not able to achieve Final Completion by the then scheduled Longstop Date as a result of a Force Majeure. In order to extend the Longstop Date as a result of the Force Majeure, the Borrower shall be required to:

give prompt notice to the Administrative Agent of the proposed Force Majeure, setting forth in reasonable detail the details of such Force Majeure and its effect on the Project and the ability of the Borrower to achieve Completion prior to the then scheduled Longstop Date;

set forth a detailed budget of the Cost to Complete taking into consideration the proposed Force Majeure, together with a detailed accounting of Available Construction Funds to pay for such Project Costs, which budget shall be acceptable to the Technical Advisor and the Administrative Agent;

provide a certification that after taking into consideration the proposed Force Majeure there is no Funding Shortfall; and

provide a detailed mitigation plan undertaken by the Borrower with respect to the event that the Borrower is claiming caused the Force Majeure.

In the event that any Lender shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto but) that after the Closing Date the introduction of or any change in any Applicable Law or governmental rule, regulation, order, guideline, directive or request (whether or not having the force of law) concerning capital adequacy, or any change in interpretation or administration thereof by the NAIC or any Governmental Authority, central bank or comparable agency, will have the effect of increasing the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender based on the existence of such Lender's Commitments hereunder or its obligations hereunder, then the Borrower agrees to pay to such Lender, upon its written demand therefor, such additional amounts as shall be required to compensate such Lender or such other corporation for the increased cost to such Lender or such other corporation or the reduction in the rate of return to such Lender or such other corporation as a result of such increase of capital. In determining such additional amounts, each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, provided that such Lender's determination of compensation owing under this Section 2.7(1) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. Each Lender, upon determining that any additional amounts will be payable pursuant to this Section 2.7(1), will give prompt written notice thereof to the Borrower, which notice shall show in reasonable detail the basis for calculation of such additional amounts; provided that a Lender shall not demand compensation for any increased costs pursuant to a change if it shall not be

the general policy of such Lender to demand such compensation under equivalent provisions in other credit agreements.

Notwithstanding anything in this Agreement to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change after the Closing Date in a requirement of law or government rule, regulation or order, regardless of the date enacted, adopted, issued or implemented (including for purposes of this Section 2.6).

The Borrower may, from time to time, make voluntary prepayments against amounts owing under this Agreement, without premium or penalty. The Borrower shall give the Administrative Agent 3 Business Days' irrevocable advance notice in writing of its intent to prepay any Loans,

together with details of the Loans to be prepaid and the date and amount of the prepayment. Notwithstanding the foregoing:

in the event that the Borrower elects to make a partial prepayment of outstanding Loans the following conditions must be satisfied:

the Borrower shall have certified that:

no Default or Event of Default has occurred and is continuing and no Default or Event of Default would result as a consequence of any such prepayment;

no Funding Shortfall has occurred and is continuing or would result as a consequence of such prepayment;

the Technical Advisor shall have certified that

that all milestones set forth in the Construction Budget and Schedule shall be achieved and that no incremental delay in achieving any such milestone beyond the respective scheduled date therefor would reasonably be expected as a consequence of such prepayment; and

the Final Completion is likely to occur on or prior to the Longstop Date.

each partial prepayment of Loans shall be in an aggregate principal amount of at least Can$100,000 and in increments of Can$50,000, or if less, the remaining balance of the Loans then outstanding.

The Administrative Agent will promptly notify the Lenders in writing of the contents of the Borrower's prepayment notice and of each Lender's ratable share of the prepayment. For certainty, any prepayment of the principal amount of any Loans shall result in a permanent reduction of the Credit Facility.

All such voluntary prepayment of Loans shall be applied against the principal amount outstanding in the inverse order of maturity (and not pro rata against scheduled payments).

Following any partial voluntary prepayment, the Administrative Agent shall prepare an updated Loan Repayment Schedule, which shall replace the existing Loan Repayment Schedule and shall be binding upon the Borrower, absent manifest error.

In addition to any other mandatory repayments or prepayments pursuant to this Section 4.2, the Borrower hereby unconditionally promises to repay the outstanding principal amount of the Loans to the Administrative Agent for the account of each applicable Lender (x) on the first Business Day of each April, July, October and January prior to the Loan Maturity Date in accordance with the Loan Repayment Schedule (as updated from time to time in accordance with the terms hereof) and (y) on the Loan Maturity Date, in an amount equal to the remainder of the principal amount of the Loans outstanding on such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.

The Loan Repayment Schedule will be attached hereto as Schedule 4.2 on the Closing Date. The Loan Repayment Schedule (as thereafter amended in accordance with the terms hereof by the Administrative Agent) will be revised as final on the Final Completion Date after taking into account the amounts advanced by the Lenders to the Borrower during the Availability Period pursuant to the terms of this Agreement and any voluntary mandatory payments to occur prior to the Final Completion Date. The Loan Repayment Schedule finalized on the Closing Date and as adjusted on the Final Completion Date by the Administrative Agent (and as thereafter amended in accordance with the provisions hereof by the Administrative Agent) will be binding on the parties hereto absent manifest error. Following any prepayment or cancellation of the Loans following the Final Completion Date, the Loan Repayment Schedule will be revised by the Administrative Agent to account for the effect of such prepayment or cancellation, as applicable, and reattached hereto as Schedule 4.2.

In addition to any other mandatory repayments or prepayments of Loans pursuant to this Section 4.2, on or before the date of the Borrower making any Restricted Payment permitted pursuant to this Agreement:

Prior to the Final Completion Date, as a condition precedent to the Borrower making any Restricted Payment, (i) to the extent that there are Commitments equal to or greater than an amount equal to 33% of the amount of the Restricted Payment being declared on the applicable RP Payment Date (the "RP Construction Prepayment Amount"), the Borrower shall request that Canada Infrastructure Bank permanently reduce the Commitment by the RP Construction Prepayment Amount, (ii) if there are Commitments less than the RP Construction Prepayment Amount, the Borrower shall request that the remaining Commitments be cancelled and the Borrower shall be required to make a mandatory prepayment of Loans in an amount equal to the RP Construction Prepayment Amount minus the amount of Commitments cancelled pursuant to such request.

When the GHG Target becomes applicable,

If a GHG Report evidencing compliance with the GHG Target has been received by the Administrative Agent in accordance with Section 8.23 in the current calendar year for the immediately previous calendar year and does evidence compliance with the GHG Target for the immediately previous year, then the Borrower shall in the current calendar year, where the Borrower makes Restricted Payments in an amount in excess of Can$50,000,000, prepay the Loans in accordance with the requirements of Section 4.2(5) in an aggregate principal amount equal to 33% of the amount by which the aggregate total amount of all Restricted Payments made in the current calendar year exceeds Can$50,000,000 of Restricted Payments. For greater certainty, under this Section 4.2(2)(b)(i), no prepayment of the Loans shall be required in respect of the current calendar year if the Borrower's total aggregate amount of Restricted Payments in such calendar year is equal to or less than Can$50,000,000; or

If (i) a GHG Report evidencing compliance with the GHG Target has not been received by the Administrative Agent in accordance with Section 8.23 in the current calendar year for the immediately previous calendar year or does not evidence compliance with the GHG Target for the immediately previous calendar year;

the Borrower shall in the current calendar year prepay the Loans in accordance with the requirements of Section 4.2(4)in an aggregate principal amount equal to 33% of the amount of all Restricted Payments made in the current calendar year; or

If (i) a GHG Report evidencing compliance with the GHG Target has not been received by the Administrative Agent in accordance with Section 8.23 in the current calendar year for the immediately previous calendar year or does not evidence compliance with the GHG Target for the immediately previous calendar year;

the Borrower shall in the current calendar year prepay the Loans in accordance with the requirements of Section 4.2(3) in an aggregate principal amount equal to amount that would have been calculated in 4.2 (2) (b) (ii) (A) as if the Borrower was paying during the current calendar year Restricted Payments in the same amount as the amount of Restricted Payments paid in the immediately previous calendar year.

In addition to any other mandatory repayments or prepayments of Loans pursuant to this Section 4.2, within five Business Days of each date on or after the Closing Date upon which the Borrower or any of Subsidiary Guarantor receives any cash proceeds from Asset Dispositions made pursuant to Section 9.8 in excess of (i) US$5,000,000, in the case of any single transaction or a series of related transactions or (ii) US$15,000,000 in the aggregate in any fiscal year, the Borrower shall make a prepayment of Loans in an amount equal to 100% of the Net Available Cash therefrom, with such mandatory repayment to be applied in accordance with the requirements of Section 4.2(5); provided that such Net Available Cash shall not be required to be so allocated or applied on such date so long as no Event of Default then exists and such Net Available Cash shall be used to (i) prepay and permanently reduce the principal amounts of the Senior Obligations under the Senior Credit Documents or (ii) purchase assets (other than inventory and working capital) used or to be used in the businesses permitted pursuant to Section 8.22, in each case (x) within 365 days following the date of such Asset Disposition or (y) if the Borrower or a Restricted Subsidiary thereof has contractually committed to use such Net Available Cash before the expiration of the 365-day period referred to in clause (x), within 180 days after the end of such 365-day period, and provided further, that if all or any portion of such Net Available Cash not required to be so allocated or applied as provided above in this Section 4.2(1)(b) are not so reinvested within

In addition to any other mandatory repayments or prepayments of Loans pursuant to this Section 4.2, within five Business Days of each date on or after the Closing Date upon which the Borrower or any of its Restricted Subsidiaries receives any cash proceeds from any Casualty Event, to the extent the Borrower is not required to pay Senior Obligations under the Senior Credit Documents, the Borrower shall make a prepayment in an amount equal to 100% of the Net Available Cash from such Casualty Event, and with such mandatory repayment to be applied in accordance with the requirements of Sections 4.2(4) and (2); provided, however, that such Net Available Cash shall not be required to be so applied on such date so long as no Event of Default then exists and the Borrower has (x) delivered a certificate to the Administrative Agent on such date stating that such Net Available Cash shall be used to replace or restore any properties or assets in respect of which such Net Available Cash were paid within 365 days following the date of the receipt of such Net Available Cash (which certificate shall set forth the estimates of the Net Available Cash to be so expended) or (y) if the Borrower or a Restricted Subsidiary thereof has entered into a legally binding commitment to use such Net Available Cash to replace or restore any properties or assets in respect of which such Net Available Cash were paid before the expiration of the 365-day period referred to in preceding clause (x), within 60 days after the end of such 365-day period, and provided further, that if all or any portion of such Net Available Cash not required to be so applied pursuant to the preceding proviso are not so used within 365 days after the date of the receipt of such Net Available Cash (as such date may be extended as permitted above) (or, in either case, such earlier date, if any, as the Borrower or the relevant Restricted Subsidiary determines not to reinvest the Net Available Cash relating to such Casualty Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(4) without regard to the immediately preceding proviso.

