Common use of Events of Default and Enforcement Clause in Contracts

Events of Default and Enforcement. (a) If and when any one or more of the following events (each, an “Event of Default”) shall happen on or after the date of this Indenture, namely: (i) a default in payment of any principal amount with respect to the Debentures, when the same becomes due and payable; (ii) a default in payment of interest on any Debentures when due and payable and the continuance of such default for 10 days; (iii) a default by the Corporation in performing or observing any other covenants, agreements or obligations of the Corporation as described herein, and the continuance of such default for 30 days after the earlier of the Corporation becoming aware of same and written notice to the Corporation by the Trustee requiring the same to be remedied; (iv) a decree, judgment, or order by a court having jurisdiction in the premises shall have been entered adjudging the Corporation bankrupt or insolvent or approving as properly filed a petition seeking reorganization, readjustment, arrangement composition or similar relief for the Corporation, under the Bankruptcy and Insolvency Act (Canada), Companies’ Creditors Arrangement Act (Canada) or any other similar bankruptcy, insolvency or analogous applicable law to include proceedings in desastre and/or the grant of a preliminary vesting order in saisie proceedings, in each case and such decree, judgment or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, administrator, controller or trustee or assignee in bankruptcy or insolvency of the Corporation or of a substantial part of its property, or for the winding up or liquidation of its affairs, shall have remained in force for a period of 30 consecutive days; (v) the Corporation shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization, readjustment, arrangement, composition or similar relief under the Bankruptcy and Insolvency Act (Canada), Companies’ Creditors Arrangement Act (Canada) or any other similar bankruptcy, insolvency or analogous applicable law or shall consent to the filing or any such petition in each case, or shall consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency for it or of a substantial part of its property, or shall make an assignment for the benefit of creditors, or shall be unable, or admit in writing its inability, to pay its debts generally as they become due, or corporate action shall be taken by the Corporation in furtherance of any of the aforesaid actions; (vi) if a resolution is passed for the winding-up or liquidation of the Corporation except in the course of carrying out or pursuant to a transaction in respect of which the conditions of Section 10.1 are duly observed and performed; or (vii) if any judgment or court order for the payment of money in excess of $5,000,000 in the aggregate (or the equivalent amount in any other currency) is rendered against the Corporation that is not discharged in accordance with its terms or in respect of which such cash collateral or other security satisfactory to the Trustee in the amount of the judgment or court order has not been deposited with the Trustee to be set aside to pay such judgment or court order; then, and in each and every such case which has happened and is continuing (other than an Event of Default specified in clause (d) or (e) above), the Trustee may, in its discretion, and shall, upon the written request of the holders of, collectively, not less than 25% in principal amount of the Outstanding Debentures at such time, declare the principal of (and premium, if any) together with accrued interest on all such Debentures to be due and payable immediately, by a Notice in writing to the Corporation (and to the Trustee if given by the Holders), and upon any such declaration such principal amount and premium, if any, together with accrued interest thereon, shall become immediately due and payable. If the Trustee fails to notify in writing the Corporation pursuant to the terms hereof, the Debentureholders having provided the written request to the Trustee may do so. If an Event of Default specified in clause (d) or (e) occurs, then the principal of (and premium, if any) together with accrued interest on all Outstanding Debentures shall immediately become due and payable without delivery of any Notice or other act on the part of either the Trustee of any Holder.

Events of Default and Enforcement. (a1) If and when any one or more of the following events (each, herein called an “"Event of Default”") shall happen on or after the date of this Indenture, namely: (ia) a default in payment of principal (and premium, if any) on any principal amount with respect to the DebenturesDebentures when due, when the same becomes whether at maturity, upon a Change of Control or otherwise (whether such payment is due and payablein cash, Common Shares or other securities or property or a combination thereof); (iib) a default in payment of interest (or any other amount owing hereunder other than as prescribed by Section 7.1(1)(a)) on any Debentures when due and payable and the continuance of such default for 10 days; (iiic) a default by the Corporation in performing or observing any other of the material covenants, conditions, agreements or obligations of the Corporation Corporation, as the case may be, as described hereinherein or the Security Documents, and the continuance of such default for 30 days after the earlier of the Corporation becoming aware of same and date on which written notice of such default has been given to the Corporation by the Trustee or by the Holders of not less than 25% in principal amount of Outstanding Debentures specifying such default and requiring the same Corporation to be remediedrectify same; (ivd) the failure to make a decree, judgment, Change of Control Offer upon the occurrence of a Change of Control; (e) if a decree or order by of a court having jurisdiction in the premises shall have been is entered adjudging the Corporation or any Material Subsidiary a bankrupt or insolvent or approving as properly filed a petition seeking reorganization, readjustment, arrangement composition or similar relief for the Corporation, under the Bankruptcy and Insolvency Act (Canada), Companies’ Creditors Arrangement Act (Canada) or any other similar bankruptcy, insolvency or analogous applicable law to include proceedings in desastre and/or laws, or issuing sequestration or process of execution against, or against any substantial part of, the grant of a preliminary vesting order in saisie proceedings, in each case and such decree, judgment or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, administrator, controller or trustee or assignee in bankruptcy or insolvency property of the Corporation or any Material Subsidiary, or appointing a receiver of, or of a any substantial part of, the property of its property, the Corporation or for any Material Subsidiary or ordering the winding winding-up or liquidation of its affairs, shall have remained and any such decree or order continues unstayed and in force effect for a period of 30 consecutive days; (vf) if the Corporation shall institute or any Material Subsidiary institutes proceedings to be adjudicated a voluntary bankruptbankrupt or insolvent, or shall consent consents to the filing institution of a bankruptcy proceeding or insolvency proceedings against it, or shall file a petition or answer or consent seeking reorganization, readjustment, arrangement, composition or similar relief it under the Bankruptcy and Insolvency Act (Canada), Companies’ Creditors Arrangement Act (Canada) or any other similar bankruptcy, insolvency or analogous applicable law laws, or shall consent consents to the filing or of any such petition in each case, or shall consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency for it of, or of a any substantial part of, the property of its property, the Corporation or shall make an any Material Subsidiary or makes a general assignment for the benefit of creditors, or shall be unable, or admit admits in writing its inability, inability to pay its debts generally as they become due, or corporate action shall be taken by the Corporation in furtherance of any of the aforesaid actions; (vig) if a resolution is passed for the winding-up or liquidation of the Corporation or nay Material Subsidiary except in the course of carrying out or pursuant to a transaction in respect of which the conditions of Section 10.1 12.1 are duly observed and performed; (h) if, after the date of this Indenture, any proceedings with respect to the Corporation or any Material Subsidiary are taken with respect to a compromise or arrangement, with respect to creditors of the Corporation or any Material Subsidiary generally, under the applicable legislation of any jurisdiction; or (viii) if if, any judgment one or court order for more of the payment Security Documents, ceases to constitute a valid and perfected first priority charge or secured interest, subject to Permitted Liens, upon all of money the property it purports to charge or encumber in excess favour of $5,000,000 in the aggregate (or the equivalent amount in any other currency) is rendered against the Corporation that is not discharged in accordance with its terms or in respect of which such cash collateral or other security satisfactory to the Trustee in the amount for and on behalf of the judgment or court order has not been deposited with holders of the Trustee to be set aside to pay such judgment or court order; Debentures, then, and in each and every such case which has happened and is continuing (other than an Event of Default specified in clause (de) or (ef) above), the Trustee may, in its discretion, and shall, upon the written request of the holders of, collectively, Holders of not less than 25% in principal amount of the Outstanding Debentures at such time, declare the principal of (and premium, if any) together with accrued interest on all such Debentures to be due and payable immediately, by a Notice in writing to the Corporation (and to the Trustee if given by the Holders), and upon any such declaration such principal amount and premium, if any, together with accrued interest thereon, shall become immediately due and payable. If the Trustee fails to notify in writing the Corporation pursuant to the terms hereof, the Debentureholders having provided the written request to the Trustee may do so. If an Event of Default specified in clause (de) or (ef) occurs, then the principal of (and premium, if any) together with accrued interest on all Outstanding Debentures shall immediately become due and payable without delivery of any Notice or other act on the part of either the Trustee of any Holder.

Events of Default and Enforcement. (a1) If and when any one or more of the following events (each, herein called an “Event of Default”) shall happen on or after the date of this Indenture, namely: (ia) a default in payment of any principal amount or the Change of Control Repurchase Price with respect to the Debentures, when the same becomes due and payable; (iib) a default in payment of interest on any Debentures when due and payable and the continuance of such default for 10 days; (iiic) a default by the Corporation in performing or observing any other covenants, agreements or obligations of the Corporation as described herein, and the continuance of such default for 30 days after the earlier of the Corporation becoming aware of same and written notice to the Corporation by the Trustee or by the Holders of not less than 25% in principal amount of Outstanding Debentures requiring the same to be remedied; (ivd) the failure to make a Change of Control Offer upon the occurrence of a Change of Control; (e) a decree, judgment, or order by a court having jurisdiction in the premises shall have been entered adjudging the Corporation bankrupt or insolvent or approving as properly filed a petition seeking reorganization, readjustment, arrangement composition or similar relief for the Corporation, under the Bankruptcy and Insolvency Act (Canada), Companies’ Creditors Arrangement Act (Canada) or any other similar bankruptcy, insolvency or analogous applicable law to include proceedings in desastre and/or the grant of a preliminary vesting order in saisie proceedings, in each case and such decree, judgment or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, administrator, controller or trustee or assignee in bankruptcy or insolvency of the Corporation or of a substantial part of its property, or for the winding up or liquidation of its affairs, shall have remained in force for a period of 30 consecutive days; (vf) the Corporation shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization, readjustment, arrangement, composition or similar relief under the Bankruptcy and Insolvency Act (Canada), Companies’ Creditors Arrangement Act (Canada) or any other similar bankruptcy, insolvency or analogous applicable law or shall consent to the filing or any such petition in each case, or shall consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency for it or of a substantial part of its property, or shall make an assignment for the benefit of creditors, or shall be unable, or admit in writing its inability, to pay its debts generally as they become due, or corporate action shall be taken by the Corporation in furtherance of any of the aforesaid actions; (vig) if a resolution is passed for the winding-up or liquidation of the Corporation except in the course of carrying out or pursuant to a transaction in respect of which the conditions of Section 10.1 are duly observed and performed; or (viih) if any judgment or court order for the payment of money in excess of $5,000,000 500,000 in the aggregate (or the equivalent amount in any other currency) is rendered against the Corporation that is not discharged in accordance with its terms or in respect of which such cash collateral or other security satisfactory to the Trustee in the amount of the judgment or court order has not been deposited with the Trustee to be set aside to pay such judgment or court order; then, and in each and every such case which has happened and is continuing (other than an Event of Default specified in clause (de) or (ef) above), the Trustee may, in its discretion, and shall, upon the written request of the holders of, collectively, not less than 25% in principal amount of the Outstanding Debentures at such time, declare the principal of (and premium, if any) together with accrued interest on all such Debentures to be due and payable immediately, by a Notice in writing to the Corporation (and to the Trustee if given by the Holders), and upon any such declaration such principal amount and premium, if any, together with accrued interest thereon, shall become immediately due and payable. If the Trustee fails to notify in writing the Corporation pursuant to the terms hereof, the Debentureholders having provided the written request to the Trustee may do so. If an Event of Default specified in clause (de) or (ef) occurs, then the principal of (and premium, if any) together with accrued interest on all Outstanding Debentures shall immediately become due and payable without delivery of any Notice or other act on the part of either the Trustee of any Holder.

