Common use of Meaning of outstanding Clause in Contracts

Meaning of outstanding. Every Note issued, authenticated and delivered in accordance with this Indenture shall be deemed to be outstanding until it is cancelled or redeemed or delivered to the Trustee for cancellation or redemption for monies or a new Note is issued in substitution for it pursuant to Section 2.10 or the payment for redemption thereof shall have been set aside under Section 5.7, provided that: (a) when a new Note has been issued in substitution for a Note which has been lost, stolen or destroyed, only one of such Notes shall be counted for the purpose of determining the aggregate principal amount of Notes outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders of outstanding Notes of any series to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereof, Notes owned directly or indirectly, legally or equitably, by the Issuer or any of its Subsidiaries shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders present or represented at any meeting of Holders, only the Notes in respect of which the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries are the only Holders shall be so disregarded; and (ii) Notes so owned which have been pledged in good faith other than to the Issuer or any of its Subsidiaries shall not be so disregarded if the pledgee shall establish, to the satisfaction of the Trustee, the pledgee’s right to vote such Notes, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer or any of its Subsidiaries.

Meaning of outstanding. Every Note issued, authenticated Debenture certified and delivered in accordance with this Indenture by the Debenture Trustee hereunder shall be deemed to be outstanding until it is cancelled or cancelled, converted, redeemed or delivered to the Debenture Trustee for cancellation cancellation, conversion or redemption and monies and/or Shares, as the case may be, for monies or a new Note is issued in substitution for it pursuant to Section 2.10 or the payment for redemption thereof shall have been set aside under Section 5.7Article 9, provided that: (a) Debentures which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof; (b) when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes Debenture shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer Corporation or any a Subsidiary of its Subsidiaries the Corporation shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Debenture Trustee shall be protected in relying on any such vote, consent, requisition acquisition or other instrument or action, or on the Holders holders of Debentures present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which the Debenture Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and; (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer Corporation or any a Subsidiary of its Subsidiaries the Corporation shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Debenture Trustee the pledgee’s 's right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer Corporation or any a Subsidiary of its Subsidiariesthe Corporation; and (iii) Debentures so owned shall not be disregarded if they are the only Debentures outstanding.

Meaning of outstanding. Every Note issued, authenticated and delivered in accordance with this Indenture shall be deemed to be outstanding until it is cancelled or redeemed or delivered to the Trustee for cancellation or redemption for monies or a new Note is issued in substitution for it pursuant to Section 2.10 3.10 or the payment for redemption thereof shall have been set aside under Section 5.76.7, provided that: (a) when a new Note has been issued in substitution for a Note which has been lost, stolen or destroyed, only one of such Notes shall be counted for the purpose of determining the aggregate principal amount of Notes outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; (c) references to Notes herein shall not include Pledged Notes unless the contrary intention is expressly stated or the context so requires; and (cd) for the purposes of any provision of this Indenture entitling Holders of outstanding Notes of any series to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereof, Notes owned directly or indirectly, legally or equitably, by the Issuer or any of its Subsidiaries shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders present or represented at any meeting of Holders, only the Notes in respect of which the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries are the only Holders shall be so disregarded; and (ii) Notes so owned which have been pledged in good faith other than to the Issuer or any of its Subsidiaries shall not be so disregarded if the pledgee shall establish, to the satisfaction of the Trustee, the pledgee’s right to vote such Notes, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer or any of its Subsidiaries.

Meaning of outstanding. Every Note issued, authenticated Debenture certified and delivered in accordance with this Indenture by the Trustee hereunder shall be deemed to be outstanding until it is cancelled cancelled, converted or redeemed or delivered to the Trustee for cancellation cancellation, conversion or redemption or monies and/or Common Shares, as the case may be, for monies or a new Note is issued in substitution for it pursuant to Section 2.10 or the payment for redemption thereof shall have been set aside under Section 5.79.2, provided that: (a) Debentures which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof; (b) when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes Debentures shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer or any of its Subsidiaries Corporation shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders holders of Debentures present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer or any of its Subsidiaries Corporation shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Trustee the pledgee’s right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer Corporation or any a Subsidiary of its Subsidiariesthe Corporation.

