Common use of Form and Terms of Initial Debentures Clause in Contracts

Form and Terms of Initial Debentures. ‌ 2.4.1 The first series of Debentures (the “Initial Debentures”) authorized for issue immediately is limited to an aggregate principal amount of up to $12,362,000 (assuming the Agents’ Option is exercised in full and including the Debentures issuable to the Agents in respect of the corporate finance fee payable by the Corporation to the Agents pursuant to the Agency Agreement) and shall be designated as “10.0% Unsecured Convertible Debentures”. 2.4.2 The Initial Debentures shall be dated as of the date of closing of the Offering and shall mature on December 23, 2024 (the “Maturity Date” for the Initial Debentures). 2.4.3 The Initial Debentures shall bear interest from the date of issue at the rate of 10.0% per annum (based on a year of 360 days comprised of twelve 30-day months), payable in equal quarterly payments in arrears on the last day of each of March, June, September and December (with the exception of the first interest payment, which will bear interest from and including the date of closing of the Offering as set forth below), the first such payment to fall due on December 31, 2021 and the last such payment (representing interest payable from and including the last Interest Payment Date to, but excluding, the Maturity Date of the Initial Debentures) to fall due on December 23, 2024 payable after as well as before maturity and after as well as before default, with interest on amounts in default at the same rate, compounded quarterly. For certainty, the first interest payment will include interest accrued from and including the date of closing of the Offering to, but excluding, December 31, 2021, which will be equal to $2.22 for each $1,000 principal amount of Initial Debentures. 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 on the Initial Debentures will be three Business Days prior to December 31, 2021 with respect to the first payment of interest on December 31, 2021 and thereafter shall be that date which is five Business Days prior to each Interest Payment Date. 2.4.4 The Initial Debentures will be subordinated to all existing and future Secured Indebtedness of the Corporation in accordance with the provisions of Article 5. The Initial Debentures will rank pari passu in right of payment of principal and interest with each other series of Debentures issued under this Indenture or under indentures supplemental to this Indenture (regardless of their actual date or terms of issue) and, except as prescribed by law, with all other existing and future unsecured indebtedness of the Corporation, other than Secured Indebtedness. 2.4.5 The Initial Debentures will be redeemable in accordance with the terms of Article 4 provided that the Initial Debentures will not be redeemable before December 23, 2022, except in the event of the satisfaction of certain conditions after a Change of Control has occurred as provided herein. On and after December 23, 2022 and at any time prior to the Maturity Date, the Initial Debentures may be redeemed at the option of the Corporation in whole or in part from time to time on notice as provided for in 4.3 at the applicable Redemption Price. 2.4.6 Upon and subject to the provisions and conditions of Article 4 and Section 3.7, the holder of each Initial Debenture shall have the right at such holder’s option, at any time prior to 5:00 pm (Eastern Time) on the earliest of (i) the Business Day immediately preceding the Maturity Date of the Initial Debentures; or (ii) if subject to redemption or repurchase pursuant to a Change of Control, on the Business Day immediately preceding the Redemption Date or the Change of Control Purchase Date, as applicable, subject to the satisfaction of certain conditions, by notice to the holders of Initial Debentures in accordance with Section 2.4.11 and 4.3 (the earlier of which will be the “Time of Expiry” for the purposes of Article 6 in respect of the Initial Debentures), to convert any part, being $1,000 or an integral multiple thereof, of the principal amount of a Debenture into Common Shares at the Conversion Price in effect on the Date of Conversion. To the extent a redemption is a redemption in part only of the Initial Debentures, such right to convert, if not exercised prior to the applicable Time of Expiry, shall survive as to any Initial Debentures not redeemed or converted and be applicable to the next succeeding Time of Expiry. 2.4.7 The Conversion Price in effect on the date hereof for each Common Share to be issued upon the conversion of Initial Debentures shall be equal to $0.60 such that 1,667 Common Shares shall be issued for each $1,000 principal amount of Initial Debentures so converted. Except as provided below, no adjustment in the number of Common Shares to be issued upon conversion will be made for dividends or distributions on Common Shares issuable upon conversion, the record date for the payment of which precedes the date upon which the holder becomes a holder of Common Shares in accordance with Article 6, or for interest accrued on Initial Debentures surrendered. No fractional Common Shares will be issued, and the number of Common Shares so issuable will be rounded down to the nearest whole number. The Conversion Price applicable to, and the Common Shares, securities or other property receivable on the conversion of, the Initial Debentures is subject to adjustment pursuant to the provisions of Section 6.3. Holders converting their Initial Debentures will receive, in addition to the applicable number of Common Shares, accrued and unpaid interest (less any taxes required to be deducted) in respect of the Initial Debentures surrendered for conversion up to but excluding the Date of Conversion from, and including, the most recent Interest Payment Date. The Conversion Price will not be adjusted for accrued interest. 2.4.8 Notwithstanding any other provisions of this Indenture, if a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, the Person or Persons entitled to receive Common Shares in respect of the Debenture so surrendered for conversion shall not become the holder or holders of record of such Common Shares until the Business Day following such Interest Payment Date and, for clarity, any interest payable on such Debentures will be for the account of the holder of record of such Debentures at the close of business on the relevant record date. 2.4.9 The Initial Debentures shall be issued in denominations of $1,000 and integral multiples of $1,000. Each Initial 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. Each Initial Debenture shall additionally bear such distinguishing letters and numbers as the Trustee shall approve. Notwithstanding the foregoing, an Initial 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. The Initial Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another. 2.4.10 The Debentures may be issued in the form of one or more Debenture Certificates or Global Debentures, substantially in the form set out in Schedule A hereto or as Uncertificated Debentures. Global Debentures will be registered in the name of the Depository, which, as of the date hereof, shall be CDS (or any nominee of the Depository) and, if applicable, be designated by a CUSIP number. No Beneficial Holder will receive definitive certificates representing its interest in Global Debentures except as provided in Section 3.2. A Global Debenture 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 provided in Section 3.2. 2.4.11 Within 30 days following a Change of Control, and subject to the provisions and conditions of this Section 2.4.11, the Corporation shall be obligated to offer to purchase all of the Initial Debentures then outstanding, subject to the exercise of conversion rights of holders in accordance with Section 2.4.6 and Article 6 (the “Change of Control Purchase Offer”). The terms and conditions of such obligation are set forth below: (a) Not more than 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 Initial 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 (a “Change of Control Notice”). Prior to the Change of Control Purchase Date (as defined below), the Debentureholders shall, in their sole discretion, have the right to require the Corporation to purchase the Debentures (the “Change of Control Purchase Option”) for an amount equal to 105% of the principal amount thereof plus unpaid interest to, but excluding, the Change of Control Purchase Date (the “Change of Control Purchase Price”). The “Change of Control Purchase Date” shall be the date that is 30 Business Days after the date of the Change of Control Notice is delivered to holders of Initial Debentures.

Form and Terms of Initial Debentures. ‌ 2.4.1 (a) The first series of Debentures (the “Initial Debentures”) authorized for issue immediately is limited to an aggregate principal amount of up to $12,362,000 (assuming the Agents’ Option is exercised in full and including the Debentures issuable to the Agents in respect of the corporate finance fee payable by the Corporation to the Agents pursuant to the Agency Agreement) 50,000,000 and shall be designated as “10.08.00% Convertible Unsecured Convertible Subordinate Debentures”. 2.4.2 (b) The Initial Debentures shall be dated as of the date of closing of the Offering and June 28, 2005 shall mature on December 23June 30, 2024 (the “Maturity Date” for the Initial Debentures). 2.4.3 The Initial Debentures 2010 and shall bear interest from the date of issue at the rate of 10.08.00% per annum (based on a year of 360 days comprised of twelve 30-day months)annum, payable in equal quarterly semi-annual payments on June 30 and December 31 in arrears each year to holders of record at the close of business on the last day of each of MarchBusiness Day immediately preceding such interest payment date, June, September and December (with the exception of except the first payment will include in arrears, accrued and unpaid interest payment, which will bear interest for the period from and including the date of closing of this Indenture to, but excluding, December 31, 2005 and the Offering as set forth below), the first last such payment to fall due on December 31June 30, 2021 and the last such payment (representing interest payable from and including the last Interest Payment Date to2010, but excluding, the Maturity Date of the Initial Debentures) to fall due on December 23, 2024 payable after as well as before maturity and after as well as before default, with interest on amounts in default at the same rate, compounded quarterly. For certainty, the first interest payment will include interest accrued from and including the date of closing semi-annually. (c) Additional Amounts may become payable in respect of the Offering to, but excluding, December 31, 2021, which will be equal to $2.22 for each $1,000 principal amount of Initial Debentures. 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 on the Initial Debentures will be three Business Days prior to December 31, 2021 with respect pursuant to the first payment terms of interest on December 31a separate registration rights agreement, 2021 dated as of June 28, 2005, among the Corporation and thereafter shall be that date which is five Business Days prior to each Interest Payment DateScotia Capital Inc., CIBC World Markets Inc., TD Securities Inc. and GMP Securities Ltd. (the “Registration Rights Agreement”). 