Events of Default and Enforcement. (a) If and when any one or more of the following events (each, herein called an “Event of Default”) shall happen on or after with respect to the date of this IndentureDebentures, namely: (i) a default in payment of any principal amount or any purchase price, or Change of Control Repurchase Price with respect to the Debentures, when the same becomes due and payable; (ii) a default in payment of interest (including any Additional Amounts) on any Debentures when due and payable and the continuance of such default for 10 ten (10) days; (iii) a default in the observance of the covenant contained in subsection 9.5(a) or 11.3(a) and the continuance of such default for five (5) Business Days; (iv) default in the delivery to any Holder when due of Common Shares and any cash payable upon conversion with respect to the Debentures, which default continues for three (3) Business Days; (v) a default by the Corporation Issuer or any Guarantor in performing or observing any of the other covenants, agreements or obligations of the Corporation Issuer or the Guarantor, as the case may be, as described herein, and the continuance of such default for 30 thirty (30) days after the earlier of the Corporation becoming aware of same and written notice to the Corporation Issuer by the Trustee or by the Holders of not less than 25% in principal amount of Outstanding Debentures requiring the same to be remedied; (ivvi) the failure to make a Change of Control Repayment Offer upon the occurrence of a Change of Control; (vii) a decree, judgment, or order by a court having jurisdiction in the premises shall have been entered adjudging the Corporation Issuer or any Guarantor bankrupt or insolvent or approving as properly filed a petition seeking reorganization, readjustment, arrangement arrangement, composition or similar relief for the CorporationIssuer or any Guarantor, under the Bankruptcy and Insolvency Act (Canada), Companies’ Creditors Arrangement Act (Canada) or any other similar bankruptcy, insolvency or analogous applicable law to include proceedings in desastre and/or the grant of a preliminary vesting order in saisie proceedings, in each case and such decree, judgment or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, administrator, controller receiver or liquidator or trustee or assignee in bankruptcy or insolvency of the Corporation Issuer or any Guarantor or of a substantial part of its property, or for the winding up or liquidation of its affairs, shall have remained in force for a period of 30 thirty (30) consecutive days; or any substantial part of the property of the Issuer or any Guarantor shall be sequestered or attached and shall not be returned to the possession of the Issuer or any Guarantor or released from such attachment, as the case may be, whether by filing of a bond, or stay or otherwise, within thirty (30) consecutive days thereafter; (vviii) the Corporation Issuer or any Guarantor shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization, readjustment, arrangement, composition or similar relief under the Bankruptcy and Insolvency Act (Canada), Companies’ Creditors Arrangement Act (Canada) or any other similar bankruptcy, insolvency or analogous applicable law or shall consent to the filing or of any such petition in each casepetition, or shall consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency for it or of a substantial part of its property, or shall make an assignment for the benefit of creditors, or shall be unable, or admit in writing its inability, to pay its debts generally as they become due, or corporate action shall be taken by the Corporation Issuer or any Guarantor in furtherance of any of the aforesaid actions; (viix) if a resolution is passed for the winding-up or liquidation of the Corporation Issuer or any Guarantor except in the course of carrying out or pursuant to a transaction in respect of which the conditions of Section 10.1 section 15.1 are duly observed and performed; or; (viix) any of the Guarantees shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of a Guarantor, shall deny or disaffirm its obligations under its Guarantee; and (xi) (A) if the Issuer or any judgment Guarantor is in default (as principal or court order for as guarantor or other surety) in the payment of money any principal of or premium or make-whole amount on any Indebtedness that is outstanding in an aggregate principal amount of more than $50,000,000 (or its equivalent in the relevant currency of payment) beyond any period of grace provided with respect thereto, or (B) if the Issuer or any Guarantor is in default in the performance of or compliance with any term of any evidence of any Indebtedness in an aggregate outstanding principal amount of more than $50,000,000 (or its equivalent in the relevant currency of payment) or of any mortgage, indenture or other agreement relating thereto or any other condition exists, and in each case as a consequence of such default or condition such Indebtedness has become or has been declared due and payable before its stated maturity or before its regularly schedule dates of payment, or (C) as a consequence of the occurrence or continuation of any event or condition (other than (a) the passage of time or (b) the right of the holder of Indebtedness to convert such Indebtedness into equity interests or (c) any mandatory prepayment provisions in an agreement governing Indebtedness unless such provisions also require the permanent prepayment of all Indebtedness then outstanding and, if applicable, the permanent cancellation of all other amounts available to be borrowed under such agreement), the Issuer or any Guarantor has become obligated to purchase or repay Indebtedness (including any Specified Senior Indebtedness but excluding the Debentures) before its regular maturity or before its regularly scheduled dates of payment in an aggregate outstanding principal amount of more than $50,000,000 (or its equivalent in the relevant currency of payment); and (xii) failure by the Issuer or any of its Subsidiaries to pay final judgments aggregating in excess of an amount greater than $5,000,000 50,000,000 in the aggregate cash (or the equivalent amount in net of any other currencyamounts for which an insurance company is liable) is rendered against the Corporation that is Issuer or any of its Subsidiaries by a court of competent jurisdiction, which judgments are not paid, discharged in accordance with its terms or in respect stayed for a period of which 30 days after such cash collateral or other security satisfactory to the Trustee in the amount of the judgment or court order has not been deposited with the Trustee to be set aside to pay such judgment or court order; judgments become final and non-appealable. then, and in each and every such case which has happened and is continuing (other than an Event of Default specified in clause (dvii) or (eviii) above), the Trustee may, in its discretion, and shall, upon the written request of the holders of, collectively, Holders of not less than 25% in principal amount of the Outstanding Debentures at such timetime (or, if there is a Global Debenture Outstanding, a written request of the Participants having received instructions from the Beneficial Holders holding at least 25% of the Outstanding Debentures), declare the principal of (and premium, if any) together with accrued interest on all such Debentures to be due and payable immediately, by a Notice in writing to the Corporation Issuer and to each Guarantor (and to the Trustee if given by the Holders), and upon any such declaration such principal amount and premium, if any, together with accrued interest thereon, shall become immediately due and payable. If the Trustee fails to notify in writing the Corporation Issuer pursuant to the terms hereof, the Debentureholders Holders having provided the written request to the Trustee may do so. If an Event of Default specified in clause (dvii) or (eviii) occursoccurs and is continuing, then the principal of (and premium, if any) together with accrued interest on all Outstanding Debentures shall immediately become due and payable without delivery of any Notice declaration or other act on the part of either the Trustee of any Holder. For greater certainty, principal and premium shall include the Change in Control Repurchase Price if owing under section 3.2, or if the Event of Default upon which the Debentures are accelerated is a breach of section 3.2.

Events of Default and Enforcement. (a) If and when any one or more of the following events (each, herein called an “Event of Default”) shall happen on or after with respect to the date of this IndentureDebentures, namely: (ia) a default in payment of principal (and premium, if any) on any principal amount with respect Debentures when due, and for greater certainty this shall include a default in payment when due of the purchase price under an Offer to Purchase or, if exercised, the Debentures, when the same becomes due and payable90% Redemption Right; (iib) a default in payment of interest (including any Additional Amounts) on any Debentures when due and payable and the continuance of such default for 10 30 days; (iiic) a default by in the Corporation observance of the covenant contained in subsection 8.5.1 and the continuance of such default for 10 Business Days; (d) a material default in performing or observing any of the other covenants, agreements or obligations of the Corporation Company as described herein, herein and the continuance of such default for 30 60 days after the earlier of the Corporation becoming aware of same and written notice to the Corporation Company by the Indenture Trustee or by the Holders of not less than 25% in principal amount of Outstanding Debentures requiring the same to be remedied, or such longer period of time as the Indenture Trustee (having regard to the subject matter of neglect or non-observance) shall agree to; (ive) the failure to make an Offer to Purchase upon a Change of Control; (f) the failure by the Company to convert, in accordance with the provisions set forth in this Indenture, any of the Debentures into Common Shares following the exercise of a Holder’s conversion right under ARTICLE 4, where such failure continues after the date on which certificates representing the Common Shares issuable on such conversion were due to be delivered or the payment to be made in the Cash Conversion Option was to be made in accordance with the provisions set forth in this Indenture; (g) a decree, judgment, or order by a court having jurisdiction in the premises shall have been entered adjudging the Corporation Company bankrupt or insolvent or approving as properly filed a petition seeking reorganization, readjustment, arrangement arrangement, composition or similar relief for the CorporationCompany, under the Bankruptcy and Insolvency Act (Canada), Companies’ Creditors Arrangement Act (Canada) or any other similar bankruptcy, insolvency or analogous applicable law to include proceedings in desastre and/or Applicable Law of Canada or any province thereof or of the grant of a preliminary vesting order in saisie proceedingsUnited States, in each case and such decree, judgment or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, administrator, controller receiver or liquidator or trustee or assignee in bankruptcy or insolvency of the Corporation Company or of a substantial part of its property, or for the winding up or liquidation of its affairs, shall have remained in force for a period of 30 consecutive days;; or any substantial part of the property of the Company shall be sequestered or attached and shall not be returned to the possession of the Company or released from such attachment, as the case may be, whether by filing of a bond, or stay or otherwise, within 30 consecutive days thereafter; and (vh) the Corporation Company shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization, readjustment, arrangement, composition or similar relief under the Bankruptcy and Insolvency Act (Canada), Companies’ Creditors Arrangement Act (Canada) or any other similar bankruptcy, insolvency or analogous applicable law Applicable Law of Canada or any province thereof or of the United States or shall consent to the filing or of any such petition in each casepetition, or shall consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency for it or of a substantial part of its property, or shall make an assignment for the benefit of creditors, or shall be unable, or admit in writing its inability, to pay its debts generally as they become due, or corporate action shall be taken by the Corporation Company in furtherance of any of the aforesaid actions; (vi) if a resolution is passed for the winding-up or liquidation of the Corporation except in the course of carrying out or pursuant to a transaction in respect of which the conditions of Section 10.1 are duly observed and performed; or (vii) if any judgment or court order for the payment of money in excess of $5,000,000 in the aggregate (or the equivalent amount in any other currency) is rendered against the Corporation that is not discharged in accordance with its terms or in respect of which such cash collateral or other security satisfactory to the Trustee in the amount of the judgment or court order has not been deposited with the Trustee to be set aside to pay such judgment or court order; then, and in each and every such case which has happened and is continuing (other than an Event of Default specified in clause (d) or (e) above)continuing, the Indenture Trustee may, in its discretion, and shall, upon the written request of the holders of, collectively, Holders of not less than 2550% in principal amount of the Outstanding Debentures at such timetime (or, if there is a Global Debenture Outstanding, a written request of the Participants having received instructions from the Beneficial Holders holding at least 50% of the Outstanding Debentures), declare the principal of (and premium, if any) together with accrued interest on all such Debentures to be due and payable immediately, by a Notice in writing to the Corporation Company (and to the Indenture Trustee if given by the Holders), and upon any such declaration such principal amount and premium, if any, together with accrued interest thereon, shall become immediately due and payable. If the Indenture Trustee fails to notify the Company in writing the Corporation pursuant to the terms hereof, the Debentureholders Holders of Debentures having provided the written request to the Trustee Indenture Trustee, may do so. If an Event of Default specified in clause (d) or (e) occurs, then the principal of (and premium, if any) together with accrued interest on all Outstanding Debentures shall immediately become due and payable without delivery of any Notice or other act on the part of either the Trustee of any Holder.

Events of Default and Enforcement. (a) If and when any one or more of the following events (each, an “"Event of Default”") shall happen on or after the date of this Indenture, namely: (i) a default in payment of any principal amount with respect to the Debentures, when the same becomes due and payable; (ii) a default in payment of interest on any Debentures when due and payable and the continuance of such default for 10 days; (iii) a default by the Corporation in performing or observing any other covenants, agreements or obligations of the Corporation as described herein, and the continuance of such default for 30 days after the earlier of the Corporation becoming aware of same and written notice to the Corporation by the Trustee requiring the same to be remedied; (iv) a decree, judgment, or order by a court having jurisdiction in the premises shall have been entered adjudging the Corporation bankrupt or insolvent or approving as properly filed a petition seeking reorganization, readjustment, arrangement composition or similar relief for the Corporation, under the Bankruptcy and Insolvency Act (Canada), Companies’ ' Creditors Arrangement Act (Canada) or any other similar bankruptcy, insolvency or analogous applicable law to include proceedings in desastre and/or the grant of a preliminary vesting order in saisie proceedings, in each case and such decree, judgment or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, administrator, controller or trustee or assignee in bankruptcy or insolvency of the Corporation or of a substantial part of its property, or for the winding up or liquidation of its affairs, shall have remained in force for a period of 30 consecutive days; (v) the Corporation shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization, readjustment, arrangement, composition or similar relief under the Bankruptcy and Insolvency Act (Canada), Companies’ ' Creditors Arrangement Act (Canada) or any other similar bankruptcy, insolvency or analogous applicable law or shall consent to the filing or any such petition in each case, or shall consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency for it or of a substantial part of its property, or shall make an assignment for the benefit of creditors, or shall be unable, or admit in writing its inability, to pay its debts generally as they become due, or corporate action shall be taken by the Corporation in furtherance of any of the aforesaid actions; (vi) if a resolution is passed for the winding-up or liquidation of the Corporation except in the course of carrying out or pursuant to a transaction in respect of which the conditions of Section 10.1 are duly observed and performed; or (vii) if any judgment or court order for the payment of money in excess of $5,000,000 in the aggregate (or the equivalent amount in any other currency) is rendered against the Corporation that is not discharged in accordance with its terms or in respect of which such cash collateral or other security satisfactory to the Trustee in the amount of the judgment or court order has not been deposited with the Trustee to be set aside to pay such judgment or court order; then, and in each and every such case which has happened and is continuing (other than an Event of Default specified in clause (d) or (e) above), the Trustee may, in its discretion, and shall, upon the written request of the holders of, collectively, not less than 25% in principal amount of the Outstanding Debentures at such time, declare the principal of (and premium, if any) together with accrued interest on all such Debentures to be due and payable immediately, by a Notice in writing to the Corporation (and to the Trustee if given by the Holders), and upon any such declaration such principal amount and premium, if any, together with accrued interest thereon, shall become immediately due and payable. If the Trustee fails to notify in writing the Corporation pursuant to the terms hereof, the Debentureholders having provided the written request to the Trustee may do so. If an Event of Default specified in clause (d) or (e) occurs, then the principal of (and premium, if any) together with accrued interest on all Outstanding Debentures shall immediately become due and payable without delivery of any Notice or other act on the part of either the Trustee of any Holder.

Events of Default and Enforcement. (a) If and when any one or more of the following events (each, herein called an “Event of Default”) shall happen on or after with respect to the date of this IndentureDebentures, namely: (ia) a default in payment of principal (and premium, if any) on any principal amount with respect to the Debentures, Debentures when the same becomes due and payabledue; (iib) a default in payment of interest on any Debentures when due and payable and the continuance of such default for 10 30 days; (iiic) a default by in the Corporation observance of the covenant contained in section 9.5(a) and the continuance of such default for 10 Business Days; (d) a default in performing or observing any of the other covenants, agreements or obligations of the Corporation as described herein, herein and the continuance of such default for 30 60 days after the earlier of the Corporation becoming aware of same and written notice to the Corporation by the Indenture Trustee or by the Holders of not less than 25% in principal amount of Outstanding Debentures requiring the same to be remedied, or such longer period of time as the Indenture Trustee (having regard to the subject matter of neglect or non-observance) shall agree to; (ive) the failure to make an Offer to Purchase upon a Change of Control; (f) a decree, judgment, or order by a court having jurisdiction in the premises shall have been entered adjudging the Corporation bankrupt or insolvent or approving as properly filed a petition seeking reorganization, readjustment, arrangement arrangement, composition or similar relief for the Corporation, under the Bankruptcy and Insolvency Act (Canada), Companies’ Creditors Arrangement Act (Canada) or any other similar bankruptcy, insolvency or analogous applicable law to include proceedings in desastre and/or the grant of a preliminary vesting order in saisie proceedingsCanada or any province thereof, in each case and such decree, judgment or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, administrator, controller receiver or liquidator or trustee or assignee in bankruptcy or insolvency of the Corporation or of a substantial part of its property, or for the winding up or liquidation of its affairs, shall have remained in force for a period of 30 60 consecutive days;; or any substantial part of the property of the Corporation shall be sequestered or attached and shall not be returned to the possession of the Corporation or released from such attachment, as the case may be, whether by filing of a bond, or stay or otherwise, within 60 consecutive days thereafter; or (vg) the Corporation shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization, readjustment, arrangement, composition or similar relief under the Bankruptcy and Insolvency Act (Canada), Companies’ Creditors Arrangement Act (Canada) or any other similar bankruptcy, insolvency or analogous applicable law of Canada or any province thereof or shall consent to the filing or of any such petition in each casepetition, or shall consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency for it or of a substantial part of its property, or shall make an assignment for the benefit of creditors, or shall be unable, or admit in writing its inability, to pay its debts generally as they become due, or corporate action shall be taken by the Corporation in furtherance of any of the aforesaid actions; (vi) if a resolution is passed for the winding-up or liquidation of the Corporation except in the course of carrying out or pursuant to a transaction in respect of which the conditions of Section 10.1 are duly observed and performed; or (vii) if any judgment or court order for the payment of money in excess of $5,000,000 in the aggregate (or the equivalent amount in any other currency) is rendered against the Corporation that is not discharged in accordance with its terms or in respect of which such cash collateral or other security satisfactory to the Trustee in the amount of the judgment or court order has not been deposited with the Trustee to be set aside to pay such judgment or court order; then, and in each and every such case which has happened and is continuing (other than an Event of Default specified in clause (d) or (e) above)continuing, the Indenture Trustee may, in its discretion, and shall, upon the written request of the holders of, collectively, Holders of not less than 2550% in principal amount of the Outstanding Debentures at such timetime (or, if there is a Global Debenture Outstanding, a written request of the Participants having received instructions from the Beneficial Holders holding at least 50% of the Outstanding Debentures), declare the principal of (and premium, if any) together with accrued interest on all such Debentures to be due and payable immediately, by a Notice in writing to the Corporation (and to the Indenture Trustee if given by the Holders), and upon any such declaration such principal amount and premium, if any, together with accrued interest thereon, shall become immediately due and payable. If the Indenture Trustee fails to notify in writing the Corporation pursuant to the terms hereof, the Debentureholders having provided the written request to the Indenture Trustee may do so. If an Event of Default specified in clause (d) or (e) occurs, then the principal of (and premium, if any) together with accrued interest on all Outstanding Debentures shall immediately become due and payable without delivery of any Notice or other act on the part of either the Trustee of any Holder.

Events of Default and Enforcement. ‌ (a1) If and when any one or more of the following events (each, herein called an “Event of Default”) shall happen on or after the date of this Indenture, namely: (ia) a default in payment of any principal amount with respect to the Debentures, when the same becomes due and payable, whether at maturity, upon a Change of Control, by declaration or otherwise; (iib) a default in payment of interest on any Debentures when due and payable and the continuance of such default for 10 days, whether at maturity, upon a Change of Control, by declaration or otherwise; (iiic) a default by the Corporation in performing or observing any other covenants, agreements or obligations of the Corporation as described herein, and the continuance of such default for 30 days after the earlier of the Corporation becoming aware of same and written notice to the Corporation by the Trustee requiring the same to be remedied; (ivd) a decree, judgment, or order by a court having jurisdiction in the premises shall have been entered adjudging the Corporation bankrupt or insolvent or approving as properly filed a petition seeking reorganization, readjustment, arrangement composition or similar relief for the Corporation, under the Bankruptcy and Insolvency Act (Canada), Companies’ Creditors Arrangement Act (Canada) or any other similar bankruptcy, insolvency or analogous applicable law to include proceedings in desastre and/or the grant of a preliminary vesting order in saisie proceedings, in each case and such decree, judgment or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, administrator, controller or trustee or assignee in bankruptcy or insolvency of the Corporation or of a substantial part of its property, or for the winding up or liquidation of its affairs, shall have remained in force for a period of 30 consecutive days; (ve) the Corporation shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization, readjustment, arrangement, composition or similar relief under the Bankruptcy and Insolvency Act (Canada), Companies’ Creditors Arrangement Act (Canada) or any other similar bankruptcy, insolvency or analogous applicable law or shall consent to the filing or any such petition in each case, or shall consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency for it or of a substantial part of its property, or shall make an assignment for the benefit of creditors, or shall be unable, or admit in writing its inability, to pay its debts generally as they become due, or corporate action shall be taken by the Corporation in furtherance of any of the aforesaid actions; (vif) if a resolution is passed for the winding-up or liquidation of the Corporation except in the course of carrying out or pursuant to a transaction in respect of which the conditions of Section 10.1 are duly observed and performed; or (viig) if any judgment or court order for the payment of money in excess of $5,000,000 500,000 in the aggregate (or the equivalent amount in any other currency) is rendered against the Corporation that is not discharged in accordance with its terms or in respect of which such cash collateral or other security satisfactory to the Trustee in the amount of the judgment or court order has not been deposited with the Trustee to be set aside to pay such judgment or court order; then, and in each and every such case which has happened and is continuing (other than an Event of Default specified in clause (d) or (e) above), the Trustee may, in its discretion, and shall, upon the written request of the holders of, collectively, not less than 25% in principal amount of the Outstanding Debentures at such time, declare the principal of (and premium, if any) together with accrued interest on all such Debentures to be due and payable immediately, by a Notice in writing to the Corporation (and to the Trustee if given by the Holders), and upon any such declaration such principal amount and premium, if any, together with accrued interest thereon, shall become immediately due and payable. If the Trustee fails to notify in writing the Corporation pursuant to the terms hereof, the Debentureholders having provided the written request to the Trustee may do so. If an Event of Default specified in clause (d) or (e) occurs, then the principal of (and premium, if any) together with accrued interest on all Outstanding Debentures shall immediately become due and payable without delivery of any Notice or other act on the part of either the Trustee of any Holder.

Events of Default and Enforcement. (a) If and when any one or more of the following events (each, herein called an “"Event of Default”") shall happen on or after and be continuing with respect to the date Debt Securities of this Indentureany series, namely: (i1) a default in payment of principal (and premium, if any) of any principal amount with respect to the Debentures, Debt Security of such series when the same becomes due and payabledue; (ii2) a default in payment of interest on any Debentures Debt Security of such series when due and payable and the continuance of such default for 10 30 days; (iii3) a default by in the Corporation in performing or observing deposit of any other covenants, agreements or obligations sinking fund payment on any Debt Security of the Corporation as described herein, such series when due and the continuance of such default for 30 days; (4) a default in performing or observing any of the covenants, agreements or other obligations of the Issuer, as described herein for 90 days after the earlier of the Corporation becoming aware of same and written notice to the Corporation Issuer by the Trustee holders of not less than 25% in principal amount of Outstanding Debt Securities of such series requiring the same to be remedied; (iv5) a decree, judgment, or order by a court having jurisdiction in the premises shall have been entered adjudging the Corporation Issuer a bankrupt or insolvent or approving as properly filed a petition seeking reorganization, readjustment, arrangement arrangement, composition or similar relief for the Corporation, Issuer under the Bankruptcy and Insolvency Act (Canada), Companies’ Creditors Arrangement Act (Canada) or any other similar bankruptcy, insolvency or analogous other similar applicable law to include proceedings in desastre and/or the grant of a preliminary vesting order in saisie proceedings, in each case and such decree, judgment or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, administrator, controller receiver or liquidator or trustee or assignee in bankruptcy or insolvency of the Corporation or Issuer of a substantial part of its property, or for the winding up or liquidation of its affairs, shall have remained in force for a period of 30 60 consecutive days; or any substantial part of the property of the Issuer shall be sequestered or attached and shall not be returned to the possession of the Issuer or released from such attachment whether by filing of a bond, or stay or otherwise within 60 consecutive days thereafter; (v6) the Corporation Issuer shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization, readjustment, arrangement, composition or similar relief under the Bankruptcy and Insolvency Act (Canada), Companies’ Creditors Arrangement Act (Canada) or any other similar bankruptcy, insolvency or analogous other similar applicable law or the Issuer shall consent to the filing or of any such petition in each casepetition, or shall consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency for it or of a substantial part of its property, or shall make an assignment for the benefit of creditors, or shall be unable, or admit in writing its inability, to pay its debts generally as they become due, or corporate action shall be taken by the Corporation Issuer in furtherance of any of the aforesaid actions; (vi7) if a resolution is passed the occurrence of an event of default as defined in any evidence of indebtedness for the winding-up or liquidation borrowed money of the Corporation except Issuer exceeding on its face $100,000,000 in principal amount, whether such indebtedness now exists or shall hereafter be created, which results in such indebtedness becoming or being declared due and payable prior to the course date on which it would otherwise become due and payable and such acceleration shall not be rescinded or annulled within 10 days after written notice (i) specifying such default, (ii) requiring such defaulting entity to cause such acceleration to be rescinded or annulled, and (iii) stating that such notice is a "Notice of carrying out Default" thereunder, shall have been given to such defaulting entity by the Trustee or pursuant to a transaction in respect such defaulting entity and the Trustee by the trustee under any such lien, indenture or instrument, by the holder or holders of which any such indebtedness or by the conditions agent of Section 10.1 are duly observed and performedany such holder or holders; or (vii) if any judgment or court order for the payment of money in excess of $5,000,000 in the aggregate (or the equivalent amount in 8) any other currency) is rendered against the Corporation that is not discharged in accordance Event of Default provided with its terms or in respect of which such cash collateral or other security satisfactory to the Trustee in the amount Debt Securities of the judgment or court order has not been deposited with the Trustee to be set aside to pay such judgment or court orderthat series; then, and in each and every such case which has happened and is continuing (other than an Event of Default specified in clause (d) or (e) above)case, the Trustee may, in its discretion, and shall, upon or the written request Holders of the holders of, collectively, not less than 25% in principal amount of the Outstanding Debentures Debt Securities of such series at such time, time may declare the principal of (and premium, if any) together with accrued interest on on, all such Debentures Debt Securities of such series to be due and payable immediately, by a Notice notice in writing to the Corporation (Issuer and to the Trustee if given by the Holders), and upon any such declaration such principal amount (and premium, if any, ) together with accrued interest thereon, shall become immediately due and payable. If the Trustee fails to notify in writing the Corporation pursuant to the terms hereof, the Debentureholders having provided the written request to the Trustee may do so. If an Event of Default specified in clause (d) or (e) occurs, then the principal of (and premium, if any) together with accrued interest on all Outstanding Debentures shall immediately become due and payable without delivery of any Notice or other act on the part of either the Trustee of any Holder.

Events of Default and Enforcement. ‌ (a) If and when any one or more of the following events (each, an “Event of Default”) shall happen on or after the date of this Indenture, namely: (i) a default in payment of any principal amount with respect to the Debentures, when the same becomes due and payable; (ii) a default in payment of interest on any Debentures when due and payable and the continuance of such default for 10 days; (iii) a default by the Corporation in performing or observing any other covenants, agreements or obligations of the Corporation as described herein, and the continuance of such default for 30 days after the earlier of the Corporation becoming aware of same and written notice to the Corporation by the Trustee requiring the same to be remedied; (iv) a decree, judgment, or order by a court having jurisdiction in the premises shall have been entered adjudging the Corporation bankrupt or insolvent or approving as properly filed a petition seeking reorganization, readjustment, arrangement composition or similar relief for the Corporation, under the Bankruptcy and Insolvency Act (Canada), Companies’ Creditors Arrangement Act (Canada) or any other similar bankruptcy, insolvency or analogous applicable law to include proceedings in desastre and/or the grant of a preliminary vesting order in saisie proceedings, in each case and such decree, judgment or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, administrator, controller or trustee or assignee in bankruptcy or insolvency of the Corporation or of a substantial part of its property, or for the winding up or liquidation of its affairs, shall have remained in force for a period of 30 consecutive days; (v) the Corporation shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization, readjustment, arrangement, composition or similar relief under the Bankruptcy and Insolvency Act (Canada), Companies’ Creditors Arrangement Act (Canada) or any other similar bankruptcy, insolvency or analogous applicable law or shall consent to the filing or any such petition in each case, or shall consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency for it or of a substantial part of its property, or shall make an assignment for the benefit of creditors, or shall be unable, or admit in writing its inability, to pay its debts generally as they become due, or corporate action shall be taken by the Corporation in furtherance of any of the aforesaid actions; (vi) if a resolution is passed for the winding-up or liquidation of the Corporation except in the course of carrying out or pursuant to a transaction in respect of which the conditions of Section 10.1 are duly observed and performed; or (vii) if any judgment or court order for the payment of money in excess of $5,000,000 in the aggregate (or the equivalent amount in any other currency) is rendered against the Corporation that is not discharged in accordance with its terms or in respect of which such cash collateral or other security satisfactory to the Trustee in the amount of the judgment or court order has not been deposited with the Trustee to be set aside to pay such judgment or court order; then, and in each and every such case which has happened and is continuing (other than an Event of Default specified in clause (d) or (e) above), the Trustee may, in its discretion, and shall, upon the written request of the holders of, collectively, not less than 25% in principal amount of the Outstanding Debentures at such time, declare the principal of (and premium, if any) together with accrued interest on all such Debentures to be due and payable immediately, by a Notice in writing to the Corporation (and to the Trustee if given by the Holders), and upon any such declaration such principal amount and premium, if any, together with accrued interest thereon, shall become immediately due and payable. If the Trustee fails to notify in writing the Corporation pursuant to the terms hereof, the Debentureholders having provided the written request to the Trustee may do so. If an Event of Default specified in clause (d) or (e) occurs, then the principal of (and premium, if any) together with accrued interest on all Outstanding Debentures shall immediately become due and payable without delivery of any Notice or other act on the part of either the Trustee of any Holder.