Meaning of outstanding. Every Note issued, authenticated Debenture certified and delivered in accordance with this Indenture by the Trustee hereunder shall be deemed to be outstanding until it is cancelled cancelled, converted or redeemed or delivered to the Trustee for cancellation cancellation, conversion or redemption for monies or a new Note is issued in substitution for it pursuant to Section 2.10 and/or Common Shares, as the case may be, or the payment for redemption thereof shall have been set aside under Section 5.79.2, provided that: (a) Debentures which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof; (b) when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes Debentures shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer or any of its Subsidiaries Corporation shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders holders of Debentures present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer or any of its Subsidiaries Corporation shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Trustee the pledgee’s 's right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer Corporation or any a Subsidiary of its Subsidiariesthe Corporation.

Meaning of outstanding. Every Note issued, Debenture certified or authenticated by the Trustee completing their Internal Procedures hereunder and delivered in accordance with this Indenture by the Trustee hereunder shall be deemed to be outstanding until it is cancelled cancelled, converted, prepaid or redeemed or delivered to the Trustee for cancellation cancellation, conversion, prepayment or redemption and monies and/or Shares, as the case may be, for monies or a new Note is issued in substitution for it pursuant to Section 2.10 or the payment for redemption thereof shall have been set aside under Section 5.7Article 12, provided that: (a) Debentures which have been partially redeemed, purchased, prepaid or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased, unprepaid or unconverted part of the principal amount thereof; (b) when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes Debentures shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer Corporation or any Subsidiary of its Subsidiaries the Corporation shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders Debentureholders present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which are certified by the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries are the only Holders Corporation as being so owned shall be so disregarded; and; (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer Corporation or any a Subsidiary of its Subsidiaries the Corporation shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Trustee the pledgee’s right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer Corporation or a Subsidiary of the Corporation; (iii) for the purposes of disregarding any Debentures owned legally or beneficially by the Corporation or any Subsidiary, the Corporation shall provide to the Trustee, at the request of its Subsidiariesthe Trustee, from time to time, an Officer’s Certificate setting forth as at the date of such certificate: (A) the names of the Debentureholders which, to the knowledge of the Corporation, are owned, directly or indirectly, legally or beneficially by the Corporation or any Subsidiary; and (B) the principal amount of Debentures owned legally or beneficially by each of such holders; and the Trustee in making such determination shall be entitled to rely upon such certificate; and (iv) Debentures so owned shall not be disregarded if they are the only Debentures outstanding.

Meaning of outstanding. Every Note issued, authenticated Debenture certified and delivered in accordance with this Indenture by the Debenture Agent hereunder shall be deemed to be outstanding until it is cancelled or cancelled, converted, redeemed or delivered to the Trustee Debenture Agent for cancellation cancellation, conversion or redemption and monies and/or Common Shares, as applicable, for monies or a new Note is issued in substitution for it pursuant to Section 2.10 or the payment for redemption thereof shall have been set aside under Section 5.7Article 9, provided that: (a) 1.2.1 Debentures which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof; 1.2.2 when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes Debentures shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) 1.2.3 for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer Corporation or any a Subsidiary or Affiliate of its Subsidiaries the Corporation shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (ia) for the purpose of determining whether the Trustee Debenture Agent shall be protected in relying on any such vote, consent, requisition acquisition or other instrument or action, or on the Holders holders of Debentures present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries Debenture Agent knows are the only Holders so owned shall be so disregarded; and; (iib) Notes Debentures so owned which have been pledged in good faith other than to the Issuer Corporation or any a Subsidiary or Affiliate of its Subsidiaries the Corporation shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Debenture Agent the pledgee’s right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer Corporation or any a Subsidiary or Affiliate of its Subsidiariesthe Corporation; and c) Debentures so owned shall not be disregarded if they are the only Debentures outstanding.