2.4.4 The Initial Debentures will be subordinated to all existing and future Secured Indebtedness of the Corporation in accordance with the provisions of Article 5. The Initial Debentures will rank pari passu in right of payment of principal and interest with each other series of Debentures issued under this Indenture or under indentures supplemental to this Indenture (regardless of their actual date or terms of issued) and, except as prescribed by law, with all other existing and future unsecured indebtedness of the Corporation, other than Secured Indebtedness. 2.4.5 The Initial Debentures will be redeemable by the Corporation in accordance with the terms of Article 4 4, provided that the Initial Debentures will not be redeemable before December 23at any time prior to June 30, 20222008, except in the event of the satisfaction of certain conditions after a Change of Control has occurred as provided outlined herein. On and after December 23June 30, 2022 2008 and at any time prior to the Maturity DateJune 30, 2009, the Initial Debentures may be redeemed at the option of the Corporation in whole at any time or in part from time to time at the option of the Corporation on notice as provided for in Section 4.3 and, in such case, the Redemption Price for the Initial Debentures will be a price equal to their principal amount plus accrued and unpaid interest provided that the volume weighted average trading price of the Shares on the TSX for at least 20 trading days in any consecutive 30-day period ending on the fifth day prior to the date on which such notice of redemption is given is at least 125% of the Conversion Price and the Corporation shall have provided to the Trustee an Officer’s Certificate confirming such Current Market Price. Subsequent to July 1, 2009 and prior to June 30, 2010, the Initial Debentures may be redeemed by the Corporation in whole at any time or in part from time to time at the applicable option of the Corporation on notice as provided for in Section 4.3 and, in such case, the Redemption PricePrice for the Initial Debentures will be a price equal to their principal amount plus accrued and unpaid interest. The Redemption Notice for the Initial Debentures shall be in the form of Schedule “B”. 2.4.6 (e) The Initial Debentures will be subordinated to the Senior Indebtedness of the Corporation in accordance with the provisions of Article 5; provided, however, that nothing contained in this Indenture shall in any way or manner restrict the Corporation from incurring, directly or indirectly, any additional indebtedness. (f) Upon and subject to the provisions and conditions of Article 4 and Section 3.76, the holder of each Initial Debenture shall have the right right, at such holder’s option, at any time prior to 5:00 pm (Eastern Time) 5 p.m. Toronto time on the earliest earlier of (i) June 30, 2010 and the last Business Day immediately preceding the Maturity Date date specified by the Corporation for redemption of the Initial Debentures; or (ii) if subject to redemption or repurchase pursuant to a Change of Control, on the Business Day immediately preceding the Redemption Date or the Change of Control Purchase Date, as applicable, subject to the satisfaction of certain conditions, Debentures by notice to the holders of Initial Debentures in accordance with Section 2.4.11 2.4(d) and Section 4.3 (the earlier of which will be the “Time of Expiry” for the purposes of Article 6 in respect of the Initial Debentures), to convert the whole or, in the case of a Debenture of a denomination in excess of $1,000, any part, being part which is $1,000 or an integral multiple thereof, of the principal amount of a such Debenture into Common Shares at the Conversion Price in effect on the Date of ConversionConversion (as defined in Section 6.3(b)). To the extent a redemption is a redemption in part only of the Initial Debentures, such right to convert, if not exercised prior to the applicable Time of Expiry, shall survive as to any Initial Debentures not redeemed or converted and be applicable to the next succeeding Time of Expiry. 2.4.7 The Conversion Price in effect on the date hereof for each Common Share to be issued upon the conversion of Initial Debentures shall be equal to $0.60 14.00 such that 1,667 Common approximately 71.4286 Shares shall be issued for each $1,000 principal amount of Initial Debentures so converted. Except as provided below, no No adjustment in the number of Common Shares to be issued upon conversion will be made for dividends or distributions on Common Shares issuable upon conversion. Holders converting their Initial Debentures shall be entitled to receive, in addition to the record date applicable number of Shares, accrued and unpaid interest in respect thereof for the payment period up to but excluding the Date of which precedes Conversion from the date upon which day immediately following the holder becomes a holder of Common Shares in accordance with Article 6, or for interest accrued on Initial Debentures surrendered. No fractional Common Shares will be issued, and the number of Common Shares so issuable will be rounded down to the nearest whole numberlatest Interest Payment Date. The Conversion Price applicable to, to and the Common Shares, securities or other property receivable on the conversion of, of the Initial Debentures is subject to adjustment pursuant to the provisions of Section 6.3. Holders converting their 6.4. (g) On redemption or on maturity of the Initial Debentures, the Corporation may, at its option and subject to the provisions of Section 4.6 and Section 4.10 as applicable, and subject to regulatory approval, if required, elect to satisfy its obligation to pay the principal amount of the Initial Debentures, in whole or in part, by issuing and delivering to the holders of Initial Debentures will receive, in addition to the applicable that number of Common Shares, accrued and unpaid interest (less any taxes required to be deducted) in respect Freely Tradeable Shares obtained by dividing the principal amount of the Initial Debentures surrendered for conversion up by 95% of the Current Market Price. If the Corporation elects to but excluding exercise such option, it shall deliver a Redemption Notice or a maturity notice (the Date “Maturity Notice”), as the case may be, to the holders of Conversion fromthe Initial Debentures in the form of Schedule “B” or Schedule “C”, and including, the most recent Interest Payment Date. The Conversion Price will not be adjusted for accrued interestas applicable. 2.4.8 Notwithstanding any other provisions of this Indenture, if a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, the Person or Persons entitled to receive Common Shares in respect of the Debenture so surrendered for conversion shall not become the holder or holders of record of such Common Shares until the Business Day following such Interest Payment Date and, for clarity, any interest payable on such Debentures will be for the account of the holder of record of such Debentures at the close of business on the relevant record date. 2.4.9 (h) The Initial Debentures shall be issued as one or more Global Debentures in denominations of $1,000 and integral multiples of $1,0001,000 and the Trustee is hereby appointed as registrar and transfer agent for the Initial Debentures. Each Initial 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, 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 directors of the Corporation executing such Initial Debenture in accordance with Section 2.7 hereof, as conclusively evidenced by their execution of an Initial Debenture. Each Initial Debenture shall additionally bear such distinguishing letters and numbers as the Trustee shall approve. Notwithstanding the foregoing, an Initial 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, directors or as specified in an Officer’s Certificate. The Initial Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another. 2.4.10 . The Initial Debentures may shall be issued as Global Debentures and the Depositary or Depositories for such Global Debentures in whose name the form of one or more Debenture Certificates or Global Debentures, substantially in the form set out in Schedule A hereto or as Uncertificated Debentures. Global Debentures will be registered (and the Global Debentures may be registered in the name of the Depository, which, as of the date hereof, shall be CDS (or any a nominee of the Depository) andDepositary), if applicable, be designated by a CUSIP number. No Beneficial Holder will receive definitive certificates representing its interest and any circumstances other than or in Global Debentures except as provided addition to those set forth in Section 3.2. A 3.2 in which any such Global Debenture may be exchanged for Debentures in registered form that are not Global Debentures, or transferred to and registered in the name of a Person person other than the Depository Depositary for such Global Debentures or a nominee thereof as provided in Section 3.2thereof, shall be determined by the Corporation at the time of issue. 2.4.11 Within 30 days following a Change of Control, (i) Upon and subject to the provisions and conditions of this Section 2.4.11Article 10, the Corporation shall be obligated may elect, from time to offer time, to purchase all of satisfy its Interest Obligation, in whole or in part, to the extent specified herein and applicable Regulatory Approval, on the Initial Debentures then outstanding, subject on any Interest Payment Date by delivering Shares to the exercise of conversion rights of holders in accordance with Section 2.4.6 and Article 6 Trustee. (the “Change of Control Purchase Offer”). j) The following terms and conditions apply in the case of such obligation are set forth belowa Change of Control: (ai) Not more than 30 days following Upon the occurrence of a Change of Control, prior to June 30, 2008, the Corporation shall deliver be required to make an offer to purchase (the Trustee, and “Corporation Offer”) all of the then outstanding Debentures on the date which is not later than 30 days following the date upon which the Trustee shall promptly deliver delivers a Change of Control Notice (as defined below) to the holders of the Initial 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 (a “Change of Control Notice”). Prior to the Change of Control Purchase Date (as defined below), the Debentureholders shall, in their sole discretion, have the right to require the Corporation to purchase the Debentures (such date being referred to as the “Change of Control Purchase OptionDate”) for an amount at a price equal to 105% of the principal amount thereof plus unpaid an amount equal to the interest to, but excluding, payments not yet received on the Change of Control Purchase Date (the “Change of Control Purchase Price”). The “Change of Control Purchase Date” shall be the date that is 30 Business Days after Debentures calculated from the date of the Change of Control Notice is delivered to holders June 30, 2008, discounted at the Government of Initial DebenturesCanada Yield (as defined below) (the “Pre-June 30, 2008 Price”). Upon the occurrence of a Change of Control on or after June 30, 2008, the Corporation shall be required to make the Corporation Offer for all of the then outstanding Debentures on the Change of Control Date at a price equal to the principal amount thereof plus accrued and unpaid interest to the purchase date (the “Post-June 30, 2008 Price”). The term “Government of Canada Yield” on any date shall mean the average of the yields determined by two registered Canadian investment dealers (as selected by the Corporation) as being the yield to maturity on such date, compounded semi-annually and calculated in accordance with generally accepted financial practice, that a non-callable Government of Canada Bond would carry if issued in Canadian dollars in Canada at 100% of its principal on such date with a maturity date of June 30, 2008.

Form and Terms of Initial Debentures. ‌ 2.4.1 (a) The first series of Debentures (the “"Initial Debentures”") authorized for issue immediately is limited to an aggregate principal amount of up to $12,362,000 (assuming the Agents’ Option is exercised in full and including the Debentures issuable to the Agents in respect of the corporate finance fee payable by the Corporation to the Agents pursuant to the Agency Agreement) 50,000,000 and shall be designated as “10.0"9.40% Convertible Unsecured Convertible Subordinated Debentures”". 2.4.2 (b) The Initial Debentures shall be dated as of the date of closing of the Offering July 3, 2003, and shall mature on December 23, 2024 (the “Maturity Date” for the Initial Debentures). 2.4.3 The Initial Debentures shall bear interest from the such date of issue at the rate of 10.09.40% per annum (based on a year of 360 days comprised of twelve 30-day months)annum, payable in equal quarterly semi-annual payments in arrears on the last day of July 31 and January 31 in each of March, June, September and December (with the exception of the first interest payment, which will bear interest from and including the date of closing of the Offering as set forth below)year, the first such payment to fall due due, subject as hereinafter provided, on December January 31, 2021 2004 and the last such payment (representing interest payable from and including the last Interest Payment Date to, but excluding, the Maturity Date of the Initial Debentures) ), subject as hereinafter provided, to fall due on December 23July 31, 2024 2008, payable after as well as before maturity and after as well as before default, with interest on amounts in default at the same rate, compounded quarterlysemi-annually. For certainty, subject to adjustment as hereinafter provided, the first interest payment will include interest accrued from from, and including the date of closing of the Offering including, July 3, 2003 to, but excluding, December 31January 31 , 20212004, which will be equal to $2.22 54.60 for each $1,000 principal amount of the Initial Debentures. 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 on the Initial Debentures will be three Business Days prior to December 31, 2021 with respect to the first payment of interest on December 31, 2021 and thereafter shall be that date which is five Business Days prior to each Interest Payment Date. 2.4.4 The Initial Debentures will be subordinated to all existing and future Secured Indebtedness of the Corporation in accordance with the provisions of Article 5. The Initial Debentures will rank pari passu in right of payment of principal and interest with each other series of Debentures issued under this Indenture or under indentures supplemental to this Indenture (regardless of their actual date or terms of issue) andmature on July 31, except as prescribed by law, with all other existing and future unsecured indebtedness of the Corporation, other than Secured Indebtedness2008. 2.4.5 (c) The Initial Debentures will be redeemable in accordance with the terms of Article 4 4, provided that the Initial Debentures will not be redeemable on or before December 23July 31, 20222006, except in the event of the satisfaction of certain conditions after a Change of Control has occurred as provided outlined herein. On or after July 31, 2006 and after December 23, 2022 and at any time prior to the Maturity DateJuly 31, 2007, the Initial Debentures may be redeemed at the option of the Corporation Trust in whole or in part from time to time on notice as provided for in Section 4.3 at a price equal to $1,050 per $1,000 principal amount of Debenture plus accrued and unpaid interest. On or after July 31, 2007, the applicable Initial Debentures will be redeemable prior to maturity in whole or in part from time to time at the option of the Trust on notice as provided for in Section 4.3 hereof at a price equal to $1,025 per $1,000 principal amount of Debenture plus accrued and unpaid interest. The Redemption PriceNotice for the Initial Debentures shall be substantially in the form of Schedule B. In connection with the redemption of the Initial Debentures, the Trust may, at its option and subject to the provisions of Section 4.6 and subject to regulatory approval, elect to satisfy its obligation to pay all or a portion of the aggregate principal amount of the Initial Debentures to be redeemed by issuing and delivering to the holders of such Initial Debentures, Freely Tradeable Trust Units. If the Trust elects to exercise such option, it shall so specify and provide details in the Redemption Notice. Interest accrued and unpaid on the Debentures on the Redemption Date will be paid to holders of Debentures, in cash, in the manner contemplated in Section 4.5. 2.4.6 (d) The Initial Debentures will be subordinated to the Senior Indebtedness of the Trust in accordance with the provisions of Article 5. (e) Upon and subject to the provisions and conditions of Article 4 and Section 3.76, the holder of each Initial Debenture shall have the right at such holder’s 's option, at any time prior to 5:00 pm (Eastern Time) the close of business on the earliest earlier of (i) July 31, 2008 and the last Business Day immediately preceding the Maturity Date date specified by the Trust for redemption of the Initial Debentures; or (ii) if subject to redemption or repurchase pursuant to a Change of Control, on the Business Day immediately preceding the Redemption Date or the Change of Control Purchase Date, as applicable, subject to the satisfaction of certain conditions, Debentures by notice to the holders of Initial Debentures in accordance with Section 2.4.11 Sections 2.4(c) and 4.3 (the earlier of which will be the “"Time of Expiry” " for the purposes of Article 6 in respect of the Initial Debentures), to convert the whole or, in the case of an Initial Debenture of a denomination in excess of $1,000, any part, being part which is $1,000 or an integral multiple thereof, of the principal amount of a Debenture into Common Shares Trust Units at the Conversion Price in effect on the Date of ConversionConversion (as defined in Section 6.4(b)). To the extent a redemption is a redemption in part only of the Initial Debentures, such right to convert, if not exercised prior to the applicable Time of Expiry, shall survive as to any Initial Debentures not redeemed or converted and be applicable to the next succeeding Time of Expiry. 2.4.7 The Conversion Price in effect on the date hereof for each Common Share Trust Unit to be issued upon the conversion of Initial Debentures shall be equal to $0.60 11.25 such that 1,667 Common Shares approximately 88.8889 Trust Units shall be issued for each $1,000 principal amount of Initial Debentures so converted. Except as provided below, no No adjustment in the number of Common Shares Trust Units to be issued upon conversion will be made for distributions or dividends or distributions on Common Shares Trust Units issuable upon conversion, the record date for the payment of which precedes the date upon which the holder becomes a holder of Common Shares in accordance with Article 6, conversion or for interest accrued on Initial Debentures surrendered. No fractional Common Shares will be issued, and the number of Common Shares so issuable will be rounded down to the nearest whole numbersurrendered for conversion. The Conversion Price applicable to, to and the Common SharesTrust Units, securities or other property receivable on the conversion of, of the Initial Debentures is subject to adjustment pursuant to the provisions of Section 6.3. Holders converting their 6.5. (f) On maturity of the Initial Debentures will receiveDebentures, in addition the Trust may, at its option and upon and subject to the applicable number terms of Common SharesSection 4.10 and subject to regulatory approval, accrued and unpaid interest (less any taxes required elect to be deducted) in respect satisfy its obligation to pay all or a portion of the aggregate principal amount of the Initial Debentures surrendered for conversion up due on maturity by issuing and delivering to but excluding such holders of Initial Debentures Freely Tradeable Trust Units. If the Date Trust elects to exercise such option, it shall deliver a maturity notice (the "Maturity Notice") to the holders of Conversion from, the Initial Debentures in the form of Schedule Cand provide the necessary details. Interest accrued and including, unpaid on the most recent Interest Payment Date. The Conversion Price Debentures on the maturity date will not be adjusted for accrued interestpaid to holders of Debentures in cash. 2.4.8 Notwithstanding any other provisions of this Indenture, if a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, the Person or Persons entitled to receive Common Shares in respect of the Debenture so surrendered for conversion shall not become the holder or holders of record of such Common Shares until the Business Day following such Interest Payment Date and, for clarity, any interest payable on such Debentures will be for the account of the holder of record of such Debentures at the close of business on the relevant record date. 2.4.9 (g) The Initial Debentures shall be issued in denominations of $1,000 and integral multiples of $1,000. Each Initial 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 directors of APF Energy (on behalf of the Trust) executing such Initial Debenture in accordance with Section 2.7 hereof, as conclusively evidenced by their execution of an Initial Debenture. Each Initial Debenture shall additionally bear such distinguishing letters and numbers as the Debenture Trustee shall approve. Notwithstanding the foregoing, an Initial Debenture may be in such other form or forms as may, from time to time, be be, approved by a resolution of the Board directors of DirectorsAPF Energy, on behalf of the Trust or as specified in an Officer’s 's Certificate. The Initial Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another. 2.4.10 . The Initial Debentures may shall be issued in as Global Debentures and the form of one or more Debenture Certificates or Global Debentures, substantially in the form set out in Schedule A hereto or as Uncertificated Debentures. Global Debentures will be registered in the name of the Depository, Depositary which, as of the date hereof, shall be CDS The Canadian Depositary for Securities Limited (or any nominee of the Depository) and, if applicable, be designated by a CUSIP numberDepositary). No Beneficial Holder beneficial holder will receive definitive certificates representing its their interest in Global Debentures except as provided in Section 3.2. A Global Debenture may be exchanged for Debentures in registered form that are not Global Debentures, or transferred to and registered in the name of a Person person other than the Depository for such Global Debentures or a nominee thereof as provided in Section 3.2. 