Events of Default and Enforcement. (a) If and when any one or more of the following events (each, an “"Event of Default”") shall happen on or after the date of this Indenture, namely: (i) a default in payment of any principal amount with respect to the Debentures, when the same becomes due and payablepayable and the continuance of such default for 30 days; (ii) a default in payment of interest on any Debentures when due and payable and the continuance of such default for 10 30 days; (iii) a default by the Corporation in performing or observing any other covenants, agreements or obligations of the Corporation as described herein, and the continuance of such default for 30 days after the earlier of the Corporation becoming aware of same and written notice to the Corporation by the Trustee requiring the same to be remedied; (iv) a decree, judgment, or order by a court having jurisdiction in the premises shall have been entered adjudging the Corporation bankrupt or insolvent or approving as properly filed a petition seeking reorganization, readjustment, arrangement composition or similar relief for the Corporation, under the Bankruptcy and Insolvency Act (Canada), Companies’ ' Creditors Arrangement Act (Canada) or any other similar bankruptcy, insolvency or analogous applicable law to include proceedings in desastre and/or the grant of a preliminary vesting order in saisie proceedings, in each case and such decree, judgment or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, administrator, controller or trustee or assignee in bankruptcy or insolvency of the Corporation or of a substantial part of its property, or for the winding up or liquidation of its affairs, shall have remained in force for a period of 30 consecutive days; (v) the Corporation shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization, readjustment, arrangement, composition or similar relief under the Bankruptcy and Insolvency Act (Canada), Companies’ ' Creditors Arrangement Act (Canada) or any other similar bankruptcy, insolvency or analogous applicable law or shall consent to the filing or any such petition in each case, or shall consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency for it or of a substantial part of its property, or shall make an assignment for the benefit of creditors, or shall be unable, or admit in writing its inability, to pay its debts generally as they become due, or corporate action shall be taken by the Corporation in furtherance of any of the aforesaid actions; (vi) if a resolution is passed for the winding-up or liquidation of the Corporation except in the course of carrying out or pursuant to a transaction in respect of which the conditions of Section 10.1 11.1 are duly observed and performed; or (vii) if if, after the date of this Indenture, any judgment or court order for the payment of money in excess of $5,000,000 in the aggregate (or the equivalent amount in any other currency) is rendered against proceedings with respect to the Corporation that is not discharged in accordance are taken with its terms respect to a compromise or in arrangement, with respect of which such cash collateral or other security satisfactory to the Trustee in the amount creditors of the judgment or court order has not been deposited with Corporation generally, under the Trustee to be set aside to pay such judgment or court order; applicable legislation of any jurisdiction, then, and in each and every such case which has happened and is continuing (other than an Event of Default specified in clause (d) or (e) above)continuing, the Trustee may, in its discretion, and shall, upon the written request of the holders of, collectively, not less than 2550% in principal amount of the Outstanding Debentures at such time, subject to the provisions of Section 7.3, declare the principal of (and premium, if any) together with accrued interest on all such Debentures to be due and payable immediately, by a Notice in writing to the Corporation (and to the Trustee if given by the Holders), and upon any such declaration such principal amount and premium, if any, together with accrued interest thereon, shall become immediately due and payable. If Such payment when made shall be deemed to have been made in discharge of the Corporation's obligations hereunder and any monies so received by the Trustee fails to notify shall be applied in writing the Corporation pursuant to the terms hereof, the Debentureholders having manner provided the written request to the Trustee may do so. If an Event of Default specified in clause (d) or (e) occurs, then the principal of (and premium, if any) together with accrued interest on all Outstanding Debentures shall immediately become due and payable without delivery of any Notice or other act on the part of either the Trustee of any HolderSection 7.6.

Events of Default and Enforcement. The Trustee at its discretion may, and if so requested in writing by the Holders of at least one-quarter in nominal amount of the Notes then outstanding or if so directed by an Extraordinary Resolution of the Holders shall (asubject to in each case being indemnified and/or secured and/or prefunded to its satisfaction in accordance with Clause 10 of the Trust Deed), (but, in the case of the happening of any of the events mentioned in paragraphs (ii), (v), (vi) If and when (vii) below in relation to the Issuer and (iii) to (vii) below (inclusive) in relation to the Principal Subsidiary, only if the Trustee shall have certified in writing that such event is, in its opinion, materially prejudicial to the interests of the Holders) give notice to the Issuer that the Notes are, and they shall accordingly immediately become, due and repayable at their Early Redemption Amount (as referred to in Condition 7.5), together with accrued interest as provided in the Trust Deed, if any one or more of the following events (each, an “Event of Default”) shall happen on or after the date of this Indenture, namelyoccur and be continuing: (i) if default is made for a default period of 14 days or more in the payment of any principal amount with or interest due in respect to of the Debentures, when the same becomes due and payable;Notes or any of them; or (ii) a if default is made by the Issuer in the performance or observance of any obligation, condition or provision binding upon it under the Notes or the Trust Deed (other than any obligation for the payment of any principal or interest on any Debentures when due and payable and in respect of the continuance of Notes) and, except where such default for 10 days; (iii) a default by is, in the Corporation in performing or observing any other covenants, agreements or obligations opinion of the Corporation Trustee, not capable of remedy when no such continuation and notice as described hereinis hereinafter mentioned will be required, and the continuance of such default continues for 30 days (or such longer period as the Trustee may permit) after the earlier of the Corporation becoming aware of same and written notice to the Corporation thereof has been given by the Trustee to the Issuer requiring the same to be remedied;; or (iv) a decree, judgment, or order by a court having jurisdiction in the premises shall have been entered adjudging the Corporation bankrupt or insolvent or approving as properly filed a petition seeking reorganization, readjustment, arrangement composition or similar relief for the Corporation, under the Bankruptcy and Insolvency Act (Canada), Companies’ Creditors Arrangement Act (Canada) or any other similar bankruptcy, insolvency or analogous applicable law to include proceedings in desastre and/or the grant of a preliminary vesting order in saisie proceedings, in each case and such decree, judgment or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, administrator, controller or trustee or assignee in bankruptcy or insolvency of the Corporation or of a substantial part of its property, or for the winding up or liquidation of its affairs, shall have remained in force for a period of 30 consecutive days; (v) the Corporation shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization, readjustment, arrangement, composition or similar relief under the Bankruptcy and Insolvency Act (Canada), Companies’ Creditors Arrangement Act (Canada) or any other similar bankruptcy, insolvency or analogous applicable law or shall consent to the filing or any such petition in each case, or shall consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency for it or of a substantial part of its property, or shall make an assignment for the benefit of creditors, or shall be unable, or admit in writing its inability, to pay its debts generally as they become due, or corporate action shall be taken by the Corporation in furtherance of any of the aforesaid actions; (viiii) if a an order is made or an effective resolution is passed for the winding-up of, or liquidation an administration order is made in relation to, the Issuer or the Principal Subsidiary (save, in the case of the Corporation Principal Subsidiary, (a) with the prior written consent of the Trustee or the prior sanction of an Extraordinary Resolution of the Holders for the purposes of or in connection with an amalgamation or reconstruction, or (b) a voluntary solvent winding-up where surplus assets are available for distribution); or (iv) if the Issuer or the Principal Subsidiary stops or threatens to stop payment to its creditors generally or the Issuer or the Principal Subsidiary ceases or threatens to cease to carry on its business or substantially the whole of its business (except for the purposes of, or in connection with, a reconstruction or amalgamation the terms of which have previously been approved in writing by the Trustee or an Extraordinary Resolution of the Holders or, in the course case of carrying the Principal Subsidiary, such a winding-up as is referred to in (iii)(b) above); or (v) if an encumbrancer takes possession or an administrative or other receiver or an administrator is appointed of the whole or any substantial part of the undertaking, property and assets of the Issuer or the Principal Subsidiary or if a distress or execution is levied or enforced upon or sued out against the whole or pursuant any substantial part of the chattels or property of the Issuer or the Principal Subsidiary and, in the case of any of the foregoing events, is not discharged within 60 days or such longer period as the Trustee may allow; or (vi) if the Issuer or the Principal Subsidiary is unable to a transaction in respect of which pay its debts within the conditions meaning of Section 10.1 are duly observed and performed123(2) of the Insolvency Xxx 0000; or (vii) if any judgment indebtedness for moneys borrowed (as defined below) of the Issuer or court order for the payment Principal Subsidiary (which indebtedness in respect of money in excess any single company has an outstanding aggregate principal amount of $5,000,000 in the aggregate at least £30,000,000 (or the its equivalent amount in any other currencycurrency or currencies)) is rendered against the Corporation that not paid on its due date as extended by any applicable grace period and following a demand therefor or is not discharged in accordance with declared to be or automatically becomes due and payable prior to its terms stated maturity by reason of default or if any guarantee or indemnity in respect of which such cash collateral or other security satisfactory to the Trustee in the amount indebtedness for moneys borrowed of the judgment or court order has not been deposited with the Trustee to be set aside to pay such judgment or court order; then, and in each and every such case which has happened and is continuing (other than an Event of Default specified in clause (d) or (e) above), the Trustee may, in its discretion, and shall, upon the written request of the holders of, collectively, not less than 25% in principal amount of the Outstanding Debentures at such time, declare the principal of (and premium, if any) together with accrued interest on all such Debentures to be due and payable immediately, by a Notice in writing to the Corporation (and to the Trustee if any third party given by the Holders)Issuer or the Principal Subsidiary (having in respect of any single company an outstanding aggregate principal amount as aforesaid) is not honoured when due and called upon and, and upon in any such declaration such principal amount and premium, if any, together with accrued interest thereon, shall become immediately due and payable. If the Trustee fails to notify in writing the Corporation pursuant to the terms hereofcase, the Debentureholders having provided liability of the written request Issuer or the Principal Subsidiary, as the case may be, to the Trustee may do so. If an Event of Default specified make payment is not being contested in clause (d) or (e) occurs, then the principal of (and premium, if any) together with accrued interest on all Outstanding Debentures shall immediately become due and payable without delivery of any Notice or other act on the part of either the Trustee of any Holdergood faith.

Events of Default and Enforcement. (a) If and when any one or more of the following events (each, herein called an “"Event of Default”") shall happen on or after and be continuing with respect to the date Subordinated Debt Securities of this Indentureany series, namely: (i1) a default in payment of principal (and premium, if any) of any principal amount with respect to the Debentures, Subordinated Debt Security of such series when the same becomes due and payabledue; (ii2) a default in payment of interest on any Debentures Subordinated Debt Security of such series when due and payable and the continuance of such default for 10 30 days, it being understood that the occurrence of an Extended Interest Payment Period in accordance with Article Fourteen hereunder and the terms of such series of Subordinated Debt Securities will not constitute such a default; (iii3) a default by in the Corporation in performing or observing deposit of any other covenants, agreements or obligations sinking fund payment on any Subordinated Debt Security of the Corporation as described herein, such series when due and the continuance of such default for 30 days; (4) a default in performing or observing any of the covenants, agreements or other obligations of the Issuer as described herein for 90 days after the earlier of the Corporation becoming aware of same and written notice to the Corporation Issuer by the Trustee holders of not less than 25% in principal amount of Outstanding Subordinated Debt Securities of such series requiring the same to be remedied; (iv5) a decree, judgment, or order by a court having jurisdiction in the premises shall have been entered adjudging the Corporation Issuer a bankrupt or insolvent or approving as properly filed a petition seeking reorganization, readjustment, arrangement arrangement, composition or similar relief for the Corporation, Issuer under the Bankruptcy and Insolvency Act (Canada), Companies’ Creditors Arrangement Act (Canada) or any other similar bankruptcy, insolvency or analogous other similar applicable law to include proceedings in desastre and/or the grant of a preliminary vesting order in saisie proceedings, in each case and such decree, judgment or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, administrator, controller receiver or liquidator or trustee or assignee in bankruptcy or insolvency of the Corporation or Issuer of a substantial part of its property, or for the winding up or liquidation of its affairs, shall have remained in force for a period of 30 60 consecutive days; or any substantial part of the property of the Issuer shall be sequestered or attached and shall not be returned to the possession of the Issuer or released from such attachment whether by filing of a bond, or stay or otherwise within 60 consecutive days thereafter; (v6) the Corporation Issuer shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization, readjustment, arrangement, composition or similar relief under the Bankruptcy and Insolvency Act (Canada), Companies’ Creditors Arrangement Act (Canada) or any other similar bankruptcy, insolvency or analogous other similar applicable law or the Issuer shall consent to the filing or of any such petition in each casepetition, or shall consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency for it or of a substantial part of its property, or shall make an assignment for the benefit of creditors, or shall be unable, or admit in writing its inability, to pay its debts generally as they become due, or corporate action shall be taken by the Corporation Issuer in furtherance of any of the aforesaid actions; (vi) if a resolution is passed for the winding-up or liquidation of the Corporation except in the course of carrying out or pursuant to a transaction in respect of which the conditions of Section 10.1 are duly observed and performed; or (vii7) if any judgment or court order for the payment of money in excess of $5,000,000 in the aggregate (or the equivalent amount in any other currency) is rendered against the Corporation that is not discharged in accordance Event of Default provided with its terms or in respect of which such cash collateral or other security satisfactory to the Trustee in the amount Subordinated Debt Securities of the judgment or court order has not been deposited with the Trustee to be set aside to pay such judgment or court orderthat series; then, and in each and every such case which has happened and is continuing (other than an Event of Default specified in clause (d) or (e) above)case, the Trustee may, in its discretion, and shall, upon or the written request Holders of the holders of, collectively, not less than 25% in principal amount of the Outstanding Debentures Subordinated Debt Securities of such series at such time, time may declare the principal of (and premium, if any) together with accrued interest on on, all such Debentures Subordinated Debt Securities of such series to be due and payable immediately, by a Notice notice in writing to the Corporation (Issuer and to the Trustee if given by the Holders), and upon any such declaration such principal amount (and premium, if any, ) together with accrued interest thereon, shall become immediately due and payable. If the Trustee fails to notify in writing the Corporation pursuant to the terms hereof, the Debentureholders having provided the written request to the Trustee may do so. If an Event of Default specified in clause (d) or (e) occurs, then the principal of (and premium, if any) together with accrued interest on all Outstanding Debentures shall immediately become due and payable without delivery of any Notice or other act on the part of either the Trustee of any Holder.