The repayment of Loans shall be applied against the Loan Repayment Schedule in inverse order of maturity (and not on a pro rata basis against scheduled payments).

The Borrower shall give the Administrative Agent at least 10 Business Days prior written notice of such prepayment pursuant to this Section 4.2.

Payments Free of Taxes. All payments made by the Borrower hereunder will be made without setoff, counterclaim or other defense. Any and all payments by or on account of any obligation of any Credit Party under any Credit Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Credit Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payment of Other Taxes by the Credit Parties. The Credit Parties shall timely pay to the relevant Governmental Authority in accordance with Applicable Law any Other Taxes, or at the option of the Administrative Agent timely reimburse it for the payment of any Other Taxes.

Indemnification by the Credit Parties. The Credit Parties shall jointly and severally indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising there from or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (4).

Evidence of Payments. As soon as practicable after any payment of Taxes by any Credit Party to a Governmental Authority pursuant to this Section 4.4, such Credit Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent (subject to Required Lenders Negative Consent).

Status of Lenders.

Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Credit Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation shall not be required if in the Lender's reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

If a payment made to a Lender under any Credit Document would be subject to U.S. federal withholding Tax imposed pursuant to or in connection with 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 Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative 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, if any, to deduct and withhold from such payment. Solely for purposes of this Section 4.4(6)(b), "FATCA" shall include any amendments made to FATCA after the date of this Agreement.

Treatment of Certain Refunds. If any Lender determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 4.4 (including by the payment of additional amounts pursuant to this Section 4.4), it shall pay to the appropriate Credit Party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such Credit Party, upon the request of such Lender, shall repay to such Lender the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the Lender be required to pay any amount to a Credit Party pursuant to this paragraph (g) the payment of which would place

Survival. Each party's obligations under this Section 4.4 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Loan Commitments and the repayment, satisfaction or discharge of all obligations under any Credit Document.

The Administrative Agent shall have received evidence that the entering into this Agreement and the transactions contemplated by this Agreement, are permitted by the Senior Credit Documents, including, without limitation, being satisfied, acting reasonably, that no Borrowing under this Agreement will be a "Debt Issuance" as defined under the Senior Credit Documents and no Borrowing shall be subject to being used to prepay the Senior Obligations.

To the extent that the Senior Creditors require an intercreditor agreement with the Administrative Agent (on behalf of the Lenders) such intercreditor agreement shall be in form and substance acceptable to the Administrative Agent and the Lenders.

The Borrower or a Restricted Subsidiary shall have entered into a supply agreement (containing appropriate warranties and guarantees), in form and substance reasonably acceptable to the Lenders (the "EAF Supply Agreement") with an Acceptable Counterparty, which counterparty is reasonably acceptable to the Lenders.

The Borrower shall have delivered to the Lenders all other Material Project Documents entered into since the last Borrowing, which Material Project Documents shall be in form and substance acceptable to the Lenders and each with an Acceptable Counterparty, which counterparty is reasonably acceptable to the Lenders.

After the Closing Date, the financial statements most recently provided pursuant to Section 8.1(a) or (b), as applicable, present fairly, in all material respects, the consolidated financial position, results of operations and cash flows of the Borrower on a consolidated basis as of such dates and for such periods in accordance with IFRS, (x) except as otherwise expressly

noted therein, (y) subject, in the case of quarterly financial statements, to the absence of footnotes and normal year-end audit adjustments and except as may be necessary to reflect any differing entity and/or organizational structure prior to giving effect to the Transactions.

The Construction Budget and Schedule delivered to the Lenders has been prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time furnished, including compliance with all Material Permits and performance of all Material Project Documents in accordance with their terms.

Since the Closing Date, there have been no events, developments or circumstances that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

All proceeds of the Loans will be used by the Borrower to finance Project Costs that have been incurred.

As of the date of the Borrowing, or the relevant Quarterly Payment Date, as applicable there is no Funding Shortfall.

All utility services necessary for the development, construction and operation of the Project for its intended purposes in accordance with the Construction Budget and Schedule and Prudent Industry Practice are available at the Site or will be so available as and when required upon commercially reasonable terms.

All necessary easements, rights of way, agreements and other rights for the construction interconnection and utilization of the distribution lines have been acquired, in each case appropriate for the Project at its then given state of construction

Generally. Each of the Borrower and each of its Restricted Subsidiaries has good title to, or valid leasehold interests in, all its property material to its business, (other than Intellectual Property, which is the subject of Section 7.19), free and clear of all Liens except for Permitted Liens and minor irregularities or deficiencies in title that, individually or in the aggregate, do not materially interfere with its ability to conduct its business as currently conducted or to utilize such property for its intended purpose. Except as could reasonably be expected to result in a Material Adverse Effect, the property of the Borrower and its Restricted Subsidiaries, taken as a whole, (i) as of the date hereof, is in good operating order, condition and repair (ordinary wear and tear excepted) and (ii) constitutes all the property which is required for the business and operations of the Borrower and its Restricted Subsidiaries as presently conducted.

Sufficiency of Project Assets. Other than those that can be reasonably expected to be commercially available when and as required having regard to the state of construction of the Project, rights currently owned or leased by the Borrower, the Applicable Permits and other rights granted pursuant to the Material Project Documents:

comprise all of the property interests (both real and personal) necessary to secure any right material to the development, construction, installation, completion, operation and maintenance of the Project in accordance with all Applicable Law, all without reference to any proprietary information not owned by the Borrower (or the Borrower GP, as its general partner) or available to the Borrower (or the Borrower GP, as its general partner) under the Material Project Documents;

are sufficient to enable the Project to be located, constructed, operated and maintained on the Site in substantially the manner contemplated by the Construction Budget and Schedule; and

provide adequate ingress and egress for any reasonable purpose in connection with the construction, operation and maintenance of the Project under the Material Project Documents.

Real Property. Schedule 7.12 dated the Closing Date contain a true and complete list of each interest in Real Property (i) owned by the Borrower or any of its Restricted Subsidiaries as of the date hereof and required to be obtained to achieve Completion of the Project and describe in all material respects whether such owned Real Property is leased and if leased whether the underlying Lease contains any option to purchase all or any portion of such Real Property or any interest therein or contains any right of first refusal relating to any sale of such Real Property or any portion thereof or interest therein and (ii) leased, subleased or otherwise occupied or utilized by the Borrower or any of its Restricted Subsidiaries, as lessee, sublessee, franchisee or licensee, as of the date hereof and, in the case of clause (ii) of this Section 7.12(3), whether any Lease requires the consent of the landlord or tenant thereunder, or other party thereto, to the Transactions.

There are no material services, materials or rights which may reasonably be expected to be required for the development, construction, operation or maintenance of the Project in accordance with the Material Project Documents, the Construction Budget and Schedule other than those being provided under the Material Project Documents or that can reasonably be expected to be commercially available at the Site on commercially reasonable terms.

Except as set forth in Schedule 7.17, or except as, either individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect:

The Borrower and its Restricted Subsidiaries and their businesses, operations and Real Property are in compliance with all, and have not violated any, applicable Environmental Laws;

The Borrower and its Restricted Subsidiaries have obtained all Environmental Permits required for the conduct of their businesses and operations as currently conducted, and the ownership, operation and use of their property and all such Environmental Permits are valid and in good standing;

There has been no Release or threatened Release of Hazardous Material on, at, in under or from any Real Property or facility presently owned, leased or operated by the Borrower or any of its Restricted Subsidiaries or any of their predecessors in interest, or to the knowledge of the Borrower and its Restricted Subsidiaries, at any other property or facility for which the Borrower or any of its Restricted Subsidiaries has responsibility, that could result in liability to the Borrower or any of its Restricted Subsidiaries under any applicable Environmental Law; and

(A) There is no Environmental Claim pending or, to the knowledge of the Borrower and its Restricted Subsidiaries, threatened, against the Borrower or any of its Restricted Subsidiaries, or relating to any Real Property currently owned, leased or operated by the Borrower or any of its Restricted Subsidiaries or their predecessors in interest or relating to the operations of the Borrower or any of its Restricted Subsidiaries; and (B) to the knowledge of the Borrower and its Restricted Subsidiaries, there are no facts, circumstances or conditions that could form the basis of such an Environmental Claim.