2.4.11 (h) Upon and subject to the terms and conditions of Article 10, the Trust may elect, from time to time, to satisfy its Interest Obligation on the Initial Debentures on any Interest Payment Date (or on redemption or maturity) by delivering Trust Units to the Debenture Trustee. (i) Within 30 days following the occurrence of a Change of Control, and subject to the provisions and conditions of this Section 2.4.112.4(i), the Corporation Trust shall be obligated to offer to purchase all of the Initial Debentures then outstanding, subject to the exercise of conversion rights of holders in accordance with Section 2.4.6 and Article 6 (the “Change of Control Purchase Offer”)Debentures. The terms and conditions of such obligation are set forth below: (ai) Not more than Within 30 days following the occurrence of a Change of Control, the Corporation Trust shall deliver to the Debenture Trustee, and the Debenture Trustee shall promptly deliver to the holders of the Initial Debentures, a notice stating that there has been a Change of Control and specifying the date on which circumstances surrounding such Change of Control occurred and the circumstances or events giving rise to such Change of Control event (a “"Change of Control Notice”). Prior to ") together with an offer in writing (the Change of Control Purchase Date (as defined below), the Debentureholders shall, in their sole discretion, have the right to require the Corporation "Offer") to purchase all then outstanding Initial Debentures made in accordance with the Debentures (the “Change requirements of Control Purchase Option”) for an amount Applicable Securities Legislation at a price equal to 105101% of the principal amount thereof (the "Offer Price") plus accrued and unpaid interest on such Initial Debentures up to, but excluding, the Change date of Control Purchase Date acquisition by the Trust or a related party of such Debentures (collectively, the “Change "Total Offer Price"). (ii) If 90% or more in aggregate principal amount of Control Purchase Price”). The “Change of Control Purchase Date” shall be Initial Debentures outstanding on the date that is 30 Business Days after the date of Trust provides the Change of Control Notice is delivered and the Offer to holders of the Initial Debentures have been tendered for purchase pursuant to the Offer on the expiration thereof, the Trust has the right and obligation upon written notice provided to the Debenture Trustee within 10 days following the expiration of the Offer, to redeem and shall redeem all the Initial Debentures remaining outstanding on the expiration of the Offer at the Total Offer Price (the "90% Redemption Right"). (iii) Upon receipt of notice that the Trust has exercised or is exercising the 90% Redemption Right and is acquiring the remaining Initial Debentures, the Debenture Trustee shall promptly provide written notice to each Debentureholder that did not previously accept the Offer that: (A) the Trust has exercised the 90% Redemption Right and is purchasing all outstanding Initial Debentures effective on the expiry of the Offer at the Total Offer Price, and shall include a calculation of the amount payable to such holder as payment of the Total Offer Price; (B) each such holder must transfer their Initial Debentures to the Debenture Trustee on the same terms as those holders that accepted the Offer and must send their respective Initial Debentures, duly endorsed for transfer, to the Debenture Trustee within 10 days after the sending of such notice; and (C) the rights of such holder under the terms of the Initial Debentures and this Indenture cease effective as of the date of expiry of the Offer provided the Trust has, on or before the time of notifying the Debenture Trustee of the exercise of the 90% Redemption Right, paid the Total Offer Price to, or to the order of, the Debenture Trustee and thereafter the Initial Debentures shall not be considered to be outstanding and the holder shall not have any right except to receive such holder's Total Offer Price upon surrender and delivery of such holder's Initial Debentures in accordance with the Indenture. (iv) The Trust shall, on or before 11:00 a.m. (Calgary Time), on the Business Day immediately prior to the expiry of the Offer, deposit with the Debenture Trustee or any paying agent to the order of the Debenture Trustee, such sums of money as may be sufficient to pay the Total Offer Price of the Initial Debentures to be purchased or redeemed by the Trust on the expiry of the Offer, provided the Trust may elect to satisfy this requirement by providing the Debenture Trustee with a cheque for such amounts required under this Section 2.4(i)(iv) post-dated to the date of expiry of the Offer. The Trust shall also deposit with the Debenture Trustee a sum of money sufficient to pay any charges or expenses which may be incurred by the Debenture Trustee in connection with such purchase and/or redemption, as the case may be. Every such deposit shall be irrevocable. From the sums so deposited, the Debenture Trustee shall pay or cause to be paid to the holders of such Initial Debentures, the Offer Price, and all accrued and unpaid interest, if any, to which they are entitled on the Trust's purchase or redemption. (v) In the event that one or more of such Initial Debentures being purchased in accordance with this Section 2.4(i) becomes subject to purchase in part only, upon surrender of such Initial Debentures for payment of the Total Offer Price, the Trust shall execute and the Debenture Trustee shall certify and deliver without charge to the holder thereof or upon the holder's order, one or more new Initial Debentures for the portion of the principal amount of the Initial Debentures not purchased. (vi) Initial Debentures for which holders have accepted the Offer and Initial Debentures which the Trust has elected to redeem in accordance with this Section 2.4(i) shall become due and payable at the Total Offer Price on the date of expiry of the Offer, in the same manner and with the same effect as if it were the date of maturity specified in such Initial Debentures, anything therein or herein to the contrary notwithstanding, and from and after such date of expiry of the Offer, if the money necessary to purchase or redeem the Initial Debentures shall have been deposited as provided in this Section 2.4(i) and affidavits or other proofs satisfactory to the Debenture Trustee as to the publication and/or mailing of such notices shall have been lodged with it, interest on the Initial Debentures shall cease. If any question shall arise as to whether any notice has been given as above provided and such deposit made, such question shall be decided by the Debenture Trustee whose decision shall be final and binding upon all parties in interest. (vii) In case the holder of any Initial Debenture to be purchased or redeemed in accordance with this Section 2.4(i) shall fail on or before the date of expiry of the Offer so to surrender such holder's Initial Debenture or shall not within such time accept payment of the moneys payable, or give such receipt therefor, if any, as the Debenture Trustee may require, such moneys may be set aside in trust, either in the deposit department of the Debenture Trustee or in a chartered bank, and such setting aside shall for all purposes be deemed a payment to the Debentureholder of the sum so set aside and the Debentureholder shall have no other right except to receive payment of the moneys so paid and deposited, upon surrender and delivery up of such holder's Initial Debenture. In the event that any money required to be deposited hereunder with the Debenture Trustee or any depository or paying agent on account of principal, premium, if any, or interest, if any, on Initial Debentures issued hereunder shall remain so deposited for a period of six years from the date of expiry of the Offer, then such moneys, together with any accumulated interest thereon, shall at the end of such period be paid over or delivered over by the Debenture Trustee or such depository or paying agent to the Trust and the Debenture Trustee shall not be responsible to Debentureholders for any amounts owing to them. Notwithstanding the foregoing, the Debenture Trustee will pay any remaining funds deposited hereunder prior to the expiry of six years after the date of expiry of the Offer to the Trust upon receipt from the Trust, or one of its Subsidiaries, of an unconditional letter of credit from a Canadian chartered bank in an amount equal to or in excess of the amount of the remaining funds. If the remaining funds are paid to the Trust prior to the expiry of six years after the date of expiry of the Offer, the Trust shall reimburse the Debenture Trustee for any amounts required to be paid by the Debenture Trustee to a holder of a Debenture pursuant to the Offer after the date of such payment of the remaining funds to the Trust but prior to six years after the date of expiry of the Offer. (viii) Subject to the provisions above related to Initial Debentures purchased in part, all Initial Debentures redeemed and paid under this Section 2.4(i) shall forthwith be delivered to the Debenture Trustee and cancelled and no Initial Debentures shall be issued in substitution therefor. (j) The Debenture Trustee shall be provided with the documents and instruments referred to in Sections 2.5(b), (c) and (d) with respect to the Initial Debentures prior to the issuance of the Initial Debentures.

Form and Terms of Initial Debentures. ‌ 2.4.1 (a) The first series of Debentures (the “Initial Debentures”) authorized for issue immediately issuance is limited to an aggregate principal amount of up to $12,362,000 (assuming the Agents’ Option is exercised in full 226,500,000 and including the Debentures issuable to the Agents in respect of the corporate finance fee payable by the Corporation to the Agents pursuant to the Agency Agreement) and shall must be designated as “10.06.25% Convertible Unsecured Convertible Subordinated Debentures”. However, additional Initial Debentures may be issued pursuant to this Indenture after the date hereof. The Debenture Trustee has been appointed as transfer agent and registrar of the Initial Debentures. 2.4.2 (b) The Initial Debentures shall must be dated as of the date of closing of the Offering •, 2010 and shall will mature on December 23June 30, 2024 2017 (the “Maturity Date” for the Initial Debentures”). 2.4.3 (c) The Initial Debentures shall will bear interest from the date of issue at the rate of 10.06.25% per annum (based on a year of 360 days comprised of twelve 30-day months)annum, payable in equal quarterly semi-annual payments in arrears on the last day June 30 and December 31 of each of March, June, September and December (with the exception of the first interest payment, which will bear interest from and including the date of closing of the Offering as set forth below)year, the first such payment to fall falling due on December 31, 2021 2010 and the last such payment (representing interest payable from and including the last Interest Payment Date to, but excluding, the Maturity Date of the Initial Debentures) to fall falling due on December 23June 30, 2024 2017, payable after as well as before maturity and after as well as before default, with interest on amounts in default at the same rate, compounded quarterlysemi-annually. For certaintyNotwithstanding the foregoing, the first interest payment will include accrued interest accrued from and including the date of closing of the Offering •, 2010 to, but excluding, December 31, 2021, which 2010 and will be equal to $2.22 for each • per $1,000 100 principal amount of Initial Debentures. 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 on the Initial Debentures will be three Business Days prior to December 31, 2021 with respect to the first payment of interest on December 31, 2021 and thereafter shall be that date which is five Business Days prior to each Interest Payment Date. 2.4.4 (d) The Initial Debentures will be subordinated to all existing and future Secured Indebtedness of the Corporation in accordance with the provisions of Article 5. The Initial Debentures will rank pari passu in right of payment of principal and interest with each other series of Debentures issued under this Indenture or under indentures supplemental to this Indenture (regardless of their actual date or terms of issue) and, except as prescribed by law, with all other existing and future unsecured indebtedness of the Corporation, other than Secured Indebtedness. 2.4.5 The Initial Debentures will be are redeemable in accordance with the terms of Article 4 4, provided that the Initial Debentures will not be redeemable before December 23•, 20222013 [NTD: the date that is 3 years from the date of issue] (the “First Call Date”), except in the event of the satisfaction of certain conditions after a Change of Control has occurred as provided herein. On or after the First Call Date and before •, 2015 [NTD: the date that is 5 years from the date of issue] (the “Second Call Date”) the Initial Debentures may be redeemed at the option of the Corporation in whole or in part from time to time on notice as provided for in Section 4.3 at a Redemption Price equal to the principal amount of the Initial Debentures; provided that the Current Market Price on the date on which such notice of redemption is given is at least 125% of the Conversion Price and the Corporation must have provided to the Debenture Trustee an Officers’ Certificate confirming such Current Market Price. In addition thereto, at the time of redemption, the Corporation will pay to the holder accrued and unpaid interest. On or after December 23, 2022 the Second Call Date and at any time prior to the Maturity Datematurity, the Initial Debentures may be redeemed at the option of the Corporation in whole or in part from time to time on notice as provided for in 4.3 Section 4.3, at a Redemption Price equal to the principal amount of the Initial Debentures, irrespective of the Current Market Price. In addition thereto, at the applicable time of redemption, the Corporation must pay to the holder accrued and unpaid interest. The Redemption PriceNotice for the Initial Debentures must be substantially in the form of Schedule “B”. 