Events of Default and Enforcement. (a) If and when any one or more of the following events (each, herein called an “Event of Default”) shall happen on or after and be continuing with respect to the date Debt Securities of this Indentureany series, namely: (i1) a default in payment the failure to pay principal of any Debt Security of such series when such principal amount with respect becomes due and payable, whether at Maturity, upon redemption or otherwise; (2) the failure to the Debentures, pay interest on any Debt Security of such series when the same becomes due and payable; (ii) a default in payment of interest on any Debentures when due and payable and the continuance of such default Default for 10 a continuous period of 30 days; (iii3) a default Default in the deposit of any sinking fund payment on any Debt Security of such series when due; (4) a Default by the Corporation Issuer, NNC, or during any period in performing which NNI is a Guarantor, NNI, in the performance or observing observance of any other of their respective covenants, agreements or other obligations set forth herein for a continuous period of the Corporation as described herein, and the continuance of such default for 30 90 days after the earlier Issuer or such Guarantor receives written notice specifying the Default (and demanding that such Default be remedied) from the Holders of not less than 25% in principal amount of the Corporation becoming aware Outstanding Debt Securities of same and written notice to the Corporation by the Trustee requiring the same to be remediedsuch series; (iv5) a decree, judgment, judgment or order by a court having jurisdiction in the premises shall have been entered adjudging the Corporation Issuer or any Guarantor a bankrupt or insolvent or approving as properly filed a petition seeking reorganization, readjustment, arrangement arrangement, composition or similar relief for the Corporation, under the Bankruptcy and Insolvency Act (Canada), Companies’ Creditors Arrangement Act (Canada) Issuer or any other similar Guarantor under any bankruptcy, insolvency or analogous other similar applicable law to include proceedings in desastre and/or the grant of a preliminary vesting order in saisie proceedings, in each case and such decree, judgment or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, administrator, controller receiver or liquidator or trustee or assignee in bankruptcy or insolvency of the Corporation Issuer or such Guarantor, as the case may be, of a substantial part of its property, or for the winding up or liquidation of its affairs, shall have remained in force for a period of 30 60 consecutive days; or any substantial part of the property of the Issuer or such Guarantor shall be sequestered or attached and shall not be returned to the possession of the Issuer or such Guarantor or released from such attachment whether by filing of a bond, or stay or otherwise within 60 consecutive days thereafter; (v6) the Corporation Issuer or any Guarantor shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization, readjustment, arrangement, composition or similar relief under the Bankruptcy and Insolvency Act (Canada), Companies’ Creditors Arrangement Act (Canada) or any other similar bankruptcy, insolvency or analogous other similar applicable law or the Issuer or such Guarantor shall consent to the filing or of any such petition in each casepetition, or shall consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency for it or of a substantial part of its property, or shall make an assignment for the benefit of creditors, or shall be unable, or admit in writing its inability, to pay its debts generally as they become due, or corporate action shall be taken by the Corporation Issuer or such Guarantor in furtherance of any of the aforesaid actions; (vi7) if a resolution Default by NNC, the Issuer or during any period in which NNI is passed for the winding-up or liquidation of the Corporation except in the course of carrying out or pursuant to a transaction Guarantor, NNI, under a single obligation in respect of Funded Debt that exceeds on its face $100,000,000 in principal amount, which the conditions of Section 10.1 are duly observed results in such Funded Debt becoming or being declared due and performed; or (vii) if any judgment or court order for the payment of money in excess of $5,000,000 in the aggregate (or the equivalent amount in any other currency) is rendered against the Corporation that is not discharged in accordance with its terms or in respect of which such cash collateral or other security satisfactory payable prior to the Trustee in the amount date on which it would otherwise become due and payable and such acceleration shall not be rescinded or annulled within 10 days after written notice (i) specifying such Default and (ii) stating that such notice is a “Notice of the judgment or court order has not Default” hereunder, shall have been deposited with the Trustee given to be set aside to pay such judgment or court order; then, and in each and every such case which has happened and is continuing (other than an Event defaulting entity by Holders of Default specified in clause (d) or (e) above), the Trustee may, in its discretion, and shall, upon the written request of the holders of, collectively, not less than 25% in principal amount of the Outstanding Debentures Debt Securities of such series; (8) any Guarantee shall cease to be in full force and effect (other than in accordance with the terms of this Indenture) or any Guarantor denies or disaffirms its obligations under its Guarantee; (9) one or more judgments in an aggregate amount in excess of $100,000,000 shall have been rendered against NNC, the Issuer or, during any period in which NNI is a Guarantor, NNI, and such judgments remain undischarged, unpaid in accordance with its or their respective terms or unstayed for a period of 90 days after such judgment or judgments become final and non-appealable; (10) a failure by the Issuer to make a Change of Control Offer; and (11) any other Event of Default provided with respect to the Debt Securities of that series and specified in any supplemental indenture applicable to such series of Debt Security; then, and in each and every such case, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Debt Securities of such series at such time, time may declare the principal of (and premium, if any) together with accrued interest on on, all Debt Securities of such Debentures series to be due and payable immediately, by a Notice notice in writing to the Corporation (Issuer and the Guarantors, and to the Trustee if given by the Holders), and upon any such declaration such principal amount and premium, if anyamount, together with accrued interest thereon, thereon shall become immediately due and payable. If the Trustee fails to notify in writing the Corporation pursuant to the terms hereof, the Debentureholders having provided the written request to the Trustee may do so. If an Event of Default specified in clause (d) or (e) occurs, then the principal of (and premium, if any) together with accrued interest on all Outstanding Debentures shall immediately become due and payable without delivery of any Notice or other act on the part of either the Trustee of any Holder.

Events of Default and Enforcement. (a) If and when any one or more of the following events (each, herein called an “"Event of Default”") shall happen on or after and be continuing with respect to the date Subordinated Debt Securities of this Indentureany series, namely: (i1) a default in payment of principal (and premium, if any) of any principal amount with respect to the Debentures, Subordinated Debt Security of such series when the same becomes due and payabledue; (ii2) a default in payment of interest on any Debentures Subordinated Debt Security of such series when due and payable and the continuance of such default for 10 30 days, it being understood that the occurrence of an Extended Interest Payment Period in accordance with Article Fourteen hereunder and the terms of such series of Subordinated Debt Securities will not constitute such a default; (iii3) a default by in the Corporation in performing or observing deposit of any other covenants, agreements or obligations sinking fund payment on any Subordinated Debt Security of the Corporation as described herein, such series when due and the continuance of such default for 30 days; (4) a default in performing or observing any of the covenants, agreements or other obligations of the Issuer or the Guarantor as described herein for 90 days after the earlier of the Corporation becoming aware of same and written notice to the Corporation Issuer or the Guarantor by the Trustee holders of not less than 25% in principal amount of Outstanding Subordinated Debt Securities of such series requiring the same to be remedied; (iv5) a decree, judgment, or order by a court having jurisdiction in the premises shall have been entered adjudging the Corporation Issuer or the Guarantor a bankrupt or insolvent or approving as properly filed a petition seeking reorganization, readjustment, arrangement arrangement, composition or similar relief for the Corporation, Issuer or the Guarantor under the Bankruptcy and Insolvency Act (Canada), Companies’ Creditors Arrangement Act (Canada) or any other similar bankruptcy, insolvency or analogous other similar applicable law to include proceedings in desastre and/or the grant of a preliminary vesting order in saisie proceedings, in each case and such decree, judgment or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, administrator, controller receiver or liquidator or trustee or assignee in bankruptcy or insolvency of the Corporation Issuer or the Guarantor of a substantial part of its property, or for the winding up or liquidation of its affairs, shall have remained in force for a period of 30 60 consecutive days; or any substantial part of the property of the Issuer or the Guarantor shall be sequestered or attached and shall not be returned to the possession of the Issuer or the Guarantor or released from such attachment whether by filing of a bond, or stay or otherwise within 60 consecutive days thereafter; (v6) the Corporation Issuer or the Guarantor shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization, readjustment, arrangement, composition or similar relief under the Bankruptcy and Insolvency Act (Canada), Companies’ Creditors Arrangement Act (Canada) or any other similar bankruptcy, insolvency or analogous other similar applicable law or the Issuer or the Guarantor shall consent to the filing or of any such petition in each casepetition, or shall consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency for it or of a substantial part of its property, or shall make an assignment for the benefit of creditors, or shall be unable, or admit in writing its inability, to pay its debts generally as they become due, or corporate action shall be taken by the Corporation Issuer or the Guarantor in furtherance of any of the aforesaid actions; (vi) if a resolution is passed for the winding-up or liquidation of the Corporation except in the course of carrying out or pursuant to a transaction in respect of which the conditions of Section 10.1 are duly observed and performed; or (vii7) if any judgment or court order for the payment of money in excess of $5,000,000 in the aggregate (or the equivalent amount in any other currency) is rendered against the Corporation that is not discharged in accordance Event of Default provided with its terms or in respect of which such cash collateral or other security satisfactory to the Trustee in the amount Subordinated Debt Securities of the judgment or court order has not been deposited with the Trustee to be set aside to pay such judgment or court orderthat series; then, and in each and every such case which has happened and is continuing (other than an Event of Default specified in clause (d) or (e) above)case, the Trustee may, in its discretion, and shall, upon or the written request Holders of the holders of, collectively, not less than 25% in principal amount of the Outstanding Debentures Subordinated Debt Securities of such series at such time, time may declare the principal of (and premium, if any) together with accrued interest on on, all such Debentures Subordinated Debt Securities of such series to be due and payable immediately, by a Notice notice in writing to the Corporation (Issuer and the Guarantor, and to the Trustee if given by the Holders), and upon any such declaration such principal amount (and premium, if any, ) together with accrued interest thereon, shall become immediately due and payable. If the Trustee fails to notify in writing the Corporation pursuant to the terms hereof, the Debentureholders having provided the written request to the Trustee may do so. If an Event of Default specified in clause (d) or (e) occurs, then the principal of (and premium, if any) together with accrued interest on all Outstanding Debentures shall immediately become due and payable without delivery of any Notice or other act on the part of either the Trustee of any Holder.