Meaning of outstanding. Every Note issued, authenticated Each Warrant certified and delivered in accordance with by the Warrant Agent under this Indenture shall will be deemed to be outstanding until it is cancelled or redeemed or delivered to the Trustee Warrant Agent for cancellation as the case may be, or redemption for monies or a new Note is issued in substitution for it until the Warrants have been exercised pursuant to Section 2.10 or the payment for redemption thereof shall have been set aside under Section 5.7terms of this Indenture, provided that: (a) when a new Note Warrant Certificate has been issued in substitution for a Note Warrant Certificate which has been mutilated, lost, stolen or destroyed, only one of such Notes shall Warrant Certificates will be counted for the purpose purposes of determining the aggregate principal amount number of Notes Warrants outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (cb) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Warrants to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofWarrants owned, Notes owned directly or indirectly, legally or equitably, beneficially by the Issuer WorldHeart or any an affiliate of its Subsidiaries shall WorldHeart will be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose purposes of determining whether the Trustee shall Warrant Agent will be protected in acting or relying on any such vote, consent, requisition or other instrument or action, or on the Holders present or represented at any meeting of Holders, only the Notes Warrants which have been certified by WorldHeart in respect a certificate of which WorldHeart to the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries are the only Holders shall Warrant Agent as so owned will be so disregarded; and (ii) Notes Warrants so owned which have been pledged in good faith faith, other than to the Issuer WorldHeart or any of its Subsidiaries shall an affiliate thereof, will not be so disregarded if the pledgee shall establish, establishes to the satisfaction of the Trustee, Warrant Agent the pledgee’s 's right to vote such Notes, sign consents, requisitions or other instruments or take such other actions Warrants in his its discretion free from the control of the Issuer WorldHeart or any of its Subsidiariesan affiliate thereof.

Meaning of outstanding. Every Note issued, authenticated Debenture certified and delivered in accordance with this Indenture by the Trustee hereunder shall be deemed to be outstanding until it is cancelled cancelled, converted or redeemed or delivered to the Trustee for cancellation cancellation, conversion or redemption for monies or a new Note is issued in substitution for it pursuant to Section 2.10 and/or Common Shares, as the case may be, or the payment for redemption thereof shall have been set aside under Section 5.79.2, provided that: (a) Debentures which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof; (b) when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes Debentures shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer or any of its Subsidiaries Company shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders holders of Debentures present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer or any of its Subsidiaries Company shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Trustee the pledgee’s right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer Company or any a Subsidiary of its Subsidiariesthe Company.

Meaning of outstanding. Every Note issued, authenticated certified and delivered in accordance with this Indenture by the Trustee hereunder shall be deemed to be outstanding until it is cancelled cancelled, converted or redeemed or delivered to the Trustee for cancellation or redemption for monies or a new Note is issued in substitution for it pursuant to Section 2.10 cancellation, or the payment for redemption thereof shall have been set aside under Section 5.77.2, provided that: (a) Notes which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof; (b) when a new Note Notes has been issued in substitution for a Note which has been lost, stolen or destroyed, only one of such Notes shall be counted for the purpose of determining the aggregate principal amount of Notes outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofNoteholders, Notes owned directly or indirectly, legally or equitably, by the Issuer or any of its Subsidiaries Corporation shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders holders of Notes present or represented at any meeting of HoldersNoteholders, only the Notes in respect of which the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and; (ii) Notes so owned which have been pledged in good faith other than to the Issuer or any of its Subsidiaries Corporation shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Trustee the pledgee’s right to vote such Notes, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer Corporation or a Subsidiary of the Corporation; and (iii) as at the date hereof, neither the Corporation nor any Subsidiary of its Subsidiariesthe Corporