Common use of Underwriting Fee Clause in Contracts

Underwriting Fee. (a) The Underwriting Super Senior Providers confirm that they each have obtained all internal credit and/or investment approvals for the underwriting of the Super Senior Facility subject to the conditions specified in this Clause 24. (b) Subject to Clause 24.2(d), each of the Underwriting Super Senior Providers hereby agrees that they shall underwrite and provide to the Company the aggregate principal amount of the Super Senior Facility that is not subscribed for by any Primed Lender in accordance with Clause 24.1(b) and not reallocated to another Primed Lender in accordance with Clause 24.1(d) (the “Underwritten Amount”) in equal proportions by each Underwriting Super Senior Provider. For the avoidance of doubt, no Primed Lender who subscribes for the Super Senior Facility (a “Super Senior Lender”) (other than the Underwriting Super Senior Providers) shall be entitled to the Underwriting Fee, which shall only be paid to the Underwriting Super Senior Providers, in respect of any amount underwritten pursuant to this Clause 24.2(b) and not in respect of any other amount which the Underwriting Super Senior Providers subscribe in accordance with their entitlements as Primed Lenders. (c) The Underwriting Super Senior Providers shall be entitled to an underwriting fee of 1.50 per cent on the Underwritten Amount on the Restructuring Effective Date in accordance with Clause 28 (Costs and Expenses) payable to each Underwriting Super Senior Provider pro rata to its proportion of the Underwritten Amount (the “Underwriting Fee”). (d) The Underwriting Super Senior Providers’ agreement to underwrite the Super Senior Facility is subject to (a) the occurrence of the Restructuring Effective Date; (b) the documentation relating to the Super Senior Facility being reasonably satisfactory to the Underwriting Super Senior Providers; (c) each of the Lenders (including from the Restructuring Effective Date any Hedging Bank but excluding any Lender under the CEXIM Facility, the Sinosure Facility and/or the Commercial Facility) agreeing to provide a first ranking security interest for the Super Senior Facility in relation to its relevant Collateral Pool pursuant to the Super Senior Facility Agreement and the Intercreditor Agreement (the “Primed Lenders”)); (d) Non-Primed Lenders and DSF Lenders, providing a second ranking security interest in relation to its relevant Collateral Pool pursuant to the Super Senior Facility Agreement and the Intercreditor Agreement; (e) satisfaction of all conditions precedent to be set out in the Super Senior Facility; and (f) such commitment to underwrite the Super Senior Facility expiring on the earlier of the Termination Date or the Long Stop Date.

Underwriting Fee. (1) In consideration for their services in (i) underwriting the distribution of and purchasing the Offered Units, and (ii) the Concurrent Private Placement, the Corporation agrees to: (a) The Underwriting Super Senior Providers confirm that they each have obtained all internal credit and/or investment approvals for pay the underwriting of Underwriters at the Super Senior Facility subject to the conditions specified in this Clause 24. (b) Subject to Clause 24.2(d), each of the Underwriting Super Senior Providers hereby agrees that they shall underwrite and provide to the Company the aggregate principal amount of the Super Senior Facility that is not subscribed for by any Primed Lender in accordance with Clause 24.1(b) and not reallocated to another Primed Lender in accordance with Clause 24.1(d) (the “Underwritten Amount”) in equal proportions by each Underwriting Super Senior Provider. For the avoidance of doubt, no Primed Lender who subscribes for the Super Senior Facility (Closing Time a “Super Senior Lender”) (other than the Underwriting Super Senior Providers) shall be entitled to the Underwriting Fee, which shall only be paid to the Underwriting Super Senior Providers, in respect of any amount underwritten pursuant to this Clause 24.2(b) and not in respect of any other amount which the Underwriting Super Senior Providers subscribe in accordance with their entitlements as Primed Lenders. (c) The Underwriting Super Senior Providers shall be entitled to an underwriting cash fee of 1.50 per cent on the Underwritten Amount on the Restructuring Effective Date in accordance with Clause 28 (Costs and Expenses) payable to each Underwriting Super Senior Provider pro rata to its proportion of the Underwritten Amount (the “Underwriting Fee”) equal to 7.0% of the aggregate gross proceeds received from the Offering and the Concurrent Private Placement (including any gross proceeds raised on exercise of the Underwriters’ Option and Underwriters’ Private Placement Option, as applicable (being a cash fee of $1.302 per Firm Unit and Private Placement Unit and, if applicable, at any Additional Closing Time, a fee of $1.302 per Option Unit and Private Placement Option Units sold); and (b) issue to the Underwriters at the Closing Time compensation options (“Compensation Options”) equal to 7% of the number of Units sold pursuant to the Offering and the Concurrent Private Placement (including any Units issued on exercise of the Underwriters’ Option or Underwriters’ Private Placement Option, as applicable) with each Compensation Option entitling the holder thereof to purchase one Unit (the “Compensation Option Units” with the underlying securities of the Compensation Option Units being the “Compensation Option Underlying Shares” and the “Compensation Option Underlying Warrants” with the Common Shares issuable upon exercise of the Compensation Option Underlying Warrants at a price of $22.00 for a period of 24 months following the Closing Date, being the “Compensation Option Underlying Warrant Shares”) at a price of C$18.60 for a period of 24 months following the Closing Date; (2) If the Compensation Options issuable pursuant to Section 2(1)(b) are unavailable or are unable to be issued for any reason on the terms described herein, the Corporation shall pay the Underwriters such other compensation of comparable value to the Compensation Options as may be agreed between the parties each acting reasonably. (d3) The Underwriting Super Senior Providers’ agreement to underwrite For greater certainty, the Super Senior Facility is services provided by the Underwriters in connection herewith will not be subject to the Goods and Services Tax and, if applicable, Harmonized Sales Tax (acollectively, the “GST”) provided for in the occurrence Excise Tax Act (Canada) and any taxable supplies provided will be incidental to the exempt financial services provided. However, in the event that the Canada Revenue Agency determines that GST provided for in the Excise Tax Act (Canada) is exigible on the Underwriting Fee, the Corporation agrees to pay the amount of GST forthwith upon the request of the Restructuring Effective Date; (b) Underwriters. The Corporation also agrees to pay the documentation relating to the Super Senior Facility being reasonably satisfactory to the Underwriting Super Senior Providers; (c) each of the Lenders (including from the Restructuring Effective Date any Hedging Bank but excluding any Lender under the CEXIM Facility, the Sinosure Facility and/or the Commercial Facility) agreeing to provide a first ranking security interest for the Super Senior Facility Underwriters’ expenses as set forth in relation to its relevant Collateral Pool pursuant to the Super Senior Facility Agreement and the Intercreditor Agreement (the “Primed Lenders”)); (d) Non-Primed Lenders and DSF Lenders, providing a second ranking security interest in relation to its relevant Collateral Pool pursuant to the Super Senior Facility Agreement and the Intercreditor Agreement; (e) satisfaction of all conditions precedent to be set out in the Super Senior Facility; and (f) such commitment to underwrite the Super Senior Facility expiring on the earlier of the Termination Date or the Long Stop DateSection 10 hereof.