Common use of Dealings with the Depository Clause in Contracts

Dealings with the Depository. 2.12.1 The Corporation and the Warrant Agent acknowledge that subject to and in accordance with the rules and procedures of the Depository as at the date of this Agreement, each Participant must look solely to the Depository through its paying agent service, for so long as the Depository is the registered Holder of the Global Certificate(s), for the delivery of any Common Shares made by the Warrant Agent or the Corporation, as the case may be, to the registered holder of the Global Certificate(s), and each Beneficial Owner must look solely to Participants for the Common Shares beneficially owned by it. Provided that the Corporation has delivered, or caused to be delivered, Common Shares to the Warrant Agent or, with the consent of the Warrant Agent, to the Depository, as the case may be, in respect of the Global Certificate(s) as for delivery to Warrantholders who have exercised Warrants required by this Agreement, no person, including any Participant, shall have any claim against the Corporation in respect of any such Common Shares and the obligations of the Corporation shall be discharged by delivery to the Warrant Agent or Depository, as the case may be, in respect of such Common Shares; 2.12.2 The Corporation and the Warrant Agent understand that, if so requested by the Warrant Agent or the Corporation, the Depository will deliver to such requesting party a certified list of Participants (the "Participants' List") as at the date requested by such party showing the name and address of each Participant together with the Participant's interest in the Warrants and that, for so long as interests in the Warrants are represented by the Global Certificate(s), the Depository shall, upon the reasonable request of the Warrant Agent or the Corporation from time to time, deliver to such requesting party a copy of the then current Participants' List and such additional information as the Warrant Agent or Corporation may reasonably request. The Corporation and the Warrant Agent shall be entitled to rely upon all such information provided by the Depository; 2.12.3 The Corporation and the Warrant Agent understand that the Depository acts as the agent and depository for the Participants and neither the Corporation nor the Warrant Agent assume any liability or responsibility for: 2.12.3.1 any aspect of the records relating to the beneficial ownership of the Warrants held by the Depository or the payments relating to such Warrants; 2.12.3.2 maintaining, supervising or reviewing any records relating to the beneficial ownership of Warrants held by the Depository; or 2.12.3.3 any advice or representation made by or with respect to the Depository and contained in this Agreement or any agreement supplemental to this Agreement and relating to the rules governing the Depository or any action to be taken by the Depository or at the direction of the Participants;

Dealings with the Depository. 2.12.1 (1) The Corporation Company and the Warrant Agent Trustee acknowledge that that, subject to and in accordance with the rules and procedures of the Depository as at the date of this AgreementDepository, each Participant must look solely to the Depository through its paying agent serviceDepository, for so long as the Depository is the registered Holder of the Global Certificate(s)Notes, for the delivery its share of any Common Shares each payment made by or on behalf of the Warrant Agent or the Corporation, as the case may be, Company to the registered holder Holder of the Global Certificate(s)Notes, and each Beneficial Owner must look solely to Participants for the Common Shares beneficially owned by itits share of such payments. Provided that the Corporation Company has delivered, or caused to be delivered, Common Shares to the Warrant Agent or, with the consent of the Warrant Agent, to the Depository, as the case may be, made such payments in respect of the Global Certificate(s) as for delivery to Warrantholders who have exercised Warrants required by this AgreementNotes, no personPerson, including any ParticipantParticipant or Beneficial Owner, shall have any claim against the Corporation Company in respect of any payments due on such Common Shares Global Notes, and the obligations of the Corporation Company shall be discharged by delivery payment to the Warrant Agent Trustee (or Depository, as the case may be, Paying Agent) in respect of such Common Shares;each amount so paid. 2.12.2 (2) The Corporation Company and the Warrant Agent Trustee agree that the Depository shall be responsible for the creation and maintenance of the book entries and the accounts of its Participants with an interest in the Notes represented by Global Notes. The Company and the Trustee understand that, if so requested by the Warrant Agent Trustee or the CorporationCompany, the Depository will deliver to such the requesting party a certified list of Participants (the "Participants' “Participants List"”) as at the date requested by such party showing the name and address of each Participant together with the aggregate principal amount of each such Participant's interest in the Warrants such Notes and that, for so long as interests in the Warrants Notes are represented by the one or more Global Certificate(s)Notes, the Depository shall, upon the reasonable request of the Warrant Agent Trustee or the Corporation Company from time to time, deliver to such requesting party a copy of the then current Participants' Participants List and such additional information as the Warrant Agent Trustee or Corporation the Company may reasonably request. The Corporation Company and the Warrant Agent Trustee shall be entitled to rely upon any and all such information provided by the Depository; 2.12.3 The Corporation Depository to the Company and the Warrant Agent understand Trustee. (3) The Company understands that the Depository acts as the agent and depository for the Participants and neither the Corporation Company nor the Warrant Agent assume Trustee assumes any liability or responsibility for: 2.12.3.1 : (i) any aspect of the records relating to the beneficial ownership of or beneficial interest in the Warrants Notes held by the Depository or the payments relating to such Warrants; 2.12.3.2 thereto; (ii) maintaining, supervising or reviewing any records relating to the beneficial ownership of Warrants Notes held by the Depository; or 2.12.3.3 or (iii) any advice or representation made by or with respect to the Depository and including those contained herein or in this Agreement or any agreement supplemental to this Agreement offering document (including any prospectus) and relating to the rules governing the Depository Depository, or any action to be taken by the Depository or at the direction of the its Participants;. 5799176 v10

Dealings with the Depository. 2.12.1 (1) The Corporation and the Warrant Agent Trustee acknowledge that that, subject to and in accordance with the rules and procedures of the Depository as at the date of this Agreementhereof, each Participant must look solely to the Depository through its paying agent service, for so long as the Depository is the registered Holder of the Global Certificate(s)Certificates, for the delivery its share of any Common Shares each payment made by or on behalf of the Warrant Agent or the Corporation, as the case may be, Corporation to the registered holder Holder of the Global Certificate(s)Certificates, and each Beneficial Owner must look solely to Participants for the Common Shares beneficially owned by itits share of such payments. Provided that the Corporation has delivered, or caused to be delivered, Common Shares to the Warrant Agent or, with the consent of the Warrant Agent, to the Depository, as the case may be, made such payments in respect of the Global Certificate(s) as for delivery to Warrantholders who have exercised Warrants required by this AgreementCertificates, no person, including any Participant, shall have any claim against the Corporation in respect of any payments due on such Common Shares Global Certificates and the obligations of the Corporation shall be discharged by delivery payment to the Warrant Trustee or the Paying Agent or Depository, as the case may be, in respect of such Common Shares;each amount so paid. 2.12.2 (2) The Depository shall be responsible for the creation and maintenance of the book entries and the accounts of its Participants with an interest in the Securities represented by Global Certificates. The Corporation and the Warrant Agent Trustee understand that, if so requested by the Warrant Agent Trustee or the Corporation, the Depository will deliver to such the requesting party a certified list of Participants (the "Participants' “Participants List"”) as at the date requested by such party showing the name and address of each Participant together with the Participant's aggregate principal amount of such Participants’ interest in the Warrants such Securities and that, for so long as interests in the Warrants Securities are represented by the one or more Global Certificate(s)Certificates, the Depository shall, upon the reasonable request of the Warrant Agent Trustee or the Corporation from time to time, deliver to such requesting party a copy of the then current Participants' Participants List and such additional information as the Warrant Agent Trustee or the Corporation may reasonably request. The Corporation and the Warrant Agent Trustee shall be entitled to rely upon all such information provided by the Depository; 2.12.3 The Depository to the Corporation and the Warrant Agent understand Trustee. (3) The Corporation understands that the Depository acts as the agent and depository for the Participants and neither the Corporation nor the Warrant Agent Trustee assume any liability or responsibility for: 2.12.3.1 : (a) any aspect of the records relating to the beneficial ownership of or beneficial interest in the Warrants Securities held by the Depository or the payments relating to such Warrants; 2.12.3.2 thereto; (b) maintaining, supervising or reviewing any records relating to the beneficial ownership of Warrants Securities held by the Depository; or 2.12.3.3 or (c) any advice or representation made by or with respect to the Depository and those contained in this Agreement or any agreement supplemental to this Agreement herein and relating to the rules governing the Depository or any action to be taken by the Depository or at the direction of the its Participants;.