Except as set forth in Schedule 7.17, except (with respect to environmental matters occurring after the Closing Date) as may be disclosed in future written notices provided to the Administrative Agent promptly after such environmental matter first comes to the attention of an Authorized Officer of any Credit Party, or except as, either individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect:

No Real Property or facility owned, operated or leased by the Borrower or any of its Restricted Subsidiaries and no Real Property is listed or proposed for listing on or included on any list maintained by any Governmental Authority describing contaminated or potentially contaminated sites including any such list relating to petroleum or its constituents, derivatives or fractions; and

No Lien has been recorded or registered or, to the knowledge of the Borrower or any of its Restricted Subsidiaries, threatened under any Environmental Law with respect to any Real Property or other assets of the Borrower and its Restricted Subsidiaries.

Ownership/No Claims. Each of Holdings and the Borrower and each of its Restricted Subsidiaries owns, or is licensed to use, all patents, patent applications, trademarks, industrial designs, trade names, service marks, source identifiers, copyrights, technology, trade secrets, proprietary information, domain names, social media identifiers, know-how, methods and processes (collectively, "Intellectual Property") necessary for the conduct of its business as currently conducted, except for those the failure to own or license which, either individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. As of the Closing Date, to the knowledge of the Borrower, no claim has been asserted in writing and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity, ownership or effectiveness of any such Intellectual Property, in each case, except for any claim that would not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries know of any pending claim or any valid basis for any such claim. The operation by each of the Borrower and each of its Restricted Subsidiaries' respective businesses does not infringe the rights of any Person, except for such claims and infringements that, either individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

No Violations or Proceedings. To the knowledge of the Borrower, and except as would not reasonably be expected to result in a Material Adverse Effect, on and as of the Closing Date, there is no violation by others of any right of any Credit Party with respect to any Intellectual Property pledged by it under the name of such Credit Party except as may be set forth on Schedule 7.19.

Holdings and its Subsidiaries are in compliance in all material respects with all Anti-Corruption Laws, applicable Sanctions and all Applicable Law relating to terrorism or money laundering ("Anti-Terrorism Laws"), including in each case to the extent applicable Executive Order No. 13224 on Terrorist Financing effective September 24, 2001 (the "Executive Order"), the Patriot Act, the Criminal Code (Canada) and the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada). Neither Holdings nor any of its Subsidiaries or any of their respective officers or directors nor, to the knowledge of each Credit Party, any employees or

agents acting on behalf of Holdings or any of its Subsidiaries, as the case may be, is a Designated Person.

No part of the proceeds of any Loans will be used, directly or indirectly, by the Credit Parties or any Subsidiary, in violation of Sanctions or for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of Anti-Corruption Laws.

As of the Closing Date, to the best knowledge of the Borrower, the information included in the Beneficial Ownership Certification and know your customer and anti-money laundering information and documentation provided on or prior to the Closing Date to any Lender in connection with this Agreement is true and correct in all material respects.

On or before the date of each Borrowing, the Borrower has delivered a certified list of all Material Permits. The Borrower has no reasonable belief that any Material Permit which has

been obtained will be suspended, cancelled or revoked. The Borrower has no reasonable belief that any Material Permit that has not yet been obtained and would not normally be obtained at the current stage of construction or operation of the Project, will not be obtained prior to the time it becomes necessary for the current stage of construction or operation of the Project.

the Borrower has delivered a certified copy to the Administrative Agent of each Material Project Document that is then in effect. There are no material services, materials or rights which may reasonably be expected to be required for the construction, operation or maintenance of the Project in accordance with each Construction Budget and Schedule other than those being provided under the Material Project Documents or that can reasonably be expected to be commercially available at the site on commercially reasonable terms and in any event for a cost and in a timeframe that is in accordance with the Construction Budget and Schedule.

The Borrower has prepared the Construction Budget and Schedule and is responsible for developing the assumptions on which the Construction Budget and Schedule are based. The Construction Budget and Schedule (a) are based on reasonable assumptions as to all legal and factual matters material to the estimates set forth therein and (b) are consistent in all material respects with the provisions of the Material Project Documents and the Material Permits and the required timing of acquiring such permits in order to achieve Final Completion by the Longstop Date.

Quarterly Financial Statements. Within 60 days after the close of each of the first three quarterly accounting periods in each Fiscal Year, (i) the consolidated balance sheet of Holdings as at the end of such quarterly accounting period and the related consolidated statements of income and retained earnings and statement of cash flows for such quarterly accounting period and for the elapsed portion of the Fiscal Year ended with the last day of such quarterly accounting period, in each case setting forth comparative figures for the corresponding quarterly accounting period in the prior Fiscal Year and comparable budgeted figures for such quarterly accounting period as set forth in the respective budget delivered pursuant to Section 8.1(d), all of which shall be certified by the chief financial officer or vice president, finance, of the Borrower that they fairly present in all material respects in accordance with IFRS the financial condition of Holdings and its Subsidiaries, on a consolidated basis, as of the dates

indicated and the results of their operations for the periods indicated, subject to normal year-end audit adjustments and the absence of footnotes, and (ii) management's discussion and analysis of the important operational and financial developments during such quarterly accounting period.

Annual Financial Statements. Within 120 days after the close of each Fiscal Year, (i) the consolidated balance sheet of Holdings as at the end of such Fiscal Year and the related consolidated statements of income and retained earnings and statement of cash flows for such Fiscal Year setting forth comparative figures for the preceding Fiscal Year and certified by Deloitte & Touche LLP or other independent certified public accountants of recognized national standing reasonably acceptable to the Administrative Agent (subject to Required Lenders Negative Consent), accompanied by an opinion of such accounting firm (which opinion shall not be subject to a "going concern" or scope of audit qualification (except for any such qualification pertaining to, or disclosure of an exception or qualification resulting from, the maturity (or impending maturity) of any Indebtedness in each case occurring within one year of the date of delivery of the relevant audit opinion, any breach or anticipated breach of any financial covenant or the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiary, but may include a "going concern" explanatory paragraph or like statement), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Borrower as at the dates indicated and its income and cash flows for the periods indicated in conformity with generally accepted auditing standards and (ii) management's discussion and analysis of the important operational and financial developments during such Fiscal Year. For greater certainty, such annual financial statements (or the management's discussion and analysis in respect thereof) shall include, with respect to the last quarter, comparative figures for the corresponding quarterly accounting period in the prior Fiscal Year and comparable budgeted figures for such quarterly accounting period as set forth in the respective budget delivered pursuant to Section 8.1(d).

Management Letters. Promptly after Holdings', the Borrower's or any of its Restricted Subsidiaries' receipt thereof, a copy of any "management letter" received from its certified public accountants and management's response thereto.

Construction Budget and Schedule and Project Execution Plan. Deliver within 15 days of the end of each quarter, (i) the draft construction budget and schedule in accordance with Section 8.18 and (ii) construction report, which shall include variance analysis to the most recent Construction Budget and Schedule and the Base Case Budget and Schedule (including as to the then applicable Net Working Capital and the then current contingency amount). Deliver within 15 days of the end of each quarter an updated Project Execution Plan that is in form and substance acceptable to the Administrative Agent (or confirm no such updates are required).

Material Permits and Material Project Documents. Promptly upon entering into a Material Project Document or receiving a Material Permit, as applicable, deliver to the Administrative agent a certified copy of such permit or contract. Promptly upon receiving notice of or knowledge of, as applicable, a breach of a Material Permit or Material Project Document, deliver to the Administrative Agent details of such breach and all such actions that are being taken to remedy such breach. Promptly deliver to the Administrative Agent, copies of all notices and reports delivered by or delivered to a counterparty to a Material Permit or Material Project Document.

Operating Budgets. No later than 60 days following the first day of each Fiscal Year following Final Completion, an operating budget for each of the four quarters of the next Fiscal Year of the Borrower in form and substance acceptable to the Administrative Agent (the "Operating Budget"), (including budgeted statements of income, sources and uses of cash and balance sheets for the Borrower and its Restricted Subsidiaries on a consolidated basis and an analysis of the variance from the prior year's Operating Budget).

Compliance Certificates. At the time of the delivery of the financial statements provided for in Sections 8.1(a) and (b) (commencing with the first full fiscal quarter ending after the Closing Date), a Compliance Certificate from the chief financial officer or vice president, finance, of the Borrower in the form of Exhibit H certifying on behalf of the Borrower that, to such officer's knowledge after due inquiry, no Default or Event of Default has occurred and is continuing or, if any Default or Event of Default has occurred and is continuing, specifying the nature and extent thereof, which certificate shall (i) if delivered with the financial statements required by Section 8.1(b), set forth in reasonable detail the amount of (and the calculations required to establish the amount of) Unrestricted Cash for the most recent Calculation Period, and (ii) include the consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements.

Notice of Event of Default, Litigation and Material Adverse Effect. Promptly, and in any event within three Business Days after any officer of Holdings, the Borrower or any of its Restricted Subsidiaries obtains knowledge thereof, notice of (i) the occurrence of any event which constitutes an Event of Default, (ii) any litigation or governmental investigation or proceeding pending against Holdings, the Borrower or any of its Restricted Subsidiaries (x) which, either individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect or (y) with respect to any Credit Document or (iii) any other event, change or circumstance that has had, or would reasonably be expected to have, a Material Adverse Effect.

Other Reports and Filings. Promptly after the filing or delivery thereof, copies of all financial information, proxy materials and reports, if any, which Holdings, the Borrower or any of its Restricted Subsidiaries shall publicly file with the U.S. Securities and Exchange Commission (or the Canadian equivalent thereof) or any successor thereto (the "SEC") or deliver to holders (or any trustee, agent or other representative therefor) of any Qualified Preferred Stock, or any of its Material Indebtedness pursuant to the terms of the documentation governing the same.