Events of Default and Enforcement. (a) If Events of Default The Trustee may, at its discretion, and when shall if so requested in writing by the holders of not less than one-quarter of the principal amount of the Notes of the relevant Series then outstanding or if so directed by an Extraordinary Resolution of Noteholders of the relevant Series (subject to its rights under the Trust Deed to be indemnified and/or pre-funded and/or provided with security to its satisfaction against all liabilities, proceedings, claims and demands to which it may thereby become liable and all costs, charges and expenses which may be incurred by it in connection therewith), give notice to the Issuer that the Notes are immediately due and repayable if any one or more of the following events occurs (each, each an “"Event of Default”) shall happen on or after the date of this Indenture, namely:"): (i) a default in the payment of principal of the Notes or any principal amount with respect to of them, in the Debenturescurrency and in the manner provided herein, when the same becomes due and payable at maturity, upon acceleration, redemption or otherwise, and such default continues for a period of seven calendar days or more; (ii) default in the payment of interest on the Notes or any of them, in the currency and in the manner provided herein, when the same becomes due and payable, and such default continues for a period of 15 calendar days or more; (iiiii) default in the performance of, or breaches of, any covenant or agreement of the Issuer under these Conditions or the Trust Deed (other than a default referred to under Conditions 10(a)(i) (Events of Default and Enforcement—Events of Default) and 10(a)(ii) (Events of Default and Enforcement—Events of Default) above) and such default or breach continues for a period of 30 consecutive calendar days after written notice by the Trustee to the Issuer; (iv) (A) default on any Indebtedness of the Issuer or any of the Significant Subsidiaries of the Issuer with an aggregate principal amount in excess of U.S.$75 million (or, to the extent non-U.S. dollar denominated, the U.S. dollar equivalent of such amount as of the date of such default) (I) resulting from the failure to pay principal or interest (in the case of interest default or a default in the payment of interest on principal other than at its Stated Maturity, after the expiration of any Debentures applicable grace period) in an aggregate amount in excess of U.S.$5 million (or, to the extent non-U.S. dollar denominated, the U.S. dollar equivalent of such amount as of the date of such default) when due or (II) as a result of which the maturity of such Indebtedness has been accelerated prior to its Stated Maturity; (B) default is made by the Issuer or any of the Significant Subsidiaries of the Issuer in making any payment due under any guarantee and/or indemnity given by it in relation to any Indebtedness of any Person with an aggregate principal amount in excess of U.S.$75 million (or, to the extent non-U.S. dollar denominated, the U.S. dollar equivalent of such amount as of the date of such default); or (C) any security given by the Issuer or any of the Significant Subsidiaries of the Issuer for any Indebtedness of any Person with an aggregate principal amount in excess of U.S.$75 million (or, to the extent non-U.S. dollar denominated, the U.S. dollar equivalent of such amount) becomes enforceable; (v) any final, non-appealable judgment, order or award of a court or arbitral tribunal of competent jurisdiction that is enforceable against the Issuer or any Significant Subsidiary of the Issuer (and payable not covered by insurance) for the payment of money in an amount in excess of U.S.$75 million (or, to the extent non-U.S. dollar denominated, the U.S. dollar equivalent of such amount) and the continuance of such default judgment, order or award for 10 daysany period of 60 consecutive calendar days following entry of the final judgment, order or award without a stay of execution or, if later, a period ending on the date specified or agreed for payment by (A) the judgment, order or award or (B) any settlement agreement or arrangement entered into by the parties to the claim subsequent to the judgment, order or award; (iiivi) any regulation, decree, consent, approval, licence or other authority necessary to enable the Issuer to enter into or perform its obligations under these Conditions, the Notes or the Trust Deed or for the validity or enforceability thereof shall expire or be withheld, revoked or terminated or otherwise cease to remain in full force and effect or shall be modified in a default by the Corporation in performing manner which adversely affects any rights or observing any other covenants, agreements or obligations claims of the Corporation as described herein, and Trustee or the continuance of such default for 30 days after the earlier of the Corporation becoming aware of same and written notice to the Corporation by the Trustee requiring the same to be remediedNoteholders; (ivvii) it is, or will become, unlawful for the Issuer to perform or comply with any of its obligations under or in respect of these Conditions, the Notes or the Trust Deed or any of such obligations shall become unenforceable or cease to be legal, valid and binding; (viii) a decree, judgment, or order by any Agency or a court having of competent jurisdiction in the premises shall have been entered adjudging the Corporation Issuer or any of the Significant Subsidiaries of the Issuer as bankrupt or insolvent insolvent, or approving as properly filed a petition seeking reorganization, readjustment, arrangement composition or similar relief for reorganisation of the Corporation, under the Bankruptcy and Insolvency Act (Canada), Companies’ Creditors Arrangement Act (Canada) Issuer or any other similar bankruptcyof the Significant Subsidiaries of the Issuer under any Bankruptcy Law, insolvency or analogous applicable law to include proceedings in desastre and/or the grant of a preliminary vesting order in saisie proceedings, in each case and such decree, judgment decree or order shall have continued undischarged and unstayed for a period of 60 days; or a decree or order of a court having of competent jurisdiction in the premises for the appointment of appointing a receiver, liquidator, administratortrustee, controller or trustee or assignee in bankruptcy or insolvency of the Corporation Issuer or any of a the Significant Subsidiaries of the Issuer, or any substantial part of its propertythe assets or property of any such Person, or for the winding up or liquidation of its affairsthe affairs of any such Person, shall have been entered, and such decree, judgment or order shall have remained in force undischarged and unstayed for a period of 30 consecutive 60 days;; or (vix) except with respect to solvent proceedings initiated by any of the Corporation Issuer's Significant Subsidiaries, the Issuer or any of its Significant Subsidiaries shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganizationreorganisation under any Bankruptcy Law, readjustment, arrangement, composition or similar relief under the Bankruptcy and Insolvency Act (Canada), Companies’ Creditors Arrangement Act (Canada) or any other similar bankruptcy, insolvency or analogous applicable law or shall consent to the filing or of any such petition in each casepetition, or shall consent to the appointment of a receiver or liquidator or custodian, receiver, liquidator, trustee or assignee in bankruptcy or insolvency for of it or of a any substantial part of its assets or property, or shall make an a general assignment for the benefit of creditors, or shall be unable, or admit in writing its inability, inability to pay its debts generally as they become due, or shall, within the meaning of any Bankruptcy Law, become insolvent, fail generally to pay its debts as they become due, or takes any corporate action shall be taken by the Corporation in furtherance of or to facilitate, conditionally or otherwise, any of the aforesaid actions; (vi) if a resolution is passed for the winding-up or liquidation of the Corporation except in the course of carrying out or pursuant to a transaction in respect of which the conditions of Section 10.1 are duly observed and performed; or (vii) if any judgment or court order for the payment of money in excess of $5,000,000 in the aggregate (or the equivalent amount in any other currency) is rendered against the Corporation that is not discharged in accordance with its terms or in respect of which such cash collateral or other security satisfactory foregoing. Subject to the Trustee paragraph below, upon such notice being given to the Issuer in the amount of the judgment or court order has not been deposited with the Trustee relation to be set aside to pay such judgment or court order; then, and in each and every such case which has happened and is continuing Conditions 10(a)(i) (other than an Event Events of Default specified in clause and Enforcement—Events of Default) to 10(a)(vii) (d) or (e) aboveEvents of Default and Enforcement—Events of Default), the Trustee may, in its discretion, Notes will immediately become due and shall, upon the written request of the holders of, collectively, not less than 25% in repayable at their principal amount of the Outstanding Debentures at such time, declare the principal of (and premium, if any) together with all accrued interest on all such Debentures to be due and payable immediately, by a Notice in writing to the Corporation (and to the Trustee if given by the Holders), and upon any such declaration such principal amount and premium, if any, together with accrued interest thereon, shall become immediately due and payable. If the Trustee fails to notify in writing the Corporation pursuant to the terms hereof, the Debentureholders having provided the written request to the Trustee may do sounpaid interest. If an Event of Default specified in clause Condition 10(a)(ix) (d) or (eEvents of Default and Enforcement—Events of Default) occurs, then the principal of (and premium, if any) together with accrued interest on all Outstanding Debentures shall Notes will be immediately become due and payable repayable without delivery of any Notice declaration, notice or other act on the part of either the Trustee or the Noteholders all without diligence, presentment, demand of payment, protest or notice of any Holder.kind, which are expressly waived by the Issuer. As used in this Condition 10(a) (Events of Default and Enforcement—Events of Default):

Events of Default and Enforcement. (a1) If and when any one or more of the following events (each, herein called an “Event of Default”) shall happen on or after the date of this Indenture, namely: (ia) a default in payment of any principal amount with respect to the Debentures, when the same becomes due and payable; (iib) a default in payment of interest on any Debentures when due and payable and the continuance of such default for 10 days; (iiic) a default by the Corporation in performing or observing any other covenants, agreements or obligations of the Corporation as described herein, and the continuance of such default for 30 days after the earlier of the Corporation becoming aware of same and written notice to the Corporation by the Trustee requiring the same to be remedied; (ivd) a decree, judgment, or order by a court having jurisdiction in the premises shall have been entered adjudging the Corporation bankrupt or insolvent or approving as properly filed a petition seeking reorganization, readjustment, arrangement composition or similar relief for the Corporation, under the Bankruptcy and Insolvency Act (Canada), Companies’ Creditors Arrangement Act (Canada) or any other similar bankruptcy, insolvency or analogous applicable law to include proceedings in desastre and/or the grant of a preliminary vesting order in saisie proceedings, in each case and such decree, judgment or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, administrator, controller or trustee or assignee in bankruptcy or insolvency of the Corporation or of a substantial part of its property, or for the winding up or liquidation of its affairs, shall have remained in force for a period of 30 consecutive days; (ve) the Corporation shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization, readjustment, arrangement, composition or similar relief under the Bankruptcy and Insolvency Act (Canada), Companies’ Creditors Arrangement Act (Canada) or any other similar bankruptcy, insolvency or analogous applicable law or shall consent to the filing or any such petition in each case, or shall consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency for it or of a substantial part of its property, or shall make an assignment for the benefit of creditors, or shall be unable, or admit in writing its inability, to pay its debts generally as they become due, or corporate action shall be taken by the Corporation in furtherance of any of the aforesaid actions; (vif) if a resolution is passed for the winding-up or liquidation of the Corporation except in the course of carrying out or pursuant to a transaction in respect of which the conditions of Section 10.1 are duly observed and performed; or (viig) if any judgment or court order for the payment of money in excess of $5,000,000 1,000,000 in the aggregate (or the equivalent amount in any other currency) is rendered against the Corporation that is not discharged in accordance with its terms or in respect of which such cash collateral or other security satisfactory to the Trustee in the amount of the judgment or court order has not been deposited with the Trustee to be set aside to pay such judgment or court order; then, and in each and every such case which has happened and is continuing (other than an Event of Default specified in clause (d) or (e) above), the Trustee may, in its discretion, and shall, upon the written request of the holders of, collectively, not less than 25% in principal amount of the Outstanding Debentures at such time, declare the principal of (and premium, if any) together with accrued interest on all such Debentures to be due and payable immediately, by a Notice in writing to the Corporation (and to the Trustee if given by the Holders), and upon any such declaration such principal amount and premium, if any, together with accrued interest thereon, shall become immediately due and payable. If the Trustee fails to notify in writing the Corporation pursuant to the terms hereof, the Debentureholders having provided the written request to the Trustee may do so. If an Event of Default specified in clause (d) or (e) occurs, then the principal of (and premium, if any) together with accrued interest on all Outstanding Debentures shall immediately become due and payable without delivery of any Notice or other act on the part of either the Trustee of any Holder.

Events of Default and Enforcement. (a) If and when any one or more of the following events (each, herein called an “"Event of Default”") shall happen on or after and be continuing with respect to the date Debt Securities of this Indentureany series, namely: (i1) a default in payment of principal (and premium, if any) of any principal amount with respect to the Debentures, Debt Security of such series when the same becomes due and payabledue; (ii2) a default in payment of interest on any Debentures Debt Security of such series when due and payable and the continuance of such default for 10 30 days; (iii3) a default by in the Corporation in performing or observing deposit of any other covenants, agreements or obligations sinking fund payment on any Debt Security of the Corporation as described herein, such series when due and the continuance of such default for 30 days; (4) a default in performing or observing any of the covenants, agreements or other obligations of the Issuer or the Guarantor as described herein for 90 days after the earlier of the Corporation becoming aware of same and written notice to the Corporation Issuer or the Guarantor by the Trustee holders of not less than 25% in principal amount of Outstanding Debt Securities of such series requiring the same to be remedied; (iv5) a decree, judgment, or order by a court having jurisdiction in the premises shall have been entered adjudging the Corporation Issuer or the Guarantor a bankrupt or insolvent or approving as properly filed a petition seeking reorganization, readjustment, arrangement arrangement, composition or similar relief for the Corporation, Issuer or the Guarantor under the Bankruptcy and Insolvency Act (Canada), Companies’ Creditors Arrangement Act (Canada) or any other similar bankruptcy, insolvency or analogous other similar applicable law to include proceedings in desastre and/or the grant of a preliminary vesting order in saisie proceedings, in each case and such decree, judgment or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, administrator, controller receiver or liquidator or trustee or assignee in bankruptcy or insolvency of the Corporation Issuer or the Guarantor of a substantial part of its property, or for the winding up or liquidation of its affairs, shall have remained in force for a period of 30 60 consecutive days; or any substantial part of the property of the Issuer or the Guarantor shall be sequestered or attached and shall not be returned to the possession of the Issuer or the Guarantor or released from such attachment whether by filing of a bond, or stay or otherwise within 60 consecutive days thereafter; (v6) the Corporation Issuer or the Guarantor shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization, readjustment, arrangement, composition or similar relief under the Bankruptcy and Insolvency Act (Canada), Companies’ Creditors Arrangement Act (Canada) or any other similar bankruptcy, insolvency or analogous other similar applicable law or the Issuer or the Guarantor shall consent to the filing or of any such petition in each casepetition, or shall consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency for it or of a substantial part of its property, or shall make an assignment for the benefit of creditors, or shall be unable, or admit in writing its inability, to pay its debts generally as they become due, or corporate action shall be taken by the Corporation Issuer or the Guarantor in furtherance of any of the aforesaid actions; (vi7) if a resolution is passed the occurrence of an event of default as defined in any evidence of indebtedness for the winding-up or liquidation borrowed money of the Corporation except Issuer or the Guarantor exceeding on its face $100,000,000 in principal amount, whether such indebtedness now exists or shall hereafter be created, which results in such indebtedness becoming or being declared due and payable prior to the course date on which it would otherwise become due and payable and such acceleration shall not be rescinded or annulled within 10 days after written notice (i) specifying such default, (ii) requiring such defaulting entity to cause such acceleration to be rescinded or annulled, and (iii) stating that such notice is a "Notice of carrying out Default" thereunder, shall have been given to such defaulting entity by the Trustee or pursuant to a transaction in respect such defaulting entity and the Trustee by the trustee under any such lien, indenture or instrument, by the holder or holders of which any such indebtedness or by the conditions agent of Section 10.1 are duly observed and performedany such holder or holders; or (vii) if any judgment or court order for the payment of money in excess of $5,000,000 in the aggregate (or the equivalent amount in 8) any other currency) is rendered against the Corporation that is not discharged in accordance Event of Default provided with its terms or in respect of which such cash collateral or other security satisfactory to the Trustee in the amount Debt Securities of the judgment or court order has not been deposited with the Trustee to be set aside to pay such judgment or court orderthat series; then, and in each and every such case which has happened and is continuing (other than an Event of Default specified in clause (d) or (e) above)case, the Trustee may, in its discretion, and shall, upon or the written request Holders of the holders of, collectively, not less than 25% in principal amount of the Outstanding Debentures Debt Securities of such series at such time, time may declare the principal of (and premium, if any) together with accrued interest on on, all such Debentures Debt Securities of such series to be due and payable immediately, by a Notice notice in writing to the Corporation (Issuer and the Guarantor, and to the Trustee if given by the Holders), and upon any such declaration such principal amount (and premium, if any, ) together with accrued interest thereon, shall become immediately due and payable. If the Trustee fails to notify in writing the Corporation pursuant to the terms hereof, the Debentureholders having provided the written request to the Trustee may do so. If an Event of Default specified in clause (d) or (e) occurs, then the principal of (and premium, if any) together with accrued interest on all Outstanding Debentures shall immediately become due and payable without delivery of any Notice or other act on the part of either the Trustee of any Holder.