2.4.6 (e) The Initial Debentures will be subordinated to the Senior Indebtedness of the Corporation in accordance with the provisions of Article 5. (f) Upon and subject to the provisions and conditions of Article 4 and Section 3.76, the holder of each Initial Debenture shall will have the right at such holder’s option, at any time prior to 5:00 pm (Eastern Time) the close of business on the earliest earlier of (i) the day upon which the Initial Debentures mature and the last Business Day immediately preceding the Maturity Date date specified by the Corporation for redemption of the Initial Debentures; or (ii) if subject to redemption or repurchase pursuant to a Change of Control, on the Business Day immediately preceding the Redemption Date or the Change of Control Purchase Date, as applicable, subject to the satisfaction of certain conditions, Debentures by notice to the holders of Initial Debentures in accordance with Section 2.4.11 Subsections 2.4(d) and 4.3 (the earlier of which will be the “Time of Expiry” for the purposes of Article 6 in respect of the Initial Debentures), to convert any part, being which is $1,000 100 or an integral multiple thereof, of the principal amount of a such Debenture into Common Shares at the Conversion Price in effect on the Date of Conversion. To the extent a redemption is a redemption in part only of the Initial Debentures, such right to convert, if not exercised prior to the applicable Time of Expiry, shall survive as to any Initial Debentures not redeemed or converted and be applicable to the next succeeding Time of Expiry. 2.4.7 The Conversion Price in effect on the date hereof for each Common Share to be issued upon the conversion of Initial Debentures shall will be equal to $0.60 17.00 such that 1,667 Common approximately 5.88235 Shares shall will be issued for each $1,000 100 principal amount of Initial Debentures so converted. Except as provided below, no adjustment in the number of Common Shares to be issued upon conversion will be made for dividends or distributions on Common Shares issuable upon conversion, the record date for the payment of which precedes the date upon which the holder becomes a holder of Common Shares in accordance with Article 6, or for interest accrued on Initial Debentures surrendered. No fractional Common Shares will be issued, and the number of Common Shares so issuable will be rounded down subject to the nearest whole numberterms of Section 6.6. The Conversion Price applicable to, and to the Common Shares, securities or other property receivable on the conversion of, of the Initial Debentures is subject to adjustment pursuant to the provisions of Subsection 2.4(k) and Section 6.36.5. Holders Debentureholders converting their Initial Debentures will receive, in addition to the applicable number of Common Shares, receive accrued and unpaid interest (less any taxes required to be deducted) from the last Interest Payment Date to, but not including, the Date of Conversion. If the Date of Conversion in respect of any Initial Debentures converted hereunder occurs on an Interest Payment Date, then the holders thereof will receive all interest which has accrued prior to that Interest Payment Date and which has not been paid. (g) On redemption or on maturity of the Initial Debentures, the Corporation may, at its option and subject to the provisions of Sections 4.6 and 4.10, as applicable and subject to regulatory approval, elect to satisfy its obligation to pay all or a portion of the aggregate principal amount of the Initial Debentures surrendered for conversion up by issuing and delivering Freely Tradeable Shares to but excluding such holders of Initial Debentures. If the Date Corporation elects to exercise such option, it must provide details in the Redemption Notice or deliver a maturity notice (the “Maturity Notice”) to the holders of Conversion from, the Initial Debentures substantially in the form of Schedule “C”. Interest accrued and including, unpaid on the most recent Interest Payment Date. The Conversion Price Initial Debentures on the date of the redemption will not be adjusted for accrued interestpaid in cash. 2.4.8 Notwithstanding any other provisions of this Indenture, if a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, the Person or Persons entitled to receive Common Shares in respect of the Debenture so surrendered for conversion shall not become the holder or holders of record of such Common Shares until the Business Day following such Interest Payment Date and, for clarity, any interest payable on such Debentures will be for the account of the holder of record of such Debentures at the close of business on the relevant record date. 2.4.9 (h) The Initial Debentures shall must be issued in denominations of $1,000 100 and integral multiples of $1,000100. Each Initial Debenture and the certificate of the Debenture Trustee endorsed thereon shall must 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 the 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 Director or officer of the Corporation executing such Initial Debenture in accordance with Section 2.7, as conclusively evidenced by his or her execution of an Initial Debenture. Each Initial Debenture shall additionally must also bear such distinguishing letters and numbers as the Debenture Trustee shall approveapproves. Notwithstanding the foregoing, an Initial 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 Officers’ Certificate. The Initial Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another. 2.4.10 . The Initial Debentures may must be issued in the form of one or more Debenture Certificates or as Global Debentures, substantially in . The Depositary for the form set out in Schedule A hereto or as Uncertificated Debentures. Initial Debentures will be CDS Clearing and Depositary Services Inc. The Global Debentures will must be registered in the name of the Depository, which, as of the date hereof, shall be CDS CDS&Co. (or any nominee of the Depository) and, if applicable, be designated by a CUSIP numberDepositary). No Beneficial Holder beneficial holder will receive definitive certificates representing its their interest in Global Initial Debentures except as provided in Section 3.2. A Global Debenture 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 provided in Section 3.2. 2.4.11 Within 30 days following a Change of Control, and subject to the provisions and conditions of this Section 2.4.11, the Corporation shall be obligated to offer to purchase all of the Initial Debentures then outstanding, subject to the exercise of conversion rights of holders in accordance with Section 2.4.6 and Article 6 (the “Change of Control Purchase Offer”). The terms and conditions of such obligation are set forth below: (a) Not more than 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 Initial 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 (a “Change of Control Notice”). Prior to the Change of Control Purchase Date (as defined below), the Debentureholders shall, in their sole discretion, have the right to require the Corporation to purchase the Debentures (the “Change of Control Purchase Option”) for an amount equal to 105% of the principal amount thereof plus unpaid interest to, but excluding, the Change of Control Purchase Date (the “Change of Control Purchase Price”). The “Change of Control Purchase Date” shall be the date that is 30 Business Days after the date of the Change of Control Notice is delivered to holders of Initial Debentures.in

Form and Terms of Initial Debentures. ‌ 2.4.1 (a) The first series of Debentures (the “"Initial Debentures”") authorized for issue immediately is limited to an aggregate principal amount of up to not more than $12,362,000 (assuming the Agents’ Option is exercised in full and including the Debentures issuable to the Agents in respect of the corporate finance fee payable by the Corporation to the Agents pursuant to the Agency Agreement) 34,500,000 and shall be designated as “10.0"8% Convertible Unsecured Convertible Debentures”Xxxxxxxxxx xxx Xxxxx 00, 0000". 2.4.2 (x) The Initial Debentures shall be dated as of the date of closing of the Offering and shall mature on December 23April 30, 2024 2018 (the “"Maturity Date” " for the Initial Debentures). 2.4.3 (c) The Initial Debentures shall bear interest from the date of issue at the rate of 10.08% per annum (based on a year of 360 365 days comprised or, in the case of twelve 30-day monthsa leap year, 366 days, as applicable), payable in arrears in equal quarterly payments in arrears on the last day of each of March, June, September and December (with the exception of the first interest payment, payment which will bear include interest from and including the date of closing of the Offering of such Initial Debentures as set forth below)) semi-annual payments on October 31 and April 30 in each year, the first such payment to fall due on December October 31, 2021 2013 and the last such payment (representing interest payable from and including the last Interest Payment Date to, but excluding, the Maturity Date of the Initial Debentures or the earlier date of redemption, repayment or conversion of the Initial Debentures) to fall due on December 23April 30, 2024 2018 or the earlier date of redemption, repayment or conversion, payable after as well as before maturity and after as well as before default, with interest on amounts in default at the same rate, compounded quarterlysemi-annually, computed on the basis of a 365-day year, or, in the case of a leap year computed on the basis of a 366-day year, as applicable. For certainty, the first interest payment will include interest accrued from and including the date of closing of the Offering to, but excluding, December October 31, 20212013, which which, assuming an issue date of April 5, 2013, will be equal to $2.22 45.81 for each $1,000 principal amount of Initial Debentures. Any payment required to be made Debentures issued on any day that is not a Business Day will be made on closing of the next succeeding Business Dayoffering. The record date dates for the payment of interest on the Initial Debentures will be three October 15 and April 15 in each year (or the first Business Days Day prior to December 31, 2021 with respect to the first payment of interest on December 31, 2021 and thereafter shall be that such date which is five if not a Business Days prior to each Interest Payment DateDay). 2.4.4 The Initial Debentures will be subordinated to all existing and future Secured Indebtedness of the Corporation in accordance with the provisions of Article 5. The Initial Debentures will rank pari passu in right of payment of principal and interest with each other series of Debentures issued under this Indenture or under indentures supplemental to this Indenture (regardless of their actual date or terms of issued) and, except as prescribed by law, with all other existing and future unsecured indebtedness of the Corporation, other than Secured Indebtedness. 2.4.5 The Initial Debentures will be redeemable in accordance with the terms of Article 4 4, provided that the Initial Debentures will not be redeemable before December 23April 30, 20222015, except in the event of the satisfaction of certain conditions after a Change of Control has occurred as provided outlined herein. On From time to time, on or after April 30, 2015 and after December 23, 2022 and at any time prior to the Maturity Date, provided that the Current Market Price on the Business Day immediately preceding the date the Redemption Notice is given is not less than 150% of the Conversion Price in respect of the Initial Debentures, the Initial Debentures may be redeemed at the option of the Corporation in whole or in part from time to time on notice as provided for in Section 4.3 at the applicable Redemption Price. 