Environmental Matters. Promptly after any Authorized Officer of Holdings, the Borrower or any of its Restricted Subsidiaries obtains actual knowledge thereof, notice of the following environmental matters to the extent that such environmental matters, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect:

any pending or threatened Environmental Claim against the Borrower or any of its Restricted Subsidiaries or any Real Property owned, leased or operated by the Borrower or any of its Restricted Subsidiaries;

any condition or occurrence on or arising from any Real Property owned, leased, managed, controlled or operated by the Borrower or any of its Subsidiaries that (a) results in noncompliance by the Borrower or any of its

Subsidiaries with any applicable Environmental Law or (b) could reasonably be expected to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any such Real Property;

Organizational Documents. Promptly, copies of any Organizational Documents of Holdings, the Borrower or any of its Restricted Subsidiaries that have been amended or modified as provided in Section 9.7 and a copy of any notice of default given or received by Holdings, the Borrower or any of its Restricted Subsidiaries under any Organizational Document within 15 days after Holdings, the Borrower or such Restricted Subsidiary gives or receives such notice.

PATRIOT Act, Beneficial Ownership Regulation, etc. Promptly following any written request therefor, such information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable "know your customer" and anti-money laundering rules and regulations, including the PATRIOT Act and the Beneficial Ownership Regulation.

Cancellation of Insurance. Promptly (but in any event within five Business Days of receipt thereof) inform the Administrative Agent if any Credit Party receives notice of cancellation of any insurance policy required to be maintained pursuant to Section 8.3.

Borrowing Base Certificate. Promptly following delivery thereof to the agent or lenders under any ABL Facility, provide the Administrative Agent the Borrowing Base Certificate and any other borrowing base certificate (if any) under revolving credit facilities that in each case are delivered to Senior Creditors.

Senior Credit Document Information. Immediately following provision of such information to Senior Creditors (or any agents thereof) provide to the Administrative Agent all information, reports and notices that are provided to Senior Creditors that is not otherwise provided to the Administrative Agent or the Lenders hereunder.

GHG and other Environmental Reporting. Promptly provide to the Administrative Agent following provision of such reporting or information to SIF or Governmental Authority, all information prepared by the Borrower or required to be prepared by the Borrower with respect to GHG or other Environmental Law.

ESG Reporting. To the extent that the Borrower or any of its Affiliates provides any notices, reports or other information to Senior Creditors related to environmental, social or governance matters, ("ESG Reporting"), the Borrower shall forthwith provide all such ESG Reporting, if any, to the Administrative Agent.

Communication with Governmental Authorities. The Borrower shall provide promptly to the Administrative Agent copies of all material correspondence and other material information (including written summaries of material conversations) that the Borrower provides or receives from Governmental Authorities related to the Project, including (i) with respect to carbon taxes (and any analogous regime that relates to GHG management through regulatory schemes or taxation) and (ii) with respect to all matters related to achieving Electrification Completion, including power prices and

transmission capacity (including the Ontario Energy Board and the Independent Electricity System Operator as well as local distribution companies, as applicable).

Incurrence of Debt. As soon as practicable,in connection with the Incurrence of any Indebtedness that constitutes Senior Obligations or Junior Financing, the Borrower shall provide a detailed summary of such Indebtedness and provide drafts of the material credit documents related to such Indebtedness.

Indigenous Group Matters. Promptly provide copies of any claim or legal proceeding (i) pending by any Indigenous group involving the Borrower or the Project or (ii) threatened in writing against the Borrower or the Project by any Indigenous group.

Other Information. From time to time, such other information regarding the financial condition or business of the Borrower or any of its Restricted Subsidiaries or the Project as the Administrative Agent, the Technical Advisor or any Lender (through the Administrative Agent) may reasonably request; provided, however, that none of Holdings, the Borrower or any Restricted Subsidiary shall be required to disclose or provide any information (i) that constitutes non-financial trade secrets or non-financial proprietary information of Holdings, the Borrower or any of its subsidiaries or any of their respective customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any Applicable Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into solely in contemplation of the requirements of this Section 8.1); provided, further, that in the event the Borrower does not provide any certificate, report or information requested pursuant to this Section 8.1 in reliance on the preceding proviso, the Borrower shall provide notice to the Administrative Agent that such certificate, report or information is being withheld and the Borrower shall use commercially reasonable efforts to describe, to the extent both feasible and permitted under applicable Requirements of Law or confidentiality obligations, or without waiving such privilege, as applicable, the applicable certificate, report or information.

The Borrower will, and will cause each of its Restricted Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity with all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities in order to permit the preparation of financial statements in conformity with IFRS. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit officers and designated representatives of the Administrative Agent or any Lender to visit and inspect, under guidance of officers of the Borrower or such Restricted Subsidiary, any of the properties of the Borrower or such Restricted Subsidiary, and to examine the books of account of the Borrower or such Restricted Subsidiary and discuss the affairs, finances and accounts of the Borrower or such Restricted Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all upon reasonable prior notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or any such Lender may reasonably request.

At the request of the Administrative Agent (acting at the written instruction or direction of the Required Lenders acting reasonably), the Borrower will within 10 days after the date of the delivery (or, if later, required delivery) of the quarterly and annual financial information pursuant to Sections 8.1(a) and (b), hold a conference call or teleconference, at a time selected by the Borrower with such of the Lenders that choose to participate, to review the financial results of the previous Fiscal Quarter or Fiscal Year, as the case may be, and the financial condition of the Borrower and its Restricted Subsidiaries and the budgets presented for the current Fiscal Year of the Borrower and its Restricted Subsidiaries.

Generally. Except where the failure to do so would not reasonably be expected to have a Material Adverse Effect, the Borrower will, and will cause each of its Restricted Subsidiaries to, keep its insurable property adequately insured at all times by financially sound and reputable insurers and maintain such other insurance, to such extent and against such risks

as is customary with companies in the same or similar businesses operating in the same or similar locations, including insurance with respect to owned properties and other properties material to the business of the Borrower and its Restricted Subsidiaries against such casualties and contingencies and of such types and in such amounts with such deductibles as is customary in the case of similar businesses operating in the same or similar locations, including (i) physical hazard insurance on an "all risk" basis, (ii) commercial general liability against claims for bodily injury, death or property damage covering any and all insurable claims, (iii) explosion insurance in respect of any boilers, machinery or similar apparatus, (iv) business interruption insurance and (v) such other insurance as may be required by any Applicable Law; provided that with respect to physical hazard insurance, neither the Borrower or any of its Restricted Subsidiaries shall agree to the adjustment of any claim thereunder without the consent of the other (such consent not to be unreasonably withheld or delayed); provided, further, that the consent of neither the Borrower nor any of its Restricted Subsidiaries shall be required during an Event of Default.

Requirements of Insurance. All such insurance shall (i) provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least 30 days (or 10 days in the case of the failure to pay any premiums thereunder) after receipt by the Administrative Agent of written notice thereof and (ii) name the Administrative Agent as additional insured on behalf of the Lenders (in the case of liability insurance).

Flood Insurance. If any portion of any owned property is any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a Flood Hazard Property with respect to which flood insurance has been made available under the Flood Insurance Laws, then Borrower shall (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws, (ii) cooperate with the Administrative Agent and provide information reasonably required by the Administrative Agent to comply with the Flood Insurance Laws and (iii) deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent (subject to Required Lenders Negative Consent), including evidence of annual renewals of such insurance.

Broker's Report. The Borrower shall deliver to the Administrative Agent and the Lenders a report of a reputable insurance broker with respect to such insurance and such supplemental reports with respect thereto as the Administrative Agent may from time to time reasonably request.

Except where failure to do so will not reasonably be expected to have a Material Adverse Effect, the Borrower will comply, and will cause each of its Restricted Subsidiaries to comply, with all Environmental Laws; obtain and renew all Environmental Permits applicable to its business facilities, operations and Real Property; and conduct all Responses required by, and in accordance with, Environmental Laws which, if not so conducted, could reasonably be expected to result in the creation of any Lien in favor of any Governmental Authority for (i) liability under Environmental Laws or (ii) damages arising from, or costs incurred by, such Governmental Authority in response to a Release or threatened Release of any Hazardous Material into the Environment; provided that neither the Borrower, nor any of its Restricted Subsidiaries shall be required to undertake any Response to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with IFRS.

If an Event of Default that results in the Release of Hazardous Materials or is otherwise a breach of Section 8.6(1) shall have occurred and be continuing for more than 45 days, at the written request of the Administrative Agent or the Required Lenders through the Administrative Agent, the Borrower or any of its Subsidiaries shall provide to the Lenders within 90 days after such request (or such longer period as may be agreed by the Administrative Agent in its sole discretion), at the expense of the Borrower, a report, prepared by a reputable environmental consulting firm reasonably acceptable to the Administrative Agent (subject to Required Lenders Negative Consent), with respect to each owned real property with respect to which a breach of Section 8.6(1) has occurred, describing the Release of Hazardous Materials or the breach of Section 8.6(1) and any related adverse impacts, and the estimated cost of any Response that may be required pursuant to Environmental Laws to address such Release or breach of Section 8.6(1) and related adverse impacts.

If information becomes available to the Borrower or Canada Infrastructure Bank or a change is proposed for, or made to the Project or otherwise, which would trigger the requirement for consultation following the Closing Date, the Borrower will work with Canada Infrastructure Bank to support procedural aspects related to the Crown's legal duty to consult, and where appropriate, to accommodate Indigenous groups adversely affected by the Project. In such event, the Borrower shall propose a consultation plan, which shall be to Canada Infrastructure Bank's reasonable satisfaction having regard to the procedural aspects of the Crown's duty to consult, and which will include, at a minimum:

a description of the Project, including Canada Infrastructure Bank's role, which is sufficiently detailed, and which can form the basis of meaningful engagement with affected Indigenous groups;

a list of all Indigenous groups proposed to be contacted;

the methods by which communications will be undertaken;

a commitment to providing affected Indigenous groups with updates and information on the development, construction and operation of a Project;

a proposal for creating a record of communications; and

a proposed time frame.

The Borrower shall develop and construct the Project in accordance with (i) the then applicable Construction Budget and Schedule (including achieving Mechanical Completion, Substantial Completion, Electrification Completion and Final Completion in accordance with the then applicable schedule set forth therein), (ii) Prudent Industry Practice, and (iii) the applicable Material Project Documents and Material Permits.

The Borrower shall operate and maintain the Project in accordance with (i) Prudent Industry Practice, (ii) the Operating Budget, and (iii) the applicable Material Project Documents and Material Permits.

Not later than the fifteenth day of each quarter prior to Final Completion, the Borrower shall submit to the Administrative Agent an updated draft construction budget and schedule based upon the prior Construction Budget and Schedule then in effect.

(2) If with respect to any draft construction budget and schedule, (i) if both the Project Costs and projected cash flows as set forth in such draft are within 5% of their respective amounts on a cumulative basis in the Construction Budget and Schedule that was delivered on the Closing Date (the "Base Case Budget and Schedule") and (ii) there is no Funding Shortfall, then the draft shall automatically be approved and become the then effective Construction Budget and Schedule. If with respect to any draft Construction Budget and Schedule, (i) either the Project Costs or projected cash flows (or both) as set forth in such draft are not within 5% on a cumulative basis of their respective amounts in the Base Case Budget and Schedule or (ii) there is a Funding Shortfall, such draft construction budget and schedule shall not be accepted as the current Construction Budget and Schedule without the approval of the Administrative Agent, in its sole discretion. If the Administrative Agent does not respond to a draft construction budget and schedule submitted by the Borrower within 20 Business Days of the Administrative Agent's receipt of the draft thereof, then such draft construction budget and schedule shall be deemed to be approved by the Administrative Agent. The Administrative Agent agrees to use commercially reasonable efforts to engage and negotiate an approved version of the construction budget and schedule. If a draft construction budget and schedule does not become the then existing Construction Budget and Schedule for a period of 3 consecutive months or for any 4 months in a 12 month period, this covenant shall be breached and be a "Default" for the purpose of determining whether the Restricted Payment Conditions have been satisfied and for the purposes of Section 6.5 being satisfied and the Credit Facility being available for a Borrowing, but not a Default or Event of Default for the purposes of Article 10.

For greater certainty, any proposed revision to a Construction Budget and Schedule that results in (i) a projected Funding Shortfall prior to Final Completion or (ii) the projected Final Completion Date being beyond the Longstop Date shall require the approval of the Administrative Agent, in its sole discretion.

At all times, the Construction Budget and Schedule shall be reflective of (i) Material Project Documents that have been entered into, (ii) Material Permits that have been issued, (iii) projected Material Project Documents that will be entered into and projected Material Permits that will be issued (and the projected relevant dates), (iii) the good faith estimate of Project Costs together with reasonable timelines and milestone dates given the foregoing, (iv) updated Cost to Complete (including contingency amounts) and projected Available Construction Funds (including the Net Working Capital Requirement and a good faith estimate of projected cash flows of the Borrower), given the foregoing, and (iv) development and construction of the Project in accordance with Prudent Industry Practice.

The Borrower will maintain in effect policies and procedures reasonably designed to ensure compliance by itself, its Subsidiaries and their respective directors, officers, employees and agents with applicable Sanctions and in accordance with ethical standards of business conduct.

The Borrower will and will cause each of its Subsidiaries to conduct its business in compliance in all material respects with applicable Anti-Terrorism Laws, and shall not use any funding or

proceeds from this Agreement to fund any business directly or indirectly with any Designated Person, or with Persons in countries that are the target of Sanctions (currently Crimea, Iran, Cuba, Syria and North Korea), except to the extent permissible for a Person required to comply with Sanctions, or in any other manner that would result in the violation of any Sanctions applicable to any party hereto;

Notwithstanding any other provision of this Section 8.19, no Canadian Credit Party shall be required to comply with any applicable Anti-Terrorism Laws, or shall be restricted from engaging in any transaction, in each case, to the extent that such compliance or restriction would breach the Foreign Extraterritorial Measures Act (Canada).

The Borrower shall use reasonable efforts to develop, construct and operate the Project in a manner that, in the Borrower's good faith judgment is consistent with achieving the GHG Target following full implementation of the Project in accordance with the Construction Budget and Schedule, provided that it shall not constitute a Default or Event of Default if the Borrower fails to meet such GHG Target. The Borrower shall deliver a report not later than 60 days following the end of each calendar year, in form and substance acceptable to the Administrative Agent, which report shall report on the Borrower's Facility Emissions (the "GHG Report"). For greater certainty, such report shall be prepared by an independent third party and contain reliance language in respect of the Administrative Agent and the Lender(s) hereunder. The Borrower shall provide the Administrative Agent all underlying data related to the GHG Report reasonably requested by the Administrative Agent, including grid electricity consumption data required to calculate the emissions related to purchased electricity by the Project.

[REDACTED - TRADE SENSITIVE INFORMATION].

The Borrower will not consolidate with, amalgamate or merge with or into or convey, transfer or lease all or substantially all its assets to, any Person, unless:

the resulting, surviving, continuing or transferee Person (the "Successor Company") will be a Person organized and existing under the laws of Canada or any Province of Canada at the time of the execution of an assignment and assumption agreement and the Successor Company (if not the Borrower) will expressly assume, by an assignment and assumption agreement, executed and delivered to the Administrative Agent and

the Administrative Agent, in form satisfactory to the Administrative Agent (subject to Required Lenders Negative Consent), all the obligations of Borrower under the Credit Documents;

immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing;

the Borrower shall have delivered to the Administrative Agent an Officer's Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation or transfer and such supplemental indenture (if any) comply with this Agreement and an Opinion of Counsel stating that such assignment and assumption agreement and the Credit Documents after giving effect to any related amendments thereto have been duly authorized, executed and delivered and are legal, valid and binding agreements enforceable against the applicable Successor Company (in each case, in form satisfactory to the Administrative Agent (subject to Required Lenders Negative Consent)), provided that in giving an Opinion of Counsel, counsel may rely on an Officer's Certificate as to any matters of fact, including as to satisfaction of clauses (b) and (c) above; and

each Subsidiary Guarantor shall deliver a reaffirmation agreement in respect of its Guaranty with respect thereto to the Administrative Agent.

No Subsidiary Guarantor may:

consolidate with or merge or amalgamate with or into any Person, or

sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or

permit any Person to merge or amalgamate with or into the Subsidiary Guarantor, unless:

the other Person is the Borrower or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; provided that if such other Person is the Borrower, either (x) the Borrower shall be the continuing or surviving Person or (y) such transaction shall comply with the requirements set forth in Section 9.2(1); or

either (x) a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guaranty of the Obligations, this Agreement and the other Credit Documents; and

the transaction constitutes a sale or other disposition (including by way of consolidation, merger or amalgamation) of the Subsidiary Guarantor or the sale or disposition of all or substantially all the assets of the Subsidiary Guarantor (in each case other than to the Borrower or a Restricted Subsidiary) otherwise permitted by this Agreement.

The foregoing provisions shall not apply to:

any Permitted Acquisition;

any Asset Disposition (including dispositions constituting any part of a Permitted Reorganization) permitted pursuant to Section 9.8; and

(i) the liquidation or dissolution of any Restricted Subsidiary if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower, is not materially disadvantageous to the Lenders, and the Borrower or any Restricted Subsidiary receives any assets of the relevant dissolved or liquidated Restricted Subsidiary; (ii) any merger, amalgamation, dissolution, liquidation or consolidation, the purpose of which is to effect (A) any disposition otherwise permitted under Section 9.8 or this Section 9.2 or (B) any Permitted Investment; and (iii) the Borrower or any Restricted Subsidiary may be converted into another form of entity, in each case, so long as such conversion does not adversely affect the value of the Guaranty, taken as a whole.

The Borrower will not, and will not permit any of its Restricted Subsidiaries, directly or indirectly, to:

declare or pay any dividend or make any distribution on or in respect of the Borrower's or any Restricted Subsidiary's Capital Stock (including any payment in connection with any merger, amalgamation or consolidation involving the Borrower or any of its Restricted Subsidiaries) except: (x) dividends or distributions payable in Capital Stock of the Borrower (other than Disqualified Stock) or in options, warrants or other rights to purchase such Capital Stock of the Borrower; and (y) dividends or distributions payable to the Borrower or a Restricted Subsidiary (and, in the case of any such Restricted Subsidiary making such dividend or distribution, to holders of its Capital Stock other than the Borrower or another Restricted Subsidiary on no more than a pro rata basis);

purchase, redeem, retire or otherwise acquire for value any Capital Stock of the Borrower or any Parent Entity of the Borrower held by Persons other than the Borrower or a Restricted Subsidiary of the Borrower;

voluntarily purchase, repurchase, redeem, prepay, repay, defease or otherwise acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any (A) Junior Financing in excess of US$5,000,000 (other than (i) any such purchase, repurchase, redemption, defeasance or other acquisition or retirement in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case, due within one year of the date of such purchase, repurchase, redemption, prepayment, repayment, defeasance or other acquisition or retirement and (ii) any Indebtedness Incurred pursuant to 9.4(1)(c) or (B) Senior Obligations in excess of the face or par amount of such Senior Obligations, provided that if any such voluntary prepayment is made of Senior Obligations only the amount in excess of the face or par (including makewhole amounts, break fees and other amounts paid in connection with such prepayment) shall constitute a Restricted Payment (each, a "Restricted Debt Payment"); or

make any Restricted Investment (any such dividend, distribution, purchase, redemption, prepayment, repayment, repurchase, defeasance, other acquisition, retirement or Restricted Investment referred to in the preceding clauses (a) through (d) are referred to herein as a "Restricted Payment"),

the Restricted Payment may only be declared within 20 days of the last day of a Fiscal Quarter (each such date, a "RP Payment Date");

all conditions (if any) to the making of such Restricted Payments under the Senior Credit Documents have been satisfied (or such Restricted Payments are otherwise not prohibited thereunder);

If the Restricted Payment is made prior to the Final Completion Date:

After taking into consideration any proposed Restricted Payment, (i) there is no Funding Shortfall (ii) the Borrower has access to an amount of monies equal to (x) 100% of the amount of the "contingency amount" included within the Construction Budget and Schedule plus (y) the Available Construction Funds required to achieve Final Completion, (iii) the Borrower reasonably expects that Final Completion shall occur

on or before the Longstop Date, and (iv) a certificate from the Technical Advisor confirming (i) and with respect to (iii) the Technical Advisor confirms the reasonableness of the Borrower's expectation with respect to achieving Final Completion prior to the Longstop Date;

all interest payments due hereunder that were subject to a PIK Payment and capitalized in accordance with Section 2.5(4) shall have been paid in full and all accrued interest due and payable prior to the date of such Restricted Payment shall be paid in cash prior to or concurrently therewith and the Borrower acknowledges that all future interest payments shall be paid in cash; and

the Commitment has been reduced or the Loans prepaid, as applicable, by the amount required by Section 4.2(5);

If the Restricted Payment is being made following the Final Completion Date, the first interest payment in cash has been made with respect to the Loans prior to or concurrently with such Restricted Payment and a mandatory prepayment of the loans shall be made concurrently with the Restricted Payment in accordance with Section 4.2(5);

no Default or Event of Default has occurred prior to and is continuing at the date of such Restricted Payment, or would reasonably be expected to occur as a result of such Restricted Payment;

there shall be a then current Construction Budget and Schedule that is effective in accordance with Section 8.18.

the Borrower shall have Unrestricted Cash in an amount not less than the amount required to make the mandatory prepayment required by Section 4.2(5);

the Borrower shall have sufficient (i) cash or Cash Equivalents or (ii) availability under the ABL Facility or other revolving credit facilities to cover than the Net Working Capital Requirement;

all mandatory prepayments required by the Credit Documents have been made or will be made concurrently with such Restricted Payment; and

the Consolidated Cash Interest Coverage Ratio (calculated on a Pro Forma Basis and after taking into consideration the proposed Restricted Payment) would be no less than 2.00:1.00 for the most recently ended Calculation Period had the Restricted Payment been made as at the beginning of the applicable Test Period.

The foregoing provisions set forth in preceding clause (a) will not prohibit any of the following (collectively, "Permitted Payments"):

the payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Agreement or the redemption, repurchase or retirement of Indebtedness if, at the date of any irrevocable redemption notice, such payment would have complied with the provisions of this Agreement;

any purchase, repurchase, redemption, prepayment, repayment, defeasance or other acquisition or retirement of Capital Stock or Junior Financing made by exchange (including any such exchange pursuant to the exercise of a conversion right or privilege in connection with which cash is paid in lieu of the issuance of fractional shares) for, or out of the proceeds of the substantially concurrent sale of, Capital Stock of the Borrower (other than Disqualified Stock or Designated Preferred Stock) ("Refunding Capital Stock") or a substantially concurrent contribution to the equity (other than through the issuance of Disqualified Stock or Designated Preferred Stock or through an Excluded Contribution)) of the Borrower; provided, however, that to the extent so applied, the Net Cash Proceeds, or Fair Market Value of property or assets or of marketable securities, from such sale of Capital Stock or such contribution will be excluded from clause (a) above;

any purchase, repurchase, redemption, prepayment, repayment, defeasance or other acquisition or retirement of Junior Financing made by exchange for, or out of the proceeds of the substantially concurrent sale of, Junior Financing that constitutes Permitted Refinancing Indebtedness permitted to be Incurred pursuant to Section 9.4;

any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Preferred Stock of the Borrower or a Restricted Subsidiary made by exchange for or out of the proceeds of the substantially concurrent sale of Preferred Stock of the Borrower or a Restricted Subsidiary, as the case may be, that, in each case, is permitted to be Incurred pursuant to Section 9.4;

any mandatory prepayment (including excess cash flow prepayments) of Senior Obligations under Senior Credit Documents;

a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Capital Stock (other than Disqualified Stock) of the Borrower or of any Parent Entity held by any future, present or former employee, director or consultant of the Borrower, any of its Subsidiaries or of any Parent Entity (or any Immediate Family Member, permitted transferees, assigns, estates, trusts or heirs of such employee, director or consultant) either pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employee, director or consultant's employment or directorship; provided, however, that the aggregate Restricted Payments made under this clause (f) do not exceed US$10,000,000 in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years); provided further that such amount in any calendar year may be increased by an amount not to exceed:

the cash proceeds from the sale of Capital Stock (other than Disqualified Stock or Designated Preferred Stock or Excluded Contributions) of the Borrower and, to the extent contributed to the capital of the Borrower (other than through the issuance of Disqualified Stock or Designated Preferred Stock or an Excluded Contribution), Capital Stock of any Parent Entity, in each case to members of

management, directors or consultants of the Borrower, any of its Restricted Subsidiaries or any Parent Entity that occurred after the Closing Date; plus

the cash proceeds of key man life insurance policies received by the Borrower and its Restricted Subsidiaries after the Closing Date; less

the amount of any Restricted Payments made in previous calendar years pursuant to this clause (f) utilizing the amounts set forth in clause (i) of this clause (f);

the declaration and payment of dividends on Disqualified Stock or Preferred Stock of a Restricted Subsidiary, Incurred in accordance with the terms of Section 9.4;

purchases, repurchases, redemptions, defeasances or other acquisitions or retirements of Capital Stock deemed to occur upon the exercise of stock options, warrants or other rights in respect thereof if such Capital Stock represents a portion of the exercise price thereof;

dividends, loans, advances or distributions to any Parent Entity or other payments by the Borrower or any Restricted Subsidiary in amounts equal to (without duplication):

the amounts required for any Parent Entity to pay any Parent Entity Expenses or any Related Taxes; or

amounts constituting or to be used for purposes of making payments to the extent specified in clauses (b), (c), (e), (k), (l) and (m) of Section 9.6(2);

[reserved];

payments by the Borrower, or loans, advances, dividends or distributions to any Parent Entity to make payments, to holders of Capital Stock of the Borrower or any Parent Entity in lieu of the issuance of fractional shares of such Capital Stock; provided, however, that any such payment, loan, advance, dividend or distribution shall not be for the purpose of evading any limitation of this covenant or otherwise to facilitate any dividend or other return of capital to the holders of such Capital Stock (as determined in good faith by the Board of Directors);

Restricted Payments that are made with Excluded Contributions;

(A) the declaration and payment of dividends on Designated Preferred Stock of the Borrower issued after the Closing Date; and (B) the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock; provided, however, that, in the case of clause (A), the amount of all dividends declared or paid pursuant to this clause shall not exceed the Net Cash Proceeds received by the Borrower or the aggregate amount contributed in cash to the equity (other than through the issuance of Disqualified Stock or an Excluded Contribution of the Borrower), from the issuance

or sale of such Designated Preferred Stock; provided further, in the case of clauses (A) and (B), that for the most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or declaration of such dividends on such Refunding Capital Stock, after giving effect to such payment on a pro forma basis the Consolidated Total Leverage Ratio not exceeding 3.50:1.00;

dividends or other distributions of Capital Stock of, or Indebtedness owed to the Borrower or a Restricted Subsidiary by, Unrestricted Subsidiaries (unless the Unrestricted Subsidiary's principal asset is cash and Cash Equivalents);

payments as part of, or to enable another Person to make, an "applicable high yield discount obligation" catch-up payment;

payments to SIF pursuant terms and conditions of a Junior Financing entered into with SIF;

[reserved];

so long as no Event of Default has occurred and is continuing (or would result therefrom), mandatory redemptions of Disqualified Stock issued as a Restricted Payment or as consideration for a Permitted Investment; provided that the amount of such redemptions are no greater than the amount that constituted a Restricted Payment or Permitted Investment; and

[reserved]

The Borrower will not, and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness except the following Indebtedness (which is expressly subject to the limitation on indebtedness set forth in Section 9.4(6)):

Indebtedness Incurred pursuant to (i) any ABL Facility (including letters of credit or bankers' acceptances issued or created under any ABL Facility), in a maximum aggregate principal amount at any time outstanding not exceeding the greater of (x) the sum of (A) US$312,500,000 and (y) the "Borrowing Base" (as defined in the applicable ABL Facility as in effect from time to time, but without giving effect to any "reserves") calculated on a Pro Forma Basis as of the last day of the month most recently ended prior to the date of establishment of the commitments in respect thereof for which internal month-end financial statements are available to the Borrower, (ii) any extension, refinancing, refunding or replacing of any ABL Facility after the Closing Date so long as (X) the aggregate outstanding principal amount of such Indebtedness does not exceed an amount permitted to be incurred under the preceding clause (i), plus (A) an amount equal to unpaid accrued interest, penalties and premiums (including tender premiums) thereon, (B) the amount of any underwriting discounts and other customary fees, commissions and expenses (including upfront fees, original issue discount or initial yield payments) incurred in connection with the relevant refinancing, (C) an amount equal to any existing commitments unutilized thereunder and (D) any additional amounts permitted to be incurred pursuant to this Section 9.4 (with additional amounts incurred in reliance on this clause (D) constituting a utilization of the relevant basket or exception pursuant to which such additional amount is permitted) and (Y) such Indebtedness, if secured, is secured only by Permitted Liens described in clause (t) of the definition thereof and (iii) "Cash Management Obligations" and "Hedging Obligations" (each as defined in the ABL Credit Agreement (or any equivalent term in any document governing any ABL Facility));