Events of Default and Enforcement. (a) If and when any one or more of the following events (each, herein called an “Event of Default”) shall happen on or after with respect to the date of this IndentureDebentures, namely: (i) a default in payment of any principal amount or any purchase price, or Change of Control Repurchase Price with respect to the Debentures, when the same becomes due and payable; (ii) a default in payment of interest (including any Additional Amounts) on any Debentures when due and payable and the continuance of such default for 10 ten (10) days; (iii) a default in the observance of the covenant contained in subsection 9.5(a) or 11.3(a) and the continuance of such default for five (5) Business Days; (iv) default in the delivery to any Holder when due of Common Shares and any cash payable upon conversion with respect to the Debentures, which default continues for three (3) Business Days; (v) a default by the Corporation Issuer or any Guarantor in performing or observing any of the other covenants, agreements or obligations of the Corporation Issuer or the Guarantor, as the case may be, as described herein, and the continuance of such default for 30 thirty (30) days after the earlier of the Corporation becoming aware of same and written notice to the Corporation Issuer by the Trustee or by the Holders of not less than 25% in principal amount of Outstanding Debentures requiring the same to be remedied; (ivvi) the failure to make a Change of Control Repayment Offer upon the occurrence of a Change of Control; (vii) a decree, judgment, or order by a court having jurisdiction in the premises shall have been entered adjudging the Corporation Issuer or any Guarantor bankrupt or insolvent or approving as properly filed a petition seeking reorganization, readjustment, arrangement arrangement, composition or similar relief for the CorporationIssuer or any Guarantor, under the Bankruptcy and Insolvency Act (Canada), Companies’ Creditors Arrangement Act (Canada) or any other similar bankruptcy, insolvency or analogous applicable law to include proceedings in desastre and/or the grant of a preliminary vesting order in saisie proceedings, in each case and such decree, judgment or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, administrator, controller receiver or liquidator or trustee or assignee in bankruptcy or insolvency of the Corporation Issuer or any Guarantor or of a substantial part of its property, or for the winding up or liquidation of its affairs, shall have remained in force for a period of 30 thirty (30) consecutive days; or any substantial part of the property of the Issuer or any Guarantor shall be sequestered or attached and shall not be returned to the possession of the Issuer or any Guarantor or released from such attachment, as the case may be, whether by filing of a bond, or stay or otherwise, within thirty (30) consecutive days thereafter; (vviii) the Corporation Issuer or any Guarantor shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization, readjustment, arrangement, composition or similar relief under the Bankruptcy and Insolvency Act (Canada), Companies’ Creditors Arrangement Act (Canada) or any other similar bankruptcy, insolvency or analogous applicable law or shall consent to the filing or of any such petition in each casepetition, or shall consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency for it or of a substantial part of its property, or shall make an assignment for the benefit of creditors, or shall be unable, or admit in writing its inability, to pay its debts generally as they become due, or corporate action shall be taken by the Corporation Issuer or any Guarantor in furtherance of any of the aforesaid actions; (viix) if a resolution is passed for the winding-up or liquidation of the Corporation Issuer or any Guarantor except in the course of carrying out or pursuant to a transaction in respect of which the conditions of Section 10.1 15.1 are duly observed and performed; or; (viix) any of the Guarantees shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of a Guarantor, shall deny or disaffirm its obligations under its Guarantee; and (xi) (A) if the Issuer or any judgment Guarantor is in default (as principal or court order for as guarantor or other surety) in the payment of money any principal of or premium or make-whole amount on any Indebtedness that is outstanding in excess an aggregate principal amount of more than $5,000,000 50,000,000 (or its equivalent in the relevant currency of payment) beyond any period of grace provided with respect thereto, or (B) if the Issuer or any Guarantor is in default in the performance of or compliance with any term of any evidence of any Indebtedness in an aggregate outstanding principal amount of more than $50,000,000 (or its equivalent in the equivalent amount in relevant currency of payment) or of any mortgage, indenture or other agreement relating thereto or any other currencycondition exists, and in each case as a consequence of such default or condition such Indebtedness has become or has been declared due and payable before its stated maturity or before its regularly schedule dates of payment, or (C) is rendered against as a consequence of the Corporation that is not discharged occurrence or continuation of any event or condition (other than the passage of time or the right of the holder of Indebtedness to convert such Indebtedness into equity interests), the Issuer or any Guarantor has become obligated to purchase or repay Indebtedness (including any Specified Senior Indebtedness) before its regular maturity or before its regularly scheduled dates of payment in accordance with an aggregate outstanding principal amount of more than $50,000,000 or its terms or in respect of which such cash collateral or other security satisfactory to the Trustee equivalent in the amount relevant currency of the judgment or court order has not been deposited with the Trustee to be set aside to pay such judgment or court orderpayment); then, and in each and every such case which has happened and is continuing (other than an Event of Default specified in clause (dvii) or (eviii) above), the Trustee may, in its discretion, and shall, upon the written request of the holders of, collectively, Holders of not less than 25% in principal amount of the Outstanding Debentures at such timetime (or, if there is a Global Debenture Outstanding, a written request of the Participants having received instructions from the Beneficial Holders holding at least 25% of the Outstanding Debentures), declare the principal of (and premium, if any) together with accrued interest on all such Debentures to be due and payable immediately, by a Notice in writing to the Corporation Issuer and to each Guarantor (and to the Trustee if given by the Holders), and upon any such declaration such principal amount and premium, if any, together with accrued interest thereon, shall become immediately due and payable. If the Trustee fails to notify in writing the Corporation Issuer pursuant to the terms hereof, the Debentureholders Holders having provided the written request to the Trustee may do so. If an Event of Default specified in clause (dvii) or (eviii) occursoccurs and is continuing, then the principal of (and premium, if any) together with accrued interest on all Outstanding Debentures shall immediately become due and payable without delivery of any Notice declaration or other act on the part of either the Trustee of any Holder. For greater certainty, principal and premium shall include the Change in Control Repurchase Price if owing under Section 3.2 or if the Event of Default upon which the Debentures are accelerated is a breach of Section 3.2.

Events of Default and Enforcement. (a1) If and when any one or more of the following events (each, herein called an “Event of Default”) shall happen on or after the date of this Indenture, namely: (ia) a default in payment of any principal amount or Change of Control Repurchase Price with respect to the Debentures, when the same becomes due and payable; (iib) a default in payment of interest (whether in cash or by delivery of Common Shares) on any Debentures when due and payable and the continuance of such default for 10 days; (iiic) a default by the Corporation or any Guarantor in performing or observing any of other covenants, agreements or obligations of the Corporation or any Guarantor, as the case may be, as described hereinherein or the Security Documents, and the continuance of such default for 30 days after the earlier of the Corporation becoming aware of same and written notice to the Corporation by the Trustee or by the Holders of not less than 25% in principal amount of Outstanding Debentures requiring the same to be remedied; (ivd) the failure to make a Change of Control Offer upon the occurrence of a Change of Control; (e) a decree, judgment, or order by a court having jurisdiction in the premises shall have been entered adjudging the Corporation or any Guarantor bankrupt or insolvent or approving as properly filed a petition seeking reorganization, readjustment, arrangement composition or similar relief for the CorporationCorporation or any Guarantor, under the Bankruptcy and Insolvency Act (Canada), Companies’ Creditors Arrangement Act (Canada) or any other similar bankruptcy, insolvency or analogous applicable law to include proceedings in desastre and/or the grant of a preliminary vesting order in saisie proceedings, in each case and such decree, judgment or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, administrator, controller or trustee or assignee in bankruptcy or insolvency of the Corporation or any Guarantor or of a substantial part of its property, or for the winding up or liquidation of its affairs, shall have remained in force for a period of 30 consecutive days; (vf) the Corporation or any Guarantor shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization, readjustment, arrangement, composition or similar relief under the Bankruptcy and Insolvency Act (Canada), Companies’ Creditors Arrangement Act (Canada) or any other similar bankruptcy, insolvency or analogous applicable law or shall consent to the filing or any such petition in each case, or shall consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency for it or of a substantial part of its property, or shall make an assignment for the benefit of creditors, or shall be unable, or admit in writing its inability, to pay its debts generally as they become due, or corporate action shall be taken by the Corporation or any Guarantor in furtherance of any of the aforesaid actions; (vig) if a resolution is passed for the winding-up or liquidation of the Corporation or any Guarantor except in the course of carrying out or pursuant to a transaction in respect of which the conditions of Section 10.1 13.1 are duly observed and performed; or; (viih) if the Corporation or any Guarantor fails to pay the principal of, or premium or interest on, any of its Indebtedness (excluding Indebtedness under this Security Document) which is outstanding in an aggregate principal amount exceeding $1,000,000 (or the equivalent amount in any other currency) when such amount becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure continues after the applicable grace period, if any, specified in the agreement or instrument relating to the Indebtedness or any other event occurs or condition exists and continues after the applicable grace period, if any, specified in any agreement or instrument relating to any such Indebtedness, if its effect is to accelerate, or cause the acceleration of the Indebtedness; or any such Indebtedness is declared to be due and payable prior to its stated maturity; (i) if any judgment or court order for the payment of money in excess of $5,000,000 500,000 in the aggregate (or the equivalent amount in any other currency) is rendered against the Corporation or any Guarantor that is not discharged in accordance with its terms or in respect of which such cash collateral or other security satisfactory to the Trustee in the amount of the judgment or court order has not been deposited with the Trustee to be set aside to pay such judgment or court order; (j) if the Corporation or a Guarantor creates or permits to exist any Lien over any of its property or assets, other than a Permitted Lien, and such Lien is not discharged within 30 days of the Corporation or Guarantor becoming aware of it; or (k) if, any one or more of the Security Documents, ceases to constitute a valid and perfected first priority charge or secured interest, subject to Permitted Liens, upon all of the property it purports to charge or encumber in favour of the Trustee for and on behalf of the holders of the Debentures, then, and in each and every such case which has happened and is continuing (other than an Event of Default specified in clause (de) or (ef) above), the Trustee may, in its discretion, and shall, upon the written request of the holders of, collectively, Holders of not less than 25% in principal amount of the Outstanding Debentures at such time, declare the principal of (and premium, if any) together with accrued interest on all such Debentures to be due and payable immediately, by a Notice in writing to the Corporation and to each Guarantor (and to the Trustee if given by the Holders), and upon any such declaration such principal amount and premium, if any, together with accrued interest thereon, shall become immediately due and payable. If the Trustee fails to notify in writing the Corporation pursuant to the terms hereof, the Debentureholders having provided the written request to the Trustee may do so. If an Event of Default specified in clause (de) or (ef) occurs, then the principal of (and premium, if any) together with accrued interest on all Outstanding Debentures shall immediately become due and payable without delivery of any Notice or other act on the part of either the Trustee of any Holder. (2) Notwithstanding any other provision herein, neither a breach of covenants related to incurrence of debt and the imposition of security under the terms of the Existing Debentures, nor an event of default under the Existing Debentures, shall be an Event of Default under this Indenture.