2.4.6 Upon Price plus accrued and unpaid interest thereon up to (but excluding) the Redemption Date. The Redemption Notice for the Initial Debentures shall be substantially in the form of Schedule "B" attached hereto. In connection with the redemption of the Initial Debentures, the Corporation may, at its option and subject to the provisions of Section 4.6 and conditions subject to any required regulatory and/or stock exchange approval, elect to satisfy its obligation to pay all or a portion of Article 4 and Section 3.7, the holder of each Initial Debenture shall have the right at such holder’s option, at any time prior to 5:00 pm (Eastern Time) on the earliest of (i) the Business Day immediately preceding the Maturity Date aggregate Redemption Price of the Initial Debentures; or (ii) if subject Debentures to redemption or repurchase pursuant to a Change of Control, on the Business Day immediately preceding the Redemption Date or the Change of Control Purchase Date, as applicable, subject to the satisfaction of certain conditions, be redeemed by notice issuing and delivering to the holders of such Initial Debentures in accordance with Section 2.4.11 and 4.3 (Debentures, such number of Freely Tradable Common Shares as is obtained by dividing the earlier of which will be the “Time of Expiry” for the purposes of Article 6 in respect aggregate Redemption Price by 95% of the Initial Debentures), to convert any part, being $1,000 or an integral multiple thereof, of the principal amount of a Debenture into Common Shares at the Conversion Current Market Price in effect on the Date of ConversionRedemption Date. To If the extent a redemption is a redemption Corporation elects to exercise such option, it shall so specify and provide details in part only of the Initial Debentures, such right to convert, if not exercised prior to the applicable Time of Expiry, shall survive as to any Initial Debentures not redeemed or converted and be applicable to the next succeeding Time of ExpiryRedemption Notice. 2.4.7 (e) The Conversion Price in effect on the date hereof for each Common Share to be issued upon the conversion of Initial Debentures shall be equal to $0.60 such that 1,667 Common Shares shall be issued for each $1,000 principal amount of Initial Debentures so converted. Except as provided below, no adjustment in the number of Common Shares to be issued upon conversion will be made for dividends or distributions on Common Shares issuable upon conversion, the record date for the payment of which precedes the date upon which the holder becomes a holder of Common Shares in accordance with Article 6, or for interest accrued on Initial Debentures surrendered. No fractional Common Shares will be issued, and the number of Common Shares so issuable will be rounded down to the nearest whole number. The Conversion Price applicable to, and the Common Shares, securities or other property receivable on the conversion of, the Initial Debentures is subject to adjustment pursuant to the provisions of Section 6.3. Holders converting their Initial Debentures will receivebe direct, in addition to the applicable number of Common Shares, accrued and unpaid interest (less any taxes required to be deducted) in respect unsecured obligations of the Initial Debentures surrendered for conversion up Corporation that are subordinated to but excluding the Date of Conversion from, and including, the most recent Interest Payment Date. The Conversion Price will not be adjusted for accrued interest. 2.4.8 Notwithstanding any other provisions of this Indenture, if a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, the Person or Persons entitled to receive Common Shares in respect all secured obligations of the Debenture so surrendered for conversion shall not become the holder or holders of record of such Common Shares until the Business Day following such Interest Payment Date and, for clarity, any interest payable on such Debentures will be for the account of the holder of record of such Debentures at the close of business on the relevant record date. 2.4.9 The Initial Debentures shall be issued in denominations of $1,000 and integral multiples of $1,000. Each Initial Debenture Corporation 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. Each Initial Debenture shall additionally bear such distinguishing letters and numbers as the Trustee shall approve. Notwithstanding the foregoing, an Initial 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. The Initial Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another. 2.4.10 The Debentures may be issued in the form of one or more Debenture Certificates or Global Debentures, substantially in the form set out in Schedule A hereto or as Uncertificated Debentures. Global Debentures will be registered in the name of the Depository, which, as of the date hereof, shall be CDS (or any nominee of the Depository) and, if applicable, be designated by a CUSIP number. No Beneficial Holder will receive definitive certificates representing its interest in Global Debentures except as provided in Section 3.2. A Global Debenture 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 provided in Section 3.2. 2.4.11 Within 30 days following a Change of Control, and subject to the provisions and conditions of this Section 2.4.11, the Corporation shall be obligated to offer to purchase all of the Initial Debentures then outstanding, subject to the exercise of conversion rights of holders in accordance with Section 2.4.6 and Article 6 (the “Change of Control Purchase Offer”). The terms and conditions of such obligation are set forth below: Material Subsidiaries including: (a) Not more than 30 days following the occurrence of a Change of Control, Senior Indebtedness until the Corporation shall deliver to the Trustee, and the Trustee shall promptly deliver to the holders of the Initial 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 (a “Change of Control Notice”). Prior to the Change of Control Purchase Senior End Date (as defined below), the Debentureholders shall, in their sole discretion, have the right to require the Corporation to purchase the Debentures (the “Change of Control Purchase Option”) for an amount equal to 105% of the principal amount thereof plus unpaid interest to, but excluding, the Change of Control Purchase Date (the “Change of Control Purchase Price”). The “Change of Control Purchase Date” shall be the date that is 30 Business Days after the date of the Change of Control Notice is delivered to holders of Initial Debentures.described herein; and

Form and Terms of Initial Debentures. ‌ 2.4.1 (a) The first series of Debentures (the “Initial Debentures”) authorized for issue immediately is limited to an aggregate principal amount of up to $12,362,000 (assuming the Agents’ Option is exercised in full and including the Debentures issuable to the Agents in respect of the corporate finance fee payable by the Corporation to the Agents pursuant to the Agency Agreement) 50 million and shall be designated as “10.07.50% Convertible Unsecured Convertible Subordinated Debentures”. 2.4.2 (b) The Initial Debentures shall be dated as of the date of closing of the Offering and shall mature on December 23January 31, 2024 2016 (the “Maturity Date” for the Initial Debentures). 2.4.3 (c) The Initial Debentures shall bear interest from the date of issue at the rate of 10.07.50% per annum (based on a year of 360 days comprised of twelve 30-30 day months), payable in arrears in equal quarterly payments in arrears on the last day of each of March, June, September and December (with the exception of the first interest payment, payment which will bear include interest from and including the date of closing of the Offering as set forth below)) semi-annual payments in arrears on January 31 and July 31 in each year, the first such payment to fall due on December July 31, 2021 2011 and the last such payment (representing interest payable from and including the last Interest Payment Date to, but excluding, the Maturity Date of the Initial Debentures) to fall due on December 23January 31, 2024 2016, payable after as well as before maturity and after as well as before default, with interest on amounts in default at the same rate, compounded quarterlysemi-annually. For certainty, the first interest payment will include interest accrued from and including the date of closing of the Offering to, but excluding, December excluding July 31, 20212011, which will be equal to $2.22 43.958 for each $1,000 principal amount of Initial Debentures. 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 dates for the payment of interest on the Initial Debentures will be three January 15 and July 15 in each year (or the first Business Days Day prior to December such date if not a Business Day). (d) The Initial Debentures will be redeemable in accordance with the terms of Article 4, provided that the Initial Debentures will not be redeemable before January 31, 2021 with respect 2014, except in the event of the satisfaction of certain conditions after a Change of Control has occurred as outlined herein. On and after January 31, 2014 and prior to the first payment Maturity Date, provided that the Current Market Price at the time of the Redemption Notice is at least 125% of the Conversion Price, the Initial Debentures may be redeemed at the option of the Corporation in whole or in part from time to time on notice as provided for in Section 4.3 at a Redemption Price equal to their principal amount plus accrued and unpaid interest on December 31, 2021 and thereafter thereon up to (but excluding) the Redemption Date. The Redemption Notice for the Initial Debentures shall be that date which substantially in the form of Schedule B. In connection with the redemption of the Initial Debentures, the Corporation may, at its option and subject to the provisions of Section 4.6 and subject to regulatory approval, elect to satisfy its obligation to pay all or a portion of the aggregate Redemption Price of the Initial Debentures to be redeemed by issuing and delivering to the holders of such Initial Debentures, such number of Freely Tradeable Common Shares as is five Business Days prior obtained by dividing the aggregate Redemption Price by 95% of the Current Market Price in effect on the Redemption Date. If the Corporation elects to each Interest Payment Dateexercise such option, it shall so specify and provide details in the Redemption Notice. 2.4.4 (e) The Initial Debentures will be subordinated to all existing and future Secured the Senior Indebtedness of the Corporation in accordance with the provisions of Article 5. The In accordance with Section 2.12, the Initial Debentures will rank pari passu in right of payment of principal and interest with each other series of Debentures issued under this Indenture or under indentures supplemental to this Indenture (regardless of their actual date or terms of issue) and, except as prescribed by law, with all other existing and future unsecured indebtedness of the Corporation, Corporation other than Secured Senior Indebtedness. 2.4.5 The Initial Debentures will be redeemable in accordance with the terms of Article 4 provided that the Initial Debentures will not be redeemable before December 23, 2022, except in the event of the satisfaction of certain conditions after a Change of Control has occurred as provided herein. On and after December 23, 2022 and at any time prior to the Maturity Date, the Initial Debentures may be redeemed at the option of the Corporation in whole or in part from time to time on notice as provided for in 4.3 at the applicable Redemption Price. 2.4.6 (f) Upon and subject to the provisions and conditions of Article 4 6 and Section 3.7, the holder of each Initial Debenture shall have the right at such holder’s option, at any time prior to 5:00 pm (Eastern Time) the close of business on the earliest earlier of (i) the Business Day immediately preceding preceding: (i) the Maturity Date of the Initial Debentures; or and (ii) if subject to the date specified by the Corporation for redemption or repurchase pursuant to a Change of Control, on the Business Day immediately preceding the Redemption Date or the Change of Control Purchase Date, as applicable, subject to the satisfaction of certain conditions, Initial Debentures by notice to the holders of Initial Debentures in accordance with Section 2.4.11 Sections 2.4(d) and 4.3 (the earlier of which will be the “Time of Expiry” for the purposes of Article 6 in respect of the Initial Debentures), to convert any part, being $1,000 or an integral multiple thereof, of the principal amount of a Debenture into Common Shares at the Conversion Price in effect on the Date of Conversion. To the extent a redemption is a redemption in part only of the Initial Debentures, such right to convert, if not exercised prior to the applicable Time of Expiry, shall survive as to any Initial Debentures not redeemed or converted and be applicable to the next succeeding Time of Expiry. 