Common use of Form and Terms of Debentures Clause in Contracts

Form and Terms of Debentures. (1) The Debentures authorized for issue under this Indenture are limited to an aggregate principal amount of up to $150,000,000 and shall be designated as “5.00% Convertible Senior Unsecured Debentures”. The Debentures shall be in the form provided for in Schedule A hereto. For the avoidance of doubt, it is acknowledged and agreed that the Debentures (including, for greater certainty, the Initial Tranche and, if issued, the Second Tranche) shall constitute one and the same series and the Debentures shall be the only debentures issued under or pursuant to this Indenture. (2) An aggregate principal amount of $100,000,000 of the Debentures shall be issued by the Corporation to the Investor, or as otherwise directed by the Investor in writing, on the Closing Date (the “Initial Tranche”). (3) On the second Business Day following the date, that occurs on or after the Trigger Date and prior to the Second Closing Deadline, on which all of the Second Tranche Conditions have been satisfied, an aggregate principal amount of $50,000,000 of the Debentures shall be issued by the Corporation to the Investor, or as otherwise directed by the Investor in writing (the “Second Tranche”) (if requested by the Trustee, all such conditions to be confirmed by the Corporation to the Trustee by way of an Officer’s Certificate) (such closing the “Second Closing” and such date, the “Second Closing Date”). (4) For greater certainty, the Investor may at any time prior to the Second Closing Deadline irrevocably waive in writing the VWAP Condition and/or the Event of Default Condition, whereupon any such waived condition(s) shall not apply for purposes of this Indenture, including for purposes of the definition of “Second Tranche Conditions”. (5) During the period from the Trigger Date until the earlier to occur of the Second Closing and the Second Closing Deadline, the Corporation will immediately notify the Investor in writing from time to time: (i) if the Registration Statement Condition is satisfied, and if previously satisfied, ceases to be satisfied, and thereafter is satisfied, and so on; and (ii) if an Event of Default occurs. (6) For greater certainty, in the event that the Second Tranche Conditions are not satisfied (or with respect to the VWAP Condition and/or the Event of Default Condition, waived in accordance with Section 2.5(4)) prior to the Second Closing Deadline, then the Second Closing shall not occur. (7) The Debentures shall mature on February 28, 2028 (the “Maturity Date” for the Debentures). (8) The Debentures shall bear interest from the date of issuance of such Debentures at the rate of 5.00% per annum (based on a year of 365 or 366 days, as the case may be), payable after as well as before default, with interest on amounts in default at the same rate, in each case, in Common Shares on the Principal Converted on each Interest Payment Date in accordance with Section 6.4. For certainty, the first interest payment will include interest accrued on the applicable Principal Converted from and including the date of issuance of the applicable Debentures to, but excluding, the first Interest Payment Date. Any subsequent interest payment will include interest accrued on the applicable Principal Converted from and including the date of issuance of the applicable Debentures to, but excluding, such subsequent Interest Payment Date. Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day. The record date for the payment of interest payable on the Debentures will be the applicable Interest Payment Date. Any and all interest payable under this Indenture or any Debenture shall be paid in Common Shares, and for greater certainty, in no event shall any cash payment or any other property of the Corporation be payable by the Corporation to the Debentureholders in connection with, or as a result of, the issuance, conversion or repayment of the Debentures. (9) The Debentures shall be subordinated to all existing and future Secured Indebtedness of the Corporation in accordance with the provisions of Article 5. Each Debenture will rank pari passu with each other Debenture (regardless of their actual date or terms of issue) and, subject to statutory preferred exceptions, with all other present and future senior unsecured obligations or indebtedness of the Corporation. (10) Upon and subject to the provisions and conditions of Article 6 and Section 3.7, the holder of each Debenture shall have the right at such holder’s option, at any time prior to the close of business on the earlier of (i) the Business Day immediately preceding the Maturity Date of the Debentures; or (ii) if subject to conversion pursuant to a Change of Control, on the Business Day immediately preceding the Change of Control Purchase Date, subject to the satisfaction of certain conditions, by notice to the holders of Debentures in accordance with Section 2.5(12)(a) (the earlier of which will be the “Time of Expiry” for the purposes of Article 6 in respect of the Debentures), to convert any part, being $1,000 or an integral multiple of $1,000 thereof, of the principal amount of an Debenture plus any accrued and unpaid interest thereon into Common Shares at the Conversion Price in effect on the applicable Date of Conversion. No adjustment in the number of Common Shares to be issued upon conversion of the Debentures will be made for dividends or distributions on Common Shares issuable upon conversion of the Debentures. No fractional Common Shares will be issued upon conversion of the Debentures and where the aggregate number of Common Shares to be so issued to a Debentureholder would result in a fraction of a Common Share being issuable, the number of Common Shares to be received by such holder shall be rounded down to the nearest whole Common Share. The Conversion Price applicable to, and the Common Shares receivable on the conversion of, the Debentures is subject to adjustment pursuant to the provisions of Section 6.5. Holders converting their Debentures will receive the applicable number of Common Shares due on account of the principal and all accrued and unpaid interest (subject to Section 7.10) in respect of the Debentures surrendered for conversion up to but excluding the Date of Conversion from, and including, the date of issuance of such Debentures. (11) The Debentures shall be issued in denominations of $1,000 and integral multiples of $1,000 thereof. Each Debenture and the certificate of the Trustee endorsed thereon shall be issued in substantially the form set out in Schedule A, with such insertions, omissions, substitutions or other variations as shall be required or permitted by this Indenture, and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform with general usage, all as may be determined by the Board of Directors executing such Debenture in accordance with Section 2.8 hereof, as conclusively evidenced by their execution of a Debenture. Each Debenture shall additionally bear such distinguishing letters and numbers as the Trustee shall approve. Notwithstanding the foregoing, a Debenture may be in such other form or forms as may, from time to time, be, approved by a resolution of the Board of Directors, or as specified in an Officer’s Certificate or in an indenture supplemental hereto, in each case, in accordance herewith. The Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another. The Debentures shall be issued in the form of one or more Debenture Certificates and/or as Uncertificated Debentures. (12) Within 30 days following the occurrence of a Change of Control, and subject to the provisions and conditions of this subsection 2.5(12), the Corporation shall be obligated to offer to convert all of the Debentures then outstanding including all accrued but unpaid interest thereon. The terms and conditions of such obligation are set forth below: (a) Within 30 days following the occurrence of a Change of Control, the Corporation shall deliver to the Trustee, and the Trustee shall promptly deliver to the holders of the Debentures, a notice stating that there has been a Change of Control and specifying the date on which such Change of Control occurred and the circumstances or events giving rise to such Change of Control together with an offer to each holder of the Debentures in writing to convert all of the 18 INDENTURE Debentures then outstanding at no less than 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to but excluding the Change of Control Purchase Date (the “Offer Price”) in such number of Common Shares as is equal to the Offer Price divided by the Conversion Price as of the Change of Control Purchase Date (the “Change of Control Offer”). The Change of Control Offer shall specify the date (the “Expiry Date”) and time (the “Expiry Time”) on which the Change of Control Offer shall expire, which date and time shall not, unless otherwise required by Applicable Securities Legislation, be earlier than the close of business on the 35th day and not later than the close of business on the 60th day following the date on which such notice of the Change of Control Offer is delivered to the Trustee. The Change of Control Offer shall specify that the Change of Control Offer may be accepted by the holders of the Debentures by tendering the Debentures so held by them to the Trustee at its principal office in Vancouver, British Columbia at or before the Expiry Time together with an acceptance notice in form and substance acceptable to the Corporation and the Trustee, each acting reasonably. The Change of Control Offer shall specify a date (the “Change of Control Purchase Date”) no later than the tenth Business Day following the Expiry Date on which the Corporation shall convert all Debentures duly tendered in acceptance of the Change of Control Offer in exchange for Common Shares at the Conversion Price as of the Change of Control Purchase Date. (b) The Corporation shall, on or before 11:00 a.m. (Toronto time) on the Change of Control Purchase Date, deposit with the Trustee or any paying agent to the order of the Trustee, such number of Common Shares as is sufficient to pay the Offer Price of the Debentures to be converted by the Corporation on the Change of Control Purchase Date (subject to Section 7.10). The Corporation shall also deposit with the Trustee a sum of money sufficient to pay any reasonable and duly documented charges or expenses which may be incurred by the Trustee in connection with such conversion. Every such deposit shall be irrevocable. From the Common Shares so deposited, the Trustee shall pay or cause to be paid to the holders of such Debentures, the Offer Price to which they are entitled (subject to Section 7.10) on the conversion. (c) In the event that one or more of such Debentures being converted in accordance with this subsection 2.5(12) becomes subject to conversion in part only, upon surrender of such Debentures for payment of the Offer Price, the Corporation shall execute and the Trustee shall certify and deliver without charge to the holder thereof or upon the holder’s order, one or more new Debentures for the portion of the principal amount of the Debentures not converted. (d) Debentures for which holders have accepted the Change of Control Offer and Debentures which the Corporation has elected to convert in accordance with this subsection 2.5(12) shall become due and payable at the Offer Price on the Change of Control Purchase Date, in the same manner and with the same effect