Guarantees by the Borrower or any Restricted Subsidiary of Indebtedness of the Borrower or any Restricted Subsidiary so long as the Incurrence of such Indebtedness is permitted under the terms of this Agreement, provided that any Guarantee by a Non-Guarantor Subsidiary of any Indebtedness under Section 9.4(1) and 9.4(1)(e) (or any Permitted Refinancing Indebtedness in respect thereof) shall only be permitted if such Guarantee meets the requirements of Section 9.4(1);

(A) Indebtedness of the Borrower owing to and held by any Restricted Subsidiary, (B) Indebtedness of a Restricted Subsidiary owing to and held by the Borrower or any other Restricted Subsidiary or (C) Indebtedness of the Borrower or a Restricted Subsidiary owing to and held by a Parent Entity that is a Guarantor solely if such Indebtedness in the case of this clause (C) is evidenced by an Intercompany Note; provided, however, that: any subsequent issuance or transfer of Capital Stock or any other event which results in any such Indebtedness being beneficially held by a Person other than the Borrower, a Restricted Subsidiary or a Parent Entity that is a Guarantor; and any sale or other transfer of any such Indebtedness to a Person other than the Borrower, a Restricted Subsidiary or a Parent Entity that is a Guarantor, shall be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Borrower or such Restricted Subsidiary, as the case may be; provided further that (x) all such Indebtedness of any Credit Party owed to any Restricted Subsidiary that is not a Credit Party shall be unsecured and evidenced by an Intercompany Note and (y) the aggregate principal amount of Indebtedness owing by any Restricted Subsidiary that is a Non-Guarantor Subsidiary to the Borrower or any other Credit Party, when

combined with (i) the aggregate amount of all Investments made pursuant to clause (a) of the definition of "Permitted Investment" in any Restricted Subsidiary that is not (or will not become) a Non-Guarantor Subsidiary and (ii) the aggregate amount of all dispositions by a Credit Party to a Restricted Subsidiary that is a Non-Guarantor Subsidiary pursuant to clause (a) of the definition of Asset Dispositions", shall not exceed US$10,000,000;

any Indebtedness outstanding on, or pursuant to commitments existing (or anticipated) on, the Closing Date and listed on Schedule 9.4;

Acquired Indebtedness of any Person that becomes a Restricted Subsidiary or Acquired Indebtedness assumed in connection with an acquisition or other Investment permitted hereunder after the Closing Date; provided that such Indebtedness was not created or incurred in anticipation thereof;

Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes);

(a) Indebtedness represented by Capitalized Lease Obligations or Purchase Money Obligations in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause not to exceed the greater of (x) US$25,000,000 and (y) 6.0% of Consolidated Total Assets as of the last day of the most recently ended Calculation Period; and (b) Indebtedness represented by Capitalized Lease Obligations or Purchase Money Obligations with respect to the lease, purchase, repair, and improvement to blast furnaces and any related equipment or components in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause not to exceed US$50,000,000; provided that, in the case of the immediately preceding clause (b), (i) the Liens securing such Indebtedness do not extend to any assets other than those purchased with the net proceeds of such incurrence, (ii) no Event of Default shall have occurred and be continuing or would result therefrom, and (iii) on the date of such Incurrence the Consolidated Total Leverage Ratio (calculated on a Pro Forma Basis) would be no greater than 3.50:1.00 as of the last day of the most recently ended Calculation Period;

Indebtedness in respect of (a) workers' compensation claims, self-insurance obligations, performance, indemnity, surety, judgment, appeal, advance payment, customs, value added or other tax or other guarantees or other similar bonds, instruments or obligations and completion guarantees and warranties provided by the Borrower or a Restricted Subsidiary or relating to liabilities, obligations or guarantees Incurred in the ordinary course of business, (b) 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; provided, however, that such Indebtedness is extinguished within five Business Days of Incurrence; (c) customer deposits and advance payments received in the ordinary course of business from customers for goods or services purchased in the ordinary course of business; (d) letters of credit, bankers' acceptances, guarantees or other similar instruments or obligations issued or relating to liabilities or obligations Incurred in the ordinary course of business and (e) any customary cash management, cash pooling or netting or setting off arrangements in the ordinary course of business;

Indebtedness arising from agreements providing for guarantees, indemnification, obligations in respect of earn-outs or other adjustments of purchase price or, in each

case, similar obligations, in each case, Incurred or assumed in connection with the acquisition or disposition of any business or assets or Person or any Capital Stock of a Subsidiary (other than Guarantees of Indebtedness Incurred by any Person acquiring or disposing of such business or assets or such Subsidiary for the purpose of financing such acquisition or disposition) and Indebtedness arising from guaranties, letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments in each case securing the performance of the Borrower or any Restricted Subsidiary pursuant to any such agreement;

Indebtedness in an aggregate outstanding principal amount which, when taken together with any Permitted Refinancing Indebtedness in respect thereof and the principal amount of all other Indebtedness Incurred pursuant to this clause and then outstanding, will not exceed 100% of the Net Cash Proceeds received by the Borrower from the issuance or sale (other than to a Restricted Subsidiary) of its Capital Stock (other than Disqualified Stock, Designated Preferred Stock or an Excluded Contribution) or otherwise contributed to the equity (other than through the issuance of Disqualified Stock, Designated Preferred Stock or an Excluded Contribution) of the Borrower, in each case, subsequent to the Closing Date; provided, however, that (i) any such Net Cash Proceeds that are so received or contributed shall not increase the amount available for making Restricted Payments to the extent the Borrower and its Restricted Subsidiaries Incur Indebtedness in reliance thereon and (ii) any Net Cash Proceeds that are so received or contributed shall be excluded for purposes of Incurring Indebtedness pursuant to this clause to the extent the Borrower or any of its Restricted Subsidiaries makes a Restricted Payment;

Indebtedness of any Credit Party under (x) the Credit Documents and (y) Permitted Refinancing Indebtedness;

Indebtedness consisting of promissory notes issued by the Borrower or any of its Restricted Subsidiaries to any current or former employee, director or consultant of the Borrower, any of its Restricted Subsidiaries or any Parent Entity (or permitted transferees, assigns, estates, or heirs of such employee, director or consultant), to finance the purchase or redemption of Capital Stock of the Borrower or any Parent Entity that is permitted by Section 9.3;

Indebtedness of the Borrower or any of its Restricted Subsidiaries consisting of (x) the financing of insurance premiums or (y) take-or- pay obligations contained in supply arrangements, in each case Incurred in the ordinary course of business;

other Indebtedness in an aggregate outstanding principal amount not to exceed the greater of (x) US$50,000,000 and (y) 12.0% of Consolidated Total Assets as of the last day of the most recently ended Calculation Period;

Indebtedness of any joint venture or similar arrangement or Indebtedness of the Borrower or any Restricted Subsidiary Incurred on behalf of any such Person or any Guarantees by the Borrower or any Restricted Subsidiary of Indebtedness of any such Person in an aggregate outstanding principal amount not to exceed US$15,000,000;

Permitted Shareholder Loans in an aggregate outstanding principal amount not to exceed US$50,000,000;

Indebtedness of Non-Guarantor Subsidiaries in an aggregate outstanding principal amount not to exceed US$5,000,000;

Indebtedness represented by (i) the Ontario CapEx Facility in an aggregate principal amount not to exceed Can$60,000,000, (ii) the Federal CapEx Facility in an aggregate principal amount not to exceed Can$60,000,000, (iii) the SIF CapEx Facility in an aggregate principal amount not to exceed Can$15,000,000, (iv) the SIF Grant Facility in an aggregate principal amount not to exceed Can$15,000,000 and (v) the SIF Project Cost Facility in an aggregate principal amount not to exceed Can$200,000,000;

[reserved];

Indebtedness under the Term Facilities in a maximum aggregate principal amount at any time outstanding not to exceed US$500,000,000;

Indebtedness under any Permitted Factoring Facility; and

any Permitted Refinancing Indebtedness in respect of any Indebtedness permitted under clauses (a), (b), (d), (e), (g), (j), (k), (n), (o), (p), (q), (r), (s), (t) and (u); and

to the extent constituting Indebtedness, obligations in respect of Parent Entity Expenses or any Related Taxes.

For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant to and in compliance with, this covenant:

in the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in clause (1) of this Section 9.4 (at the time of Incurrence or at a later date), the Borrower in its sole discretion may divide, classify or from time to time reclassify all or any portion of such Indebtedness in any manner that complies with this Section 9.4 and such Indebtedness shall be treated as having been made pursuant only to the clause or clauses of this Section 9.4 to which such Indebtedness has been classified or reclassified; provided that, any Indebtedness need not be permitted solely by reference to one category or clause of this Section 9.4 but may instead be permitted in part under any combination thereof or under any other available exception and only be required to include the amount and type of such Indebtedness in one of the clauses under this Section 9.4;

[reserved];

[reserved]

in the case of any Permitted Refinancing Indebtedness permitted under clause (a), (b), (d), (e), (g), (j), (k), (n), (o), (p), (q), (r), (t) and Section 9.4(1)(u) of clause (1) above or any portion thereof, such Indebtedness shall not include the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing and such Permitted Refinancing Indebtedness shall be deemed permitted thereunder, without duplication of amounts otherwise permitted;

Guaranties of, or obligations in respect of letters of credit, bankers' acceptances or 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;

if obligations in respect of letters of credit, bankers' acceptances or other similar instruments are Incurred pursuant to any ABL Facility and are being treated as

Incurred pursuant to clause (a), (g), (j), (k), (n) or (u) of clause (1) above and the letters of credit, bankers' acceptances or other similar instruments relate to other Indebtedness, then such other Indebtedness shall not be included;

the principal amount of any Disqualified Stock of the Borrower or a Restricted Subsidiary, or Preferred Stock of a Restricted Subsidiary, will be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof;

Indebtedness permitted by this covenant need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Indebtedness; and

the amount of any Indebtedness outstanding as of any date shall be (x) the accreted value thereof in the case of any Indebtedness issued with original issue discount and (y) the principal amount of Indebtedness, or liquidation preference thereof, in the case of any other Indebtedness.