2.4.7 . The Conversion Price in effect on the date hereof for each Common Share to be issued upon the conversion of Initial Debentures shall be equal to $0.60 1.55 such that 1,667 approximately 645.1613 Common Shares shall be issued for each $1,000 principal amount of Initial Debentures so converted. Except as provided below, no adjustment in the number of Common Shares to be issued upon conversion will be made for dividends or distributions on Common Shares issuable upon conversion, the record date for the payment of which precedes the date upon which the holder becomes a holder of Common Shares in accordance with Article 6, or for interest accrued on Initial Debentures surrendered. No fractional Common Shares will be issued, and holders will receive a cash payment in satisfaction of any fractional interest based on the number Current Market Price as of Common Shares so issuable will be rounded down to the nearest whole numberDate of Conversion. The Conversion Price applicable to, to and the Common Shares, securities or other property receivable on the conversion of, of the Initial Debentures is subject to adjustment pursuant to the provisions of Section 6.32.4(k) and Section 6.5. Holders converting their Initial Debentures will receive, in addition to the applicable number of Common Shares, accrued and unpaid interest (less any taxes required to be deducted) in respect of the Initial Debentures surrendered for conversion up to but excluding the Date of Conversion from, and including, the most recent Interest Payment Date in accordance with Section 6.4(e). For clarity, payment of such interest, whether in cash or by delivery of Freely Tradeable Common Shares pursuant to the exercise of the Common Share Interest Payment Election, may, at the option of the Corporation, be paid on the next regularly scheduled Interest Payment Date following the Date of Conversion. Holders of Initial Debentures surrendered for conversion during the period from the close of business on any regular record date for the payment of interest on the Initial Debentures to the opening of business on the next succeeding Interest Payment Date will receive the semi-annual interest payable on such Initial Debentures on the corresponding Interest Payment Date notwithstanding the conversion, and such Initial Debentures, upon conversion, must be accompanied by funds equal to the amount of such payment, unless such Initial Debentures have been called for redemption, in which case no such payment will be required. In the event that a holder of Debentures exercises their conversion right following a Redemption Notice by the Corporation and during the period from the close of business on any regular record date for the payment of interest on the Initial Debentures to the opening of business on the next succeeding Interest Payment Date, such holder will be entitled to receive accrued and unpaid interest, in addition to the applicable number of Common Shares to be received on conversion, for the period from the last Interest Payment Date to (but excluding) the date of conversion. The Conversion Price will not be adjusted for accrued interest. 2.4.8 . Notwithstanding any other provisions of this Indenture, if a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, the Person person or Persons persons entitled to receive Common Shares in respect of the Debenture so surrendered for conversion shall not become the holder or holders of record of such Common Shares until the Business Day following such Interest Payment Date and, Date. A Debenture in respect of which a holder has accepted a notice in respect of a Change of Control Purchase Offer pursuant to the provisions of Section 2.4(j) may be surrendered for clarity, any interest payable on conversion only if such Debentures will be for the account notice is withdrawn in accordance with this Indenture. (g) On redemption or maturity of the holder Initial Debentures, the Corporation may, at its option and subject to the provisions of record Section 4.6 and Section 4.10, as applicable, and subject to regulatory approval, elect to satisfy its obligation to pay all or a portion of the aggregate principal amount of the Initial Debentures due on redemption or maturity, together with all accrued but unpaid interest thereon, by issuing and delivering to such holders of Initial Debentures at Freely Tradeable Common Shares pursuant to the close provisions of business on Sections 4.6 and 4.10, as applicable. If the relevant record dateCorporation elects to exercise such option, it shall provide details in the Redemption Notice or deliver a maturity notice (the “Maturity Notice”) to the holders of the Initial Debentures in substantially the form of Schedule C and provide the necessary details. 2.4.9 (h) The Initial Debentures shall be issued in denominations of $1,000 and integral multiples of $1,000. Each Initial 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 Initial Debenture in accordance with Section 2.7 hereof, as conclusively evidenced by their execution of an Initial Debenture. Each Initial Debenture shall additionally bear such distinguishing letters and numbers as the Trustee shall approve. Notwithstanding the foregoing, an Initial Debenture 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, or as specified in an Officer’s Officers’ Certificate. The Initial Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another. 2.4.10 . The Initial Debentures may shall be issued in as a Global Debenture and the form of one or more Global Debenture Certificates or Global Debentures, substantially in the form set out in Schedule A hereto or as Uncertificated Debentures. Global Debentures will be registered in the name of the Depository, Depository which, as of the date hereof, shall be CDS Clearing and Depository Services Inc. (or any nominee of the Depository) and, if applicable, be designated by a CUSIP number). No Beneficial Holder beneficial holder will receive definitive certificates representing its their interest in Global Debentures except as provided in Section 3.2. A Global Debenture may be exchanged for Debentures in registered form that are not Global Debentures, or transferred to and registered in the name of a Person person other than the Depository for such Global Debentures or a nominee thereof thereof, as provided in Section 3.2. 2.4.11 (i) Upon and subject to the provisions of Article 10, the Corporation may elect, from time to time, to satisfy its Interest Obligation on the Initial Debentures on any Interest Payment Date (including, for greater certainty, following conversion or upon maturity or redemption) by delivering Common Shares to the Trustee pursuant to the Common Share Interest Payment Election. (j) Within 30 days following the occurrence of a Change of Control, and subject to the provisions and conditions of this Section 2.4.112.4(j), the Corporation shall be obligated to offer to purchase all of the Initial Debentures then outstanding, subject to the exercise of conversion rights of holders in accordance with Section 2.4.6 and Article 6 (the “Change of Control Purchase Offer”). The terms and conditions of such obligation are set forth below: (ai) Not more than 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 Initial 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 (a “Change of Control Notice”). Prior ) together with an offer in writing (the “Change of Control Purchase Offer”) to purchase, on the Change of Control Purchase Date (as defined below), all (or any portion actually tendered to such offer) of the Debentureholders shall, Initial Debentures then outstanding from the holders thereof made in their sole discretion, have accordance with the right to require the Corporation to purchase the Debentures (the “Change requirements of Control Purchase Option”) for an amount Applicable Securities Legislation at a price per Initial Debenture equal to 105100% of the principal amount thereof (the “Offer Price”) plus accrued and unpaid interest on such Initial Debentures up to, but excluding, the Change of Control Purchase Date (collectively, the “Total Offer Price”). If such Change of Control Purchase Price”)Date is after a record date for the payment of interest on the Initial Debentures but on or prior to an Interest Payment Date, then the interest payable on such date will be paid to the holder of record of the Debentures on the relevant record date. The “Change of Control Purchase Date” shall be the date that is 30 Business Days after the date of that the Change of Control Notice is and Change of Control Purchase Offer are delivered or mailed to holders of Initial Debentures.

Form and Terms of Initial Debentures. ‌ 2.4.1 (a) The first series of Debentures (the “Initial Debentures”) authorized for issue immediately is limited to an aggregate principal amount of up to $12,362,000 (assuming the Agents’ Option is exercised in full and including the Debentures issuable to the Agents in respect of the corporate finance fee payable by the Corporation to the Agents pursuant to the Agency Agreement) 115,000,000 and shall be designated as “10.05.70% Convertible Unsecured Convertible Subordinated Debentures”. 2.4.2 (b) The Initial Debentures shall be dated as of the June 21, 2007, regardless of their actual date of closing of the Offering and issue, shall mature on December 23June 30, 2024 (the “Maturity Date” for the Initial Debentures). 2.4.3 The Initial Debentures 2014 and shall bear interest from the date of issue and including June 21, 2007 at the rate of 10.05.70% per annum (based on a year of 360 days comprised of twelve 30-day months)annum, payable in arrears in equal quarterly semi-annual payments in arrears on the last day of each of March, June, September June 30 and December (with the exception of 31 in each year, except the first interest payment, which shall be made on December 31, 2007 and will bear include accrued and unpaid interest for the period from and including June 21, 2007 to but excluding December 31, 2007, and the date of closing of the Offering as set forth below), the first last such payment to fall due on December 31June 30, 2021 and the last such payment (representing interest payable from and including the last Interest Payment Date to2014, but excluding, the Maturity Date of the Initial Debentures) to fall due on December 23, 2024 payable after as well as before maturity and after as well as before default, with interest on amounts in default at the same rate, compounded quarterlysemi-annually. For certainty, the The first interest payment will include interest accrued from and including the date of closing of the Offering to, but excluding, December 31, 2021, which will be equal to $2.22 for each 30.14 per $1,000 principal amount of the Initial Debentures. 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 on the Initial Debentures will be three Business Days prior to December 31, 2021 with respect to the first payment of interest on December 31, 2021 and thereafter shall be that date which is Not less than five Business Days prior to each Interest Payment Datethe date any interest payment is to be made, the REIT shall provide the Trustee with a Written Direction of the REIT specifying the payments to be made. The Trustee shall not be responsible for calculating the amount of interest owing, but shall be entitled to rely absolutely on the Written Direction of the REIT specifying the payments to be made. 2.4.4 The Initial Debentures will be subordinated to all existing and future Secured Indebtedness of the Corporation in accordance with the provisions of Article 5. The Initial Debentures will rank pari passu in right of payment of principal and interest with each other series of Debentures issued under this Indenture or under indentures supplemental to this Indenture (regardless of their actual date or terms of issuec) and, except as prescribed by law, with all other existing and future unsecured indebtedness of the Corporation, other than Secured Indebtedness. 