Form and Terms of Debentures. (1) The Debentures authorized for issue under this Indenture are limited to an aggregate principal amount of up to $150,000,000 and shall be designated as “5.00% Convertible Senior Unsecured Debentures”. The Debentures shall be in the form provided for in Schedule A hereto. For the avoidance of doubt, it is acknowledged and agreed that the Debentures (including, for greater certainty, the Initial Tranche and, if issued, the Second Tranche) shall constitute one and the same series and the Debentures shall be the only debentures issued under or pursuant to this Indenture. (2) An aggregate principal amount of $100,000,000 of the Debentures shall be issued by the Corporation to the Investor, or as otherwise directed by the Investor in writing, on the Closing Date (the “Initial Tranche”). (3) On the second Business Day following the date, that occurs on or after the Trigger Date and prior to the Second Closing Deadline, on which all of the Second Tranche Conditions have been satisfied, an aggregate principal amount of $50,000,000 of the Debentures shall be issued by the Corporation to the Investor, or as otherwise directed by the Investor in writing (the “Second Tranche”) (if requested by the Trustee, all such conditions to be confirmed by the Corporation to the Trustee by way of an Officer’s Certificate) (such closing the “Second Closing” and such date, the “Second Closing Date”). (4) For greater certainty, the Investor may at any time prior to the Second Closing Deadline irrevocably waive in writing the VWAP Condition and/or the Event of Default Condition, whereupon any such waived condition(s) shall not apply for purposes of this Indenture, including for purposes of the definition of “Second Tranche Conditions”. (5) During the period from the Trigger Date until the earlier to occur of the Second Closing and the Second Closing Deadline, the Corporation will immediately notify the Investor in writing from time to time: (i) if the Registration Statement Condition is satisfied, and if previously satisfied, ceases to be satisfied, and thereafter is satisfied, and so on; and (ii) if an Event of Default occurs. (6) For greater certainty, in the event that the Second Tranche Conditions are not satisfied (or with respect to the VWAP Condition and/or the Event of Default Condition, waived in accordance with Section 2.5(4)) prior to the Second Closing Deadline, then the Second Closing shall not occur. (7) The Debentures shall mature on February 28, 2028 (the “Maturity Date” for the Debentures). (8) The Debentures shall bear interest from the date of issuance of such Debentures and including • , 2006 at the rate of 5.005% per annum (based on a year of 365 or 366 days, as the case may be), payable after as well as before defaultmaturity, default and judgment, with interest on amounts in default overdue interest at the same said rate), except that interest will accrue on any additional Debentures issued by the Corporation in each case, in Common Shares payment of interest on the Principal Converted on each Interest Payment Date in accordance with Section 6.4. For certainty, the first interest payment will include interest accrued on the applicable Principal Converted additional Debentures as provided for herein from and including the date of issuance the issue of the applicable Debentures tosuch additional Debentures, but excluding, the first payable in equal semi-annual instalments in arrears on each Interest Payment Date. Any subsequent interest payment , and will include interest accrued mature on the applicable Principal Converted from and including the date of issuance of the applicable Debentures to, but excluding, such subsequent Interest Payment Maturity Date. Any payment required Subject to be made on any day that is not a Business Day will be made on the next succeeding Business Day. The record date for the payment of interest payable on the Debentures will be the applicable Interest Payment Date. Any and all interest payable under this Indenture early redemption, repurchase or any Debenture shall be paid in Common Shares, and for greater certainty, in no event shall any cash payment or any other property of the Corporation be payable by the Corporation to the Debentureholders in connection with, or as a result of, the issuance, conversion or repayment of the Debentures. (9) The Debentures shall be subordinated to all existing and future Secured Indebtedness of the Corporation in accordance with the provisions of Article 5. Each Debenture will rank pari passu with each other Debenture (regardless of their actual date or terms of issue) and, subject to statutory preferred exceptions, with all other present and future senior unsecured obligations or indebtedness of the Corporation. (10) Upon and subject to the provisions and conditions of Article 6 and Section 3.7, the holder of each Debenture shall have the right at such holder’s option, at any time prior to the close of business on the earlier of (i) the Business Day immediately preceding the Maturity Date of the Debentures; or (ii) if subject to conversion pursuant to a Change of Controlthe terms hereof and Section 4.02, on the Business Day immediately preceding the Change of Control Purchase Date, subject to the satisfaction of certain conditions, by notice to the holders of Debentures in accordance with Section 2.5(12)(a) (the earlier of which will be the “Time of Expiry” for the purposes of Article 6 in respect of the Debentures), to convert any part, being $1,000 or an integral multiple of $1,000 thereof, of the principal amount of an Debenture plus any accrued and unpaid interest thereon into Common Shares at the Conversion Price in effect on the applicable Date of Conversion. No adjustment in the number of Common Shares to be issued upon conversion of the Debentures will be made for dividends or distributions payable on Common Shares issuable upon conversion the Maturity Date in lawful money of Canada against surrender thereof by the Holder at any of the Debenturesplaces at which a register is maintained pursuant to Section 2.10 or at such place or places as may be designated by the Corporation for that purpose. No fractional Common Shares The Debentures will be issued upon conversion of the Debentures and where the aggregate number of Common Shares to be so issued to a Debentureholder would result in a fraction of a Common Share being issuableas fully registered Debentures, the number of Common Shares to be received by such holder shall be rounded down to the nearest whole Common Share. The Conversion Price applicable towithout coupons, and the Common Shares receivable on the conversion of, the Debentures is subject to adjustment pursuant to the provisions of Section 6.5. Holders converting their Debentures will receive the applicable number of Common Shares due on account of the principal and all accrued and unpaid interest (subject to Section 7.10) in respect of the Debentures surrendered for conversion up to but excluding the Date of Conversion from, and including, the date of issuance of such Debentures. (11) The Debentures shall be issued in denominations of $1,000 and integral multiples of $1,000 thereof. Each Debenture and the certificate (except with respect to additional Debentures issued in lieu of the Trustee endorsed thereon shall cash payments of interest, which additional Debentures may be issued in any denomination), will be redeemable as provided for in Article 3 and will be convertible as provided for in Article 4. The Debentures will be issuable as one or more global debentures (the “Global Debentures”) held by, or on behalf of, CDS, as depository, for its Participants and registered in the name of CDS or its nominee. The Debentures will be substantially in the form set out in Schedule A, A hereto with such insertions, omissions, substitutions or other variations as shall be required or permitted by this Indenture, and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, changes as may be reasonably required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform with general usage, all as may be determined by the Board of Directors executing such Debenture in accordance with Section 2.8 hereof, as conclusively evidenced by their execution of a Debenture. Each Debenture shall additionally bear such distinguishing letters CDS and numbers as the Trustee shall approve. Notwithstanding the foregoing, a Debenture may be in such other form or forms as may, from time to time, be, approved by a resolution of the Board of Directors, or as specified in an Officer’s Certificate or in an indenture supplemental hereto, in each case, in accordance herewith. The Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another. The Debentures shall be issued in the form of one or more Debenture Certificates and/or as Uncertificated Debentures. (12) Within 30 days following the occurrence of a Change of Control, and subject to the provisions and conditions of this subsection 2.5(12), the Corporation shall be obligated to offer to convert all of the Debentures then outstanding including all accrued but unpaid interest thereon. The terms and conditions of such obligation which are set forth below: (a) Within 30 days following the occurrence of a Change of Control, the Corporation shall deliver to the Trustee, and the Trustee shall promptly deliver not prejudicial to the holders of the Debentures, a notice stating that there has and any other changes as may be approved or permitted by the Corporation, with such approval in each case to be conclusively deemed to have been a Change of Control and specifying given by the date on which such Change of Control occurred and the circumstances or events giving rise to such Change of Control together with an offer to each holder officers of the Debentures in writing to convert all of Corporation executing the 18 INDENTURE Debentures then outstanding at no less than 101% of the aggregate same and will have appended thereto a principal amount thereof plus accrued and unpaid interest thereongrid in the form of Schedule D which will be appropriately adjusted at such times as Debentures are issued, if