Events of Default and Enforcement. (a) If and when any one or more of the following events (each, herein called an “Event of Default”) shall happen on or after with respect to the date of this IndentureDebentures, namely: (i) a default in payment of any principal amount or any purchase price, or Change of Control Repurchase Price with respect to the Debentures, when the same becomes due and payable; (ii) a default in payment of interest (including any Additional Amounts) on any Debentures when due and payable and the continuance of such default for 10 ten (10) days; (iii) a default in the observance of the covenant contained in subsection 9.5(a) or 11.3 and the continuance of such default for five (5) Business Days; (iv) default in the delivery to any Holder when due of Common Shares and any cash payable upon conversion with respect to the Debentures, which default continues for three (3) Business Days; (v) a default by the Corporation Issuer or any Guarantor in performing or observing any of the other covenants, agreements or obligations of the Corporation Issuer or the Guarantor, as the case may be, as described herein, and the continuance of such default for 30 thirty (30) days after the earlier of the Corporation becoming aware of same and written notice to the Corporation Issuer by the Trustee Holders of not less than 25% in principal amount of Outstanding Debentures requiring the same to be remedied; (ivvi) the failure to make a Change of Control Repayment Offer upon the occurrence of a Change of Control; (vii) a decree, judgment, or order by a court having jurisdiction in the premises shall have been entered adjudging the Corporation Issuer or any Guarantor bankrupt or insolvent or approving as properly filed a petition seeking reorganization, readjustment, arrangement arrangement, composition or similar relief for the CorporationIssuer or any Guarantor, under the Bankruptcy and Insolvency Act (Canada), Companies’ Creditors Arrangement Act (Canada) or any other similar bankruptcy, insolvency or analogous applicable law to include proceedings in desastre and/or the grant of a preliminary vesting order in saisie proceedings, in each case and such decree, judgment or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, administrator, controller receiver or liquidator or trustee or assignee in bankruptcy or insolvency of the Corporation Issuer or any Guarantor or of a substantial part of its property, or for the winding up or liquidation of its affairs, shall have remained in force for a period of 30 thirty (30) consecutive days; or any substantial part of the property of the Issuer or any Guarantor shall be sequestered or attached and shall not be returned to the possession of the Issuer or any Guarantor or released from such attachment, as the case may be, whether by filing of a bond, or stay or otherwise, within thirty (30) consecutive days thereafter; (vviii) the Corporation Issuer or any Guarantor shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization, readjustment, arrangement, composition or similar relief under the Bankruptcy and Insolvency Act (Canada), Companies’ Creditors Arrangement Act (Canada) or any other similar bankruptcy, insolvency or analogous applicable law or shall consent to the filing or of any such petition in each casepetition, or shall consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency for it or of a substantial part of its property, or shall make an assignment for the benefit of creditors, or shall be unable, or admit in writing its inability, to pay its debts generally as they become due, or corporate action shall be taken by the Corporation Issuer or any Guarantor in furtherance of any of the aforesaid actions; (viix) if a resolution is passed for the winding-up or liquidation of the Corporation Issuer or any Guarantor except in the course of carrying out or pursuant to a transaction in respect of which the conditions of Section 10.1 section 15.1 are duly observed and performed; or; (viix) any of the Guarantees shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of a Guarantor, shall deny or disaffirm its obligations under its Guarantee; and (xi) (A) if the Issuer or any judgment Guarantor is in default (as principal or court order for as guarantor or other surety) in the payment of money any principal of or premium or make-whole amount on any Indebtedness that is outstanding in an aggregate principal amount of more than $50,000,000 (or its equivalent in the relevant currency of payment) beyond any period of grace provided with respect thereto, or (B) if the Issuer or any Guarantor is in default in the performance of or compliance with any term of any evidence of any Indebtedness in an aggregate outstanding principal amount of more than $50,000,000 (or its equivalent in the relevant currency of payment) or of any mortgage, indenture or other agreement relating thereto or any other condition exists, and in each case as a consequence of such default or condition such Indebtedness has become or has been declared due and payable before its stated maturity or before its regularly schedule dates of payment, or (C) as a consequence of the occurrence or continuation of any event or condition (other than (a) the passage of time or (b) the right of the holder of Indebtedness to convert such Indebtedness into equity interests or (c) any mandatory prepayment provisions in an agreement governing Indebtedness unless such provisions also require the permanent prepayment of all Indebtedness then outstanding and, if applicable, the permanent cancellation of all other amounts available to be borrowed under such agreement), the Issuer or any Guarantor has become obligated to purchase or repay Indebtedness (including any Specified Senior Indebtedness but excluding the Debentures) before its regular maturity or before its regularly scheduled dates of payment in an aggregate outstanding principal amount of more than $50,000,000 (or its equivalent in the relevant currency of payment); and (xii) failure by the Issuer or any of its Subsidiaries to pay final judgments aggregating in excess of an amount greater than $5,000,000 50,000,000 in the aggregate cash (or the equivalent amount in net of any other currencyamounts for which an insurance company is liable) is rendered against the Corporation that is Issuer or any of its Subsidiaries by a court of competent jurisdiction, which judgments are not paid, discharged in accordance with its terms or in respect stayed for a period of which 30 days after such cash collateral or other security satisfactory to the Trustee in the amount of the judgment or court order has not been deposited with the Trustee to be set aside to pay such judgment or court order; judgments become final and non-appealable. then, and in each and every such case which has happened and is continuing (other than an Event of Default specified in clause (dvii) or (eviii) above), the Trustee may, in its discretion, and shall, upon the written request Holders of the holders of, collectively, not less than 25% in principal amount of the Outstanding Debentures at such time, may declare the principal of (and premium, if any) together with accrued interest on all such Debentures to be due and payable immediately, by a Notice in writing to the Corporation (Issuer and to the Trustee if given by the Holders)each Guarantor, and upon any such declaration such principal amount and premium, if any, together with accrued interest thereon, shall become immediately due and payable. If the Trustee fails to notify in writing the Corporation pursuant to the terms hereof, the Debentureholders having provided the written request to the Trustee may do so. If an Event of Default specified in clause (dvii) or (eviii) occursoccurs and is continuing, then the principal of (and premium, if any) together with accrued interest on all Outstanding Debentures shall immediately become due and payable without delivery of any Notice declaration or other act on the part of either the Trustee of any Holder. For greater certainty, principal and premium shall include the Change in Control Repurchase Price if owing under section 3.2, or if the Event of Default upon which the Debentures are accelerated is a breach of section 3.2.

Events of Default and Enforcement. (a) If and when any one or more of the following events (each, herein called an “Event of Default”) shall happen on or after with respect to the date of this IndentureDebentures, namely: (ia) a default in payment of principal (and premium, if any) on any principal amount with respect Debentures when due, and for greater certainty this shall include a default in payment when due of the purchase price under an Offer to the Debentures, when the same becomes due and payablePurchase; (iib) a default in payment of interest (including any Additional Amounts) on any Debentures when due and payable and the continuance of such default for 10 30 days; (iiic) a default by in the Corporation observance of the covenant contained in subsection 8.5.1 and the continuance of such default for 10 Business Days; (d) a material default in performing or observing any of the other covenants, agreements or obligations of the Corporation Company as described herein, herein and the continuance of such default for 30 60 days after the earlier of the Corporation becoming aware of same and written notice to the Corporation Company by the Indenture Trustee or by the Holders of not less than 25% in principal amount of Outstanding Debentures requiring the same to be remedied, or such longer period of time as the Indenture Trustee (having regard to the subject matter of neglect or non-observance) shall agree to; (ive) the failure to make an Offer to Purchase upon a Change of Control; (f) the failure by the Company to convert, in accordance with the provisions set forth in this Indenture, any of the Debentures into Common Shares following the exercise of a Holder’s conversion right under Article 4, where such failure continues for five Business Days or more from the date on which certificates representing the Common Shares issuable on such conversion were due to be delivered in accordance with the provisions set forth in this Indenture; (g) a decree, judgment, or order by a court having jurisdiction in the premises shall have been entered adjudging the Corporation Company bankrupt or insolvent or approving as properly filed a petition seeking reorganization, readjustment, arrangement arrangement, composition or similar relief for the CorporationCompany, under the Bankruptcy and Insolvency Act (Canada), Companies’ Creditors Arrangement Act (Canada) or any other similar bankruptcy, insolvency or analogous applicable law to include proceedings in desastre and/or Applicable Law of Canada or any province thereof or of the grant of a preliminary vesting order in saisie proceedingsUnited States, in each case and such decree, judgment or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, administrator, controller receiver or liquidator or trustee or assignee in bankruptcy or insolvency of the Corporation Company or of a substantial part of its property, or for the winding up or liquidation of its affairs, shall have remained in force for a period of 30 consecutive days;; or any substantial part of the property of the Company shall be sequestered or attached and shall not be returned to the possession of the Company or released from such attachment, as the case may be, whether by filing of a bond, or stay or otherwise, within 30 consecutive days thereafter; and (vh) the Corporation Company shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization, readjustment, arrangement, composition or similar relief under the Bankruptcy and Insolvency Act (Canada), Companies’ Creditors Arrangement Act (Canada) or any other similar bankruptcy, insolvency or analogous applicable law Applicable Law of Canada or any province thereof or of the United States or shall consent to the filing or of any such petition in each casepetition, or shall consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency for it or of a substantial part of its property, or shall make an assignment for the benefit of creditors, or shall be unable, or admit in writing its inability, to pay its debts generally as they become due, or corporate action shall be taken by the Corporation Company in furtherance of any of the aforesaid actions; (vi) if a resolution is passed for the winding-up or liquidation of the Corporation except in the course of carrying out or pursuant to a transaction in respect of which the conditions of Section 10.1 are duly observed and performed; or (vii) if any judgment or court order for the payment of money in excess of $5,000,000 in the aggregate (or the equivalent amount in any other currency) is rendered against the Corporation that is not discharged in accordance with its terms or in respect of which such cash collateral or other security satisfactory to the Trustee in the amount of the judgment or court order has not been deposited with the Trustee to be set aside to pay such judgment or court order; then, and in each and every such case which has happened and is continuing (other than an Event of Default specified in clause (d) or (e) above)continuing, the Indenture Trustee may, in its discretion, and shall, upon the written request of the holders of, collectively, Holders of not less than 2550% in principal amount of the Outstanding Debentures at such timetime (or, if there is a Global Debenture Outstanding, a written request of the Participants having received instructions from the Beneficial Holders holding at least 50% of the Outstanding Debentures), declare the principal of (and premium, if any) together with accrued interest on all such Debentures to be due and payable immediately, by a Notice in writing to the Corporation Company (and to the Indenture Trustee if given by the Holders), and upon any such declaration such principal amount and premium, if any, together with accrued interest thereon, shall become immediately due and payable. If the Indenture Trustee fails to notify the Company in writing the Corporation pursuant to the terms hereof, the Debentureholders Holders of Debentures having provided the written request to the Trustee Indenture Trustee, may do so. If an Event of Default specified in clause (d) or (e) occurs, then the principal of (and premium, if any) together with accrued interest on all Outstanding Debentures shall immediately become due and payable without delivery of any Notice or other act on the part of either the Trustee of any Holder.

Events of Default and Enforcement. (a) 11.1.1 If and when any one or more of the following events (each, herein called an “Event of Default”) shall happen on or after with respect to the date of this IndentureDebentures, namely: (ia) a default in payment of principal (and premium, if any) on any principal amount with respect to the Debentures, Debentures when the same becomes due and payabledue; (iib) a default in payment of interest on any Debentures when due and payable and the continuance of such default for 10 30 days; (iiic) a default by in the Corporation observance of the covenant contained in subsection 10.6.1 and the continuance of such default for 10 Business Days; (d) a material default in performing or observing any of the other covenants, agreements or obligations of the Corporation Company as described herein, herein and the continuance of such default for 30 60 days after the earlier of the Corporation becoming aware of same and written notice to the Corporation Company by the Indenture Trustee or by the Holders of not less than 25% in principal amount of Outstanding Debentures requiring the same to be remedied, or such longer period of time as the Indenture Trustee (having regard to the subject matter of neglect or non-observance) shall agree to; (ive) the failure to make an Offer to Purchase upon a Change of Control; (f) a decree, judgmentjudgement, or order by a court having jurisdiction in the premises shall have been entered adjudging the Corporation Company bankrupt or insolvent or approving as properly filed a petition seeking reorganization, readjustment, arrangement arrangement, composition or similar relief for the CorporationCompany, under the Bankruptcy and Insolvency Act (Canada), Companies’ Creditors Arrangement Act (Canada) or any other similar bankruptcy, insolvency or analogous applicable law to include proceedings in desastre and/or the grant of a preliminary vesting order in saisie proceedingsCanada or any province thereof, in each case and such decree, judgment judgement or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, administrator, controller receiver or liquidator or trustee or assignee in bankruptcy or insolvency of the Corporation Company or of a substantial part of its property, or for the winding up or liquidation of its affairs, shall have remained in force for a period of 30 consecutive days; or any substantial part of the property of the Company shall be sequestered or attached and shall not be returned to the possession of the Company or released from such attachment, as the case may be, whether by filing of a bond, or stay or otherwise, within 30 consecutive days thereafter; (vg) the Corporation Company shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization, readjustment, arrangement, composition or similar relief under the Bankruptcy and Insolvency Act (Canada), Companies’ Creditors Arrangement Act (Canada) or any other similar bankruptcy, insolvency or analogous applicable law of Canada or any province thereof or shall consent to the filing or of any such petition in each casepetition, or shall consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency for it or of a substantial part of its property, or shall make an assignment for the benefit of creditors, or shall be unable, or admit in writing its inability, to pay its debts generally as they become due, or corporate action shall be taken by the Corporation Company in furtherance of any of the aforesaid actions; (vi) if a resolution is passed for the winding-up or liquidation of the Corporation except in the course of carrying out or pursuant to a transaction in respect of which the conditions of Section 10.1 are duly observed and performed; or (viih) if a default under the terms of any judgment Senior Indebtedness of the Company, whether such debt now exists or court order for shall hereafter be created, which default results in such debt being declared due and payable prior to the payment of money in excess of $5,000,000 in the aggregate (date on which it would otherwise become or the equivalent amount in any other currency) is rendered against the Corporation that be due and payable and such acceleration is not discharged rescinded or annulled within 10 days after the date of such acceleration unless the Company shall, in accordance with its terms good faith, be contesting such acceleration or in respect of which unless such cash collateral default is cured or other security satisfactory waived pursuant to the Trustee in the amount terms of the judgment or court order has not been deposited with the Trustee to be set aside to pay such judgment or court orderSenior Indebtedness; then, and in each and every such case which has happened and is continuing (other than an Event of Default specified in clause (d) or (e) above)continuing, the Indenture Trustee may, in its discretion, and shall, upon the written request of the holders of, collectively, Holders of not less than 2550% in principal amount of the Outstanding Debentures at such timetime (or, if there is a Global Debenture Outstanding, a written request of the Participants having received instructions from the Beneficial Holders holding at least 50% of the Outstanding Debentures), declare the principal of (and premium, if any) together with accrued interest on all such Debentures to be due and payable immediately, by a Notice in writing to the Corporation Company (and to the Indenture Trustee if given by the Holders), and upon any such declaration such principal amount and premium, if any, together with accrued interest thereon, shall become immediately due and payable. If the Indenture Trustee fails to notify in writing the Corporation Company pursuant to the terms hereof, the Debentureholders Holders of Debentures having provided the written request to the Indenture Trustee may do so. If an Event of Default specified in clause (d) or (e) occurs, then the principal of (and premium, if any) together with accrued interest on all Outstanding Debentures shall immediately become due and payable without delivery of any Notice or other act on the part of either the Trustee of any Holder.