2.4.5 The Initial Debentures will be redeemable by the REIT in accordance with the terms of Article 4 4, provided that the Initial Debentures will not be redeemable before December 23July 1, 20222010, except in the event of the satisfaction of certain conditions after a Change of Control has occurred as provided outlined herein. On and after December 23July 1, 2022 2010 and prior to July 1, 2012, the Initial Debentures may be redeemed in whole at any time or in part from time to time at the option of the REIT on notice as provided for in Section 4.3 at a Redemption Price for the Initial Debentures equal to their principal amount provided that the Current Market Price immediately preceding the date on which such notice of redemption is given is not less than 125% of the Conversion Price and the REIT shall have provided to the Trustee an Officer’s Certificate confirming such Current Market Price. On and after July 1, 2012 and prior to the Maturity Date, the Initial Debentures may be redeemed at by the option of the Corporation REIT in whole at any time or in part from time to time at the option of the REIT on notice as provided for in Section 4.3 at a Redemption Price for the applicable Initial Debentures equal to their principal amount. The Redemption Notice for the Initial Debentures shall be in the form of Schedule B. Holders of the Initial Debentures being redeemed shall be entitled to receive, in addition to the Redemption Price, accrued and unpaid interest in respect thereof for the period up to but excluding the Redemption Date from and including the last Interest Payment Date. 2.4.6 (d) The Initial Debentures will be subordinated to the Senior Indebtedness of the REIT in accordance with the provisions of Article 5; provided, however, that nothing contained in this Indenture shall in any way or manner restrict the REIT or any of its Subsidiaries from incurring, directly or indirectly, any additional indebtedness, including indebtedness that ranks senior to the Debentures, or from mortgaging, pledging or charging their respective real or personal property or properties of the REIT or any of its Subsidiaries to secure any indebtedness. (e) The Initial Debentures will, effective as of the issue date thereof, be listed and posted for trading on the TSX and the REIT will take all reasonable steps to cause such listing to be maintained so long as any such Initial Debentures remain outstanding and to maintain its status as a reporting issuer (or the equivalent thereof) not in default of Applicable Securities Legislation. (f) Upon and subject to the provisions and conditions of Article 4 and Section 3.76, the holder of each Initial Debenture shall have the right right, at such holder’s option, at any time prior to 5:00 pm 4:00 p.m. (Eastern TimeToronto time) on the earliest earlier of (i) the Maturity Date and the last Business Day immediately preceding the Maturity Date date specified by the REIT for redemption of the Initial Debentures; or (ii) if subject to redemption or repurchase pursuant to a Change of Control, on the Business Day immediately preceding the Redemption Date or the Change of Control Purchase Date, as applicable, subject to the satisfaction of certain conditions, Debentures by notice to the holders of Initial Debentures in accordance with Section 2.4.11 Sections 2.4(c) and 4.3 (the earlier of which will be the “Time of Expiry” for the purposes of Article 6 in respect of the Initial Debentures), to convert the whole or, in the case of a Debenture of a denomination in excess of $1,000, any part, being part which is $1,000 or an integral multiple thereof, of the principal amount of a such Debenture into Common Shares Freely Tradeable Trust Units at the Conversion Price for the Initial Debentures in effect on the Date of Conversion. To the extent a redemption is a redemption in part only of the Initial Debentures, such right to convert, if not exercised prior to the applicable Time of Expiry, shall survive as to any Initial Debentures not redeemed or converted and be applicable to the next succeeding Time of Expiry. 2.4.7 The Conversion Price for the Initial Debentures in effect on the date hereof for each Common Share Trust Unit to be issued upon the conversion of Initial Debentures shall be equal to $0.60 19.90 such that 1,667 Common Shares approximately 50.251 Trust Units shall be issued for each $1,000 principal amount of Initial Debentures so converted. Except as provided below, no No adjustment in to the number of Common Shares to be issued upon conversion Conversion Price will be made for dividends or distributions on Common Shares Trust Units issuable upon on conversion or for accrued and unpaid interest on the Initial Debentures surrendered for conversion, however holders converting their Initial Debentures shall be entitled to receive, in addition to the applicable number of Freely Tradeable Trust Units, accrued and unpaid interest, if any, in respect thereof for the period from and including the last Interest Payment Date, up to and including the last record date in respect of the Trust Units set by the REIT prior to the Date of Conversion for determining the Unitholders entitled to receive a distribution on the Trust Units; provided that, in the event the REIT has suspended regular distributions or an announcement has been made giving notice of the suspension of regular distributions to holders of Trust Units prior to the date on which a Debenture holder converts the Initial Debentures held by such holder and such suspension is in effect on the Date of Conversion, then a Debenture holder, in addition to the applicable number of Trust Units to be received on conversion, will be entitled to receive accrued and unpaid interest for the payment of which precedes period from and including the date upon which the holder becomes a holder of Common Shares in accordance with Article 6, or for interest accrued on Initial Debentures surrendered. No fractional Common Shares will be issued, and the number of Common Shares so issuable will be rounded down last Interest Payment Date prior to the nearest whole numberDate of Conversion to but excluding the Date of Conversion. The Conversion Price applicable to, and the Common SharesTrust Units, securities or other property receivable on the conversion of, of the Initial Debentures Debentures, is subject to adjustment pursuant to the provisions of Section 6.3. Holders converting their 6.4. (g) On redemption or on maturity of the Initial Debentures will receiveDebentures, the REIT may, at its option and subject to the provisions of Section 4.6 and Section 4.10 as applicable, and subject to regulatory approval, if required, elect to satisfy its obligation to pay the principal amount of the Initial Debentures, in addition whole or in part, by issuing and delivering Freely Tradeable Trust Units to the applicable number holders of Common SharesInitial Debentures. If the REIT elects to exercise such option, accrued and unpaid interest it shall deliver a Redemption Notice or a maturity notice (less any taxes required the “Maturity Notice”), as the case may be, to be deducted) in respect the holders of the Initial Debentures surrendered for conversion up to but excluding in the Date form of Conversion fromSchedule B or Schedule C, and including, the most recent Interest Payment Date. The Conversion Price will not be adjusted for accrued interestas applicable. 2.4.8 Notwithstanding any other provisions of this Indenture, if a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, the Person or Persons entitled to receive Common Shares in respect of the Debenture so surrendered for conversion shall not become the holder or holders of record of such Common Shares until the Business Day following such Interest Payment Date and, for clarity, any interest payable on such Debentures will be for the account of the holder of record of such Debentures at the close of business on the relevant record date. 2.4.9 (h) The Initial Debentures shall be issued as one or more Global Debentures in denominations of $1,000 and integral multiples of $1,0001,000 and the Trustee is hereby appointed as registrar and transfer agent for the Initial Debentures. Each Initial 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, 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 trustees of the REIT executing such Global Debentures in accordance with Section 2.7, as conclusively evidenced by their execution of a Global Debenture. Each Initial Debenture shall additionally bear such distinguishing letters and numbers as the Trustee shall approve. Notwithstanding the foregoing, an Initial 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, trustees or as specified in an Officer’s Certificate. The Initial Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another. 2.4.10 . The Initial Debentures may shall be issued as Global Debentures and the Depository or Depositories for such Global Debentures in whose name the form of one or more Debenture Certificates or Global Debentures, substantially in the form set out in Schedule A hereto or as Uncertificated Debentures. Global Debentures will be registered (and the Global Debentures may be registered in the name of the Depository, which, as of the date hereof, shall be CDS (or any a nominee of the Depository) and), if applicable, be designated by a CUSIP number. No Beneficial Holder will receive definitive certificates representing its interest and any circumstances other than or in Global Debentures except as provided addition to those set forth in Section 3.2. A 3.2 in which any such Global Debenture 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 provided in Section 3.2thereof, shall be determined by the REIT at the time of issue. 2.4.11 Within 30 days following (i) Upon and subject to the provisions and conditions of Article 11, the REIT may elect, from time to time, to satisfy its Interest Obligation, in whole or in part, on the Initial Debentures on any Interest Payment Date by delivering to the Trustee the proceeds from the sale, through Brokers, of Freely Tradeable Trust Units. (j) Upon the occurrence of a Change of Control, and subject to the provisions and conditions of this Section 2.4.112.4(j), holders of Initial Debentures have a right to require the Corporation shall be obligated to offer REIT to purchase all of the their Initial Debentures then outstanding, subject to the exercise of conversion rights of holders in accordance with Section 2.4.6 and Article 6 (the “Change of Control Purchase Offer”)Debentures. The terms and conditions of such obligation right are set forth below: (ai) Not more than 30 days following Upon the occurrence of a Change of Control, each holder of Initial Debentures shall have the Corporation shall deliver right (the “Put Right”) to require the TrusteeREIT to purchase, and on the date (the “Put Date”) which is 30 days following the date upon which the Trustee shall promptly deliver delivers a Change of Control Notice (as defined below) to the holders of the Initial Debentures, all or any part of such holder’s Initial Debentures in accordance with the requirements of Applicable Securities Legislation at a notice stating that there has been price equal to 101% of the principal amount thereof (the “Put Price”) plus accrued and unpaid interest on such Initial Debentures up to, but excluding, the Put Date (collectively, the “Total Put Price”). (ii) The REIT will, as soon as practicable after the occurrence of a Change of Control and specifying in any event no later than five Business Days thereafter, give written notice to the date on which such Trustee of the Change of Control occurred Control. Such written notice of the REIT shall state whether the Total Put Price will be payable in cash or satisfied, in whole or in part, by the issuance of Freely Tradeable Trust Units as contemplated in Subsection 2.4(j)(xiii). The Trustee will, as soon as practicable thereafter, and in any event no later than two Business Days after receiving notice from the circumstances or events giving rise REIT of the occurrence of a Change of Control, provide written notice to such the holders of Initial Debentures of a Change of Control (a the “Change of Control Notice”). Prior to the The Change of Control Purchase Date (as defined below), the Debentureholders shall, in their sole discretion, have the right to require the Corporation to purchase the Debentures (the “Change of Control Purchase Option”) for an amount equal to 105% of the principal amount thereof plus unpaid interest to, but excluding, the Change of Control Purchase Date (the “Change of Control Purchase Price”). The “Change of Control Purchase Date” Notice shall be prepared by the date that is 30 Business Days after REIT, shall be in the date form of Schedule D, and shall include: (A) a description of the Change of Control Notice is delivered to holders of Initial Debentures.Control;