anyconverted, to but excluding the Change of Control Purchase Date (the “Offer Price”) in such number of Common Shares as is equal to the Offer Price divided by the Conversion Price as of the Change of Control Purchase Date (the “Change of Control Offer”). The Change of Control Offer shall specify the date (the “Expiry Date”) and time (the “Expiry Time”) on which the Change of Control Offer shall expire, which date and time shall not, unless otherwise required by Applicable Securities Legislation, be earlier than the close of business on the 35th day and not later than the close of business on the 60th day following the date on which such notice of the Change of Control Offer is delivered to the Trustee. The Change of Control Offer shall specify that the Change of Control Offer may be accepted by the holders of the Debentures by tendering the Debentures so held by them to the Trustee at its principal office in Vancouver, British Columbia at redeemed or before the Expiry Time together with an acceptance notice in form and substance acceptable to the Corporation and the Trustee, each acting reasonably. The Change of Control Offer shall specify a date (the “Change of Control Purchase Date”) no later than the tenth Business Day following the Expiry Date on which the Corporation shall convert all Debentures duly tendered in acceptance of the Change of Control Offer in exchange for Common Shares at the Conversion Price as of the Change of Control Purchase Date. (b) The Corporation shall, on or before 11:00 a.m. (Toronto time) on the Change of Control Purchase Date, deposit with the Trustee or any paying agent to the order of the Trustee, such number of Common Shares as is sufficient to pay the Offer Price of the Debentures to be converted by the Corporation on the Change of Control Purchase Date (subject to Section 7.10). The Corporation shall also deposit with the Trustee a sum of money sufficient to pay any reasonable and duly documented charges or expenses which may be incurred by the Trustee in connection with such conversion. Every such deposit shall be irrevocable. From the Common Shares so deposited, the Trustee shall pay or cause to be paid to the holders of such Debentures, the Offer Price to which they are entitled (subject to Section 7.10) on the conversion. (c) In the event that one or more of such Debentures being converted repurchased in accordance with this subsection 2.5(12) becomes subject to conversion in part only, upon surrender of such Debentures for payment of the Offer Price, the Corporation shall execute and the Trustee shall certify and deliver without charge to the holder thereof or upon the holder’s order, one or more new Debentures for the portion of the principal amount of the Debentures not convertedterms hereof. (d) Debentures for which holders have accepted the Change of Control Offer and Debentures which the Corporation has elected to convert in accordance with this subsection 2.5(12) shall become due and payable at the Offer Price on the Change of Control Purchase Date, in the same manner and with the same effect

Form and Terms of Debentures. (1a) The Debentures authorized for issue under this Indenture are limited to an aggregate principal amount of up to $150,000,000 and issuance hereunder shall be designated as “5.009.0% Convertible Senior Unsecured Debentures”. . (b) The Debentures shall be dated as of the date of the closing of the Offering, or such other date of issuance as provided herein, and will be issuable only in the form provided for in Schedule A hereto. For the avoidance denominations of doubt$100 and integral multiples thereof, it is acknowledged and agreed except that the any Additional Debentures (including, for greater certainty, the Initial Tranche and, if issued, the Second Tranche) shall constitute one and the same series and the Debentures shall be the only debentures issued under or pursuant to this IndentureSection 2.3(b) will be issuable only in denominations of $1 and integral multiples thereof. (2) An aggregate principal amount of $100,000,000 of the Debentures shall be issued by the Corporation to the Investor, or as otherwise directed by the Investor in writing, on the Closing Date (the “Initial Tranche”). (3) On the second Business Day following the date, that occurs on or after the Trigger Date and prior to the Second Closing Deadline, on which all of the Second Tranche Conditions have been satisfied, an aggregate principal amount of $50,000,000 of the Debentures shall be issued by the Corporation to the Investor, or as otherwise directed by the Investor in writing (the “Second Tranche”) (if requested by the Trustee, all such conditions to be confirmed by the Corporation to the Trustee by way of an Officer’s Certificate) (such closing the “Second Closing” and such date, the “Second Closing Date”). (4) For greater certainty, the Investor may at any time prior to the Second Closing Deadline irrevocably waive in writing the VWAP Condition and/or the Event of Default Condition, whereupon any such waived condition(s) shall not apply for purposes of this Indenture, including for purposes of the definition of “Second Tranche Conditions”. (5) During the period from the Trigger Date until the earlier to occur of the Second Closing and the Second Closing Deadline, the Corporation will immediately notify the Investor in writing from time to time: (i) if the Registration Statement Condition is satisfied, and if previously satisfied, ceases to be satisfied, and thereafter is satisfied, and so on; and (ii) if an Event of Default occurs. (6) For greater certainty, in the event that the Second Tranche Conditions are not satisfied (or with respect to the VWAP Condition and/or the Event of Default Condition, waived in accordance with Section 2.5(4)) prior to the Second Closing Deadline, then the Second Closing shall not occur. (7c) The Debentures shall mature on February 2827, 2028 2009, provided that if the Credit Amendments are effective on or prior to 4:30 p.m. (Vancouver time) on February 27, 2009, the date of maturity of the Debentures (the “Maturity Date” for the Debentures). (8) The Debentures shall bear interest ”) will be automatically extended from the date of issuance of such Debentures at the rate of 5.00% per annum (based on a year of 365 February 27, 2009 to February 11, 2014 without any further act or 366 days, as the case may be), payable after as well as before default, with interest on amounts in default at the same rate, in each case, in Common Shares formality on the Principal Converted on each Interest Payment part of the Company or the Debenture Trustee. The Company will announce by press release the effectiveness of the Credit Amendments and confirmation of the Maturity Date and will provide a copy thereof to the Debenture Trustee in accordance with Section 6.4. For certainty13.3. (d) The principal amount outstanding under the Debentures, the first plus all accrued and unpaid interest payment will include interest accrued on the applicable Principal Converted from and including the date of issuance of the applicable Debentures to, but excluding, the first Interest Payment Maturity Date. Any subsequent interest payment will include interest accrued on the applicable Principal Converted from and including the date of issuance of the applicable Debentures to, but excluding, such subsequent Interest Payment Date. Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day. The record date for the payment of interest payable on the Debentures will be the applicable Interest Payment Date. Any and all interest payable under this Indenture or any Debenture shall be paid Maturity Date in Common Shares, and for greater certainty, in no event shall any cash payment or any other property lawful money of the Corporation be payable by the Corporation Canada to the Debentureholders in connection with, or as a result of, the issuance, conversion or repayment of the Debentures. (9) The Debentures shall be subordinated to all existing and future Secured Indebtedness of the Corporation in accordance with the provisions of Article 5. Each Debenture will rank pari passu with each other Debenture (regardless of their actual date or terms of issue) and, subject to statutory preferred exceptions, with all other present and future senior unsecured obligations or indebtedness of the Corporation. (10) Upon and subject to the provisions and conditions of Article 6 and Section 3.7, the holder of each Debenture shall have the right at such holder’s option, at any time prior to the close of business on the earlier of (i) the Business Day immediately preceding the Maturity Date of the Debentures; or (ii) if subject to conversion pursuant to a Change of Control, on the Business Day immediately preceding the Change of Control Purchase Date, subject to the satisfaction of certain conditions, by notice to the holders of Debentures Trustee in accordance with Section 2.5(12)(a) (the earlier of which will be the “Time of Expiry” for the purposes of Article 6 in respect of the Debentures), to convert any part, being $1,000 or an integral multiple of $1,000 thereof, of the principal amount of an Debenture plus any accrued and unpaid interest thereon into Common Shares at the Conversion Price in effect on the applicable Date of Conversion. No adjustment in the number of Common Shares to be issued upon conversion of the Debentures will be made for dividends or distributions on Common Shares issuable upon conversion of the Debentures. No fractional Common Shares will be issued upon conversion of the Debentures and where the aggregate number of Common Shares to be so issued to a Debentureholder would result in a fraction of a Common Share being issuable, the number of Common Shares to be received by such holder shall be rounded down to the nearest whole Common Share. The Conversion Price applicable to, and the Common Shares receivable on the conversion of, the Debentures is subject to adjustment pursuant to the provisions of Section 6.5. Holders converting their Debentures will receive the applicable number of Common Shares due on account of the principal and all accrued and unpaid interest (subject to Section 7.10) in respect of the Debentures surrendered for conversion up to but excluding the Date of Conversion from, and including, the date of issuance of such Debentures2.11. (11e) The Debentures shall be issued in denominations of $1,000 and integral multiples of $1,000 thereof. Each Debenture and the certificate of the Debenture Trustee endorsed thereon shall be issued in substantially the form set out in Schedule “A”, with such insertions, omissions, substitutions or other variations as shall be required or permitted by this Indenture, and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform with general usage, all as may be determined by the Board director or officer of Directors the Company executing such Debenture in accordance with Section 2.8 2.6 hereof, as conclusively evidenced by their his or her execution of a Debenture. Each Debenture shall additionally bear such distinguishing letters and numbers as the Debenture Trustee shall approve. Notwithstanding the foregoing, a Debenture the Debentures may be in such other form or forms as may, from time to time, be, be approved by a resolution of the Board of Directors, Directors or as specified in an Officer’s a Certificate or in an indenture supplemental hereto, in each case, in accordance herewithof the Company and as the Debenture Trustees shall approve. The Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another. The Debentures shall be issued in the form of as Fully Registered Debentures and as one or more Global Debenture(s). No Beneficial Holder will receive definitive certificates representing his, her or its interest in Debentures except as provided in Section 3.2. A Global Debenture Certificates and/or may be exchanged for Debentures in registered form that are not Global Debentures, or transferred to and registered in the name of a Person other than the Depository for such Global Debentures or a nominee thereof as Uncertificated Debenturesprovided in Section 3.2. (12f) Within 30 days following The Company shall provide the occurrence of a Change of Control, Debenture Trustee with the documents and subject instruments referred to in Section 2.4 with respect to any Additional Debentures prior to the provisions and conditions of this subsection 2.5(12), the Corporation shall be obligated to offer to convert all of the Debentures then outstanding including all accrued but unpaid interest thereon. The terms and conditions issuance of such obligation are set forth below: (a) Within 30 days following the occurrence of a Change of Control, the Corporation shall deliver to the Trustee, and the Trustee shall promptly deliver to the holders of the Additional Debentures, a notice stating that there has been a Change of Control and specifying the date on which such Change of Control occurred and the circumstances or events giving rise to such Change of Control together with an offer to each holder of the Debentures in writing to convert all of the 18 INDENTURE Debentures then outstanding at no less than 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to but excluding the Change of Control Purchase Date (the “Offer Price”) in such number of Common Shares as is equal to the Offer Price divided by the Conversion Price as of the Change of Control Purchase Date (the “Change of Control Offer”). The Change of Control Offer shall specify the date (the “Expiry Date”) and time (the “Expiry Time”) on which the Change of Control Offer shall expire, which date and time shall not, unless otherwise required by Applicable Securities Legislation, be earlier than the close of business on the 35th day and not later than the close of business on the 60th day following the date on which such notice of the Change of Control Offer is delivered to the Trustee. The Change of Control Offer shall specify that the Change of Control Offer may be accepted by the holders of the Debentures by tendering the Debentures so held by them to the Trustee at its principal office in Vancouver, British Columbia at or before the Expiry Time together with an acceptance notice in form and substance acceptable to the Corporation and the Trustee, each acting reasonably. The Change of Control Offer shall specify a date (the “Change of Control Purchase Date”) no later than the tenth Business Day following the Expiry Date on which the Corporation shall convert all Debentures duly tendered in acceptance of the Change of Control Offer in exchange for Common Shares at the Conversion Price as of the Change of Control Purchase Date. (b) The Corporation shall, on or before 11:00 a.m. (Toronto time) on the Change of Control Purchase Date, deposit with the Trustee or any paying agent to the order of the Trustee, such number of Common Shares as is sufficient to pay the Offer Price of the Debentures to be converted by the Corporation on the Change of Control Purchase Date (subject to Section 7.10). The Corporation shall also deposit with the Trustee a sum of money sufficient to pay any reasonable and duly documented charges or expenses which may be incurred by the Trustee in connection with such conversion. Every such deposit shall be irrevocable. From the Common Shares so deposited, the Trustee shall pay or cause to be paid to the holders of such Debentures, the Offer Price to which they are entitled (subject to Section 7.10) on the conversion. (c) In the event that one or more of such Debentures being converted in accordance with this subsection 2.5(12) becomes subject to conversion in part only, upon surrender of such Debentures for payment of the Offer Price, the Corporation shall execute and the Trustee shall certify and deliver without charge to the holder thereof or upon the holder’s order, one or more new Debentures for the portion of the principal amount of the Debentures not converted. (d) Debentures for which holders have accepted the Change of Control Offer and Debentures which the Corporation has elected to convert in accordance with this subsection 2.5(12) shall become due and payable at the Offer Price on the Change of Control Purchase Date, in the same manner and with the same effect