Accrual of interest, accrual of dividends, the accretion of accreted value, the accretion or amortization of original issue discount, the payment of interest in the form of additional Indebtedness, the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock or the reclassification of commitments or obligations not treated as Indebtedness due to a change in IFRS, will not be deemed to be an Incurrence of Indebtedness for purposes of this Section 9.4.

If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary of the Borrower as of such date (and, if such Indebtedness is not permitted to be Incurred as of such date under this Section 9.4 the Borrower shall be in default of this Section 9.4).

Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that the Borrower or a Restricted Subsidiary may Incur pursuant to this Section 9.4 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness Incurred to refinance other 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.

Notwithstanding the anything other provision of this Agreement, at no time shall the Borrower or any Restricted Subsidiary be permitted to have Incurred or to have outstanding (i) Senior Obligations in a principal amount in excess of US$850,000,000 or (ii) any Indebtedness in a principal amount in excess of US$1,200,000,000.

The Borrower will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (i) pay dividends or make any other distributions in cash or otherwise on its Capital Stock or pay any Indebtedness or other obligations owed to the Borrower or any Restricted Subsidiary; (ii) make any loans or advances to the Borrower or any Restricted Subsidiary; or (iii) sell, lease or transfer any of its property or assets to the Borrower or any Restricted Subsidiary, whether now owned or hereafter

acquired, or which requires the grant of any security for an obligation if security is granted for another obligation; provided that (x) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock and (y) the subordination of (including the application of any standstill requirements to) loans or advances made to the Borrower or any Restricted Subsidiary to other Indebtedness Incurred by the Borrower or any Restricted Subsidiary shall not be deemed to constitute such an encumbrance or restriction.

The provisions of the preceding paragraph (a) will not prohibit:

any encumbrance or restriction pursuant to (x) the Credit Documents, (y) any ABL Facility or Term Facility or (z) any other agreement or instrument, in each case, in effect at or entered into on the Closing Date;

any encumbrance or restriction pursuant to the CapEx Facilities;

any encumbrance or restriction pursuant to an agreement or instrument of a Person or relating to any Capital Stock or Indebtedness of a Person, entered into on or before the date on which such Person was acquired by or merged, amalgamated, consolidated or otherwise combined with or into the Borrower or any Restricted Subsidiary, or was designated as a Restricted Subsidiary or on which such agreement or instrument is assumed by the Borrower or any Restricted Subsidiary in connection with an acquisition of assets (other than Capital Stock or Indebtedness Incurred as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was acquired by the Borrower or was merged, amalgamated, consolidated or otherwise combined with or into the Borrower or any Restricted Subsidiary or entered into in contemplation of or in connection with such transaction) and outstanding on such date; provided that, for the purposes of this clause, if another Person is the Successor Company, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed by the Borrower or any Restricted Subsidiary when such Person becomes the Successor Company;

any encumbrance or restriction:

that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement;

contained in mortgages, pledges, charges or other security agreements permitted under this Agreement or securing Indebtedness of the Borrower or a Restricted Subsidiary permitted under this Agreement to the extent such encumbrances or restrictions restrict the transfer or encumbrance of the property or assets subject to such mortgages, pledges, charges or other security agreements; or

pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary;

any encumbrance or restriction pursuant to Purchase Money Obligations and Capitalized Lease Obligations permitted under this Agreement, in each case, that impose encumbrances or restrictions on the property so acquired;

restrictions relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed pursuant to an agreement entered into in connection with any disposition or other transfer, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person in each case that is permitted by this Agreement, in each case pending the closing of such sale or disposition;

customary provisions in leases, licenses, joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements and instruments, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any "shell company" parent with respect thereto));

encumbrances or restrictions arising or existing by reason of Applicable Law or any applicable rule, regulation or order, or required by any regulatory authority;

any encumbrance or restriction on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business;

any encumbrance or restriction pursuant to Hedging Obligations;

other Indebtedness, Disqualified Stock or Preferred Stock of Non-Guarantor Subsidiaries permitted to be Incurred or issued subsequent to the Closing Date pursuant to the provisions of Section 9.4 that impose restrictions solely on the Non-Guarantor Subsidiaries party thereto or their Subsidiaries;

any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Credit Documents on any collateral securing the secured obligations under the Senior Credit Documents and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Credit Party to secure the such secured obligations;

any encumbrance or restriction arising pursuant to an agreement or instrument (which, if it relates to any Indebtedness, shall only be permitted if such Indebtedness is permitted to be Incurred pursuant to the provisions of Section 9.4 if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole (A) are not materially less favorable to the Lenders than the encumbrances and restrictions contained in the Credit Documents as in effect on the Closing Date or (B) either (x) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower's ability to make principal or interest payments on Loans or (y) such encumbrance or restriction applies only during the continuance of a default relating to such agreement or instrument;

any encumbrance or restriction existing by reason of any Lien permitted under Section 9.1; or

any encumbrance or restriction pursuant to an agreement or instrument effecting a refinancing of Indebtedness Incurred pursuant to, or that otherwise refinances, an agreement or instrument referred to in clauses (a) to (n) of this clause (2) (an "Initial Agreement") or contained in any amendment, supplement or other modification to an agreement referred to in clauses (a) to (n) of this paragraph or this clause (o); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement or instrument are not materially more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than the encumbrances and restrictions contained in the Initial Agreement or Initial Agreements to which such refinancing or amendment, supplement or other modification relates (as determined in good faith by the Borrower).

The Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Borrower (an "Affiliate Transaction") involving aggregate value in excess of US$2,500,000 unless:

the terms of such Affiliate Transaction taken as a whole are not materially less favorable to the Borrower or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the execution of the agreement providing for such transaction in arm's length dealings with a Person who is not such an Affiliate; and

in the event such Affiliate Transaction involves an aggregate value in excess of US$30,000,000 and is in the ordinary course of business, the terms of such transaction have been approved by a majority of the members of the Board of Directors; and

in the event such Affiliate Transaction involves an aggregate value in excess of US$30,000,000 and is not in the ordinary course of business, the terms of such transaction have been approved by an Independent Financial Advisor (reasonably acceptable to the Administrative Agent (subject to Required Lenders Negative Consent)); and

in any such Affiliate Transaction, or series of related Affiliated Transactions, at least 100% of the consideration from such Affiliate Transaction received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents (including receivables and payables to be settled in cash or Cash Equivalents).

The provisions of the preceding paragraph (a) will not apply to:

(x) any Restricted Payment permitted to be made pursuant to Section 9.3 or any Permitted Investment, (y) transactions among the Borrower and its Subsidiaries in connection with payments in respect of the New PortLP Payments Amount and pursuant to the New PortLP Leases and (z) (I) any transactions constituting any part of a Permitted Reorganization and (II) issuances of Capital Stock and issuances and

incurrences of Indebtedness not restricted by this Agreement and payments pursuant thereto;

any issuance or sale of Capital Stock, options, other equity-related interests or other securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, or entering into, or maintenance of, any employment, consulting, collective bargaining or benefit plan, program, agreement or arrangement, related trust or other similar agreement and other compensation arrangements, options, warrants or other rights to purchase Capital Stock of the Borrower, any Restricted Subsidiary or any Parent Entity, restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits or consultants' plans (including valuation, health, insurance, deferred compensation, severance, retirement, savings or similar plans, programs or arrangements) or indemnities provided on behalf of officers, employees, directors or consultants approved by the Board of Directors of the Borrower, in each case in the ordinary course of business;

any Management Advances and any waiver or transaction with respect thereto;

any transaction between or among Holdings, the Borrower and/or one or more Restricted Subsidiaries and/or joint ventures (or any entity that becomes a Restricted Subsidiary or joint venture as a result of such transaction) to the extent permitted or not restricted by this Agreement;

the payment of compensation, reasonable fees and reimbursement of expenses to, and customary indemnities (including under customary insurance policies) and employee benefit and pension expenses provided on behalf of, directors, managers, officers, consultants or employees of the Borrower or any Restricted Subsidiary (whether directly or indirectly and including through any Person owned or controlled by any of such directors, managers, officers or employees);

the entry into and performance of obligations of the Borrower or any of its Restricted Subsidiaries under the terms of any transaction arising out of, and any payments pursuant to or for purposes of funding, any agreement or instrument in effect as of or on the Closing Date, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant or to the extent not more disadvantageous to the Lenders in any material respect;

any transaction or transactions approved by a majority of the Disinterested Directors, if any, at such time;

transactions with customers, clients, suppliers, licensees, joint ventures, purchasers or sellers of goods or services, in each case in the ordinary course of business, which are fair to the Borrower or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or the senior management of the Borrower or the relevant Restricted Subsidiary, or are on terms no less favorable than those that could reasonably have been obtained at such time from an unaffiliated party;

any transaction between or among the Borrower or any Restricted Subsidiary and any Affiliate of the Borrower or an Associate or similar entity that would constitute an Affiliate Transaction solely because the Borrower or a Restricted Subsidiary owns an equity interest in or otherwise controls such Affiliate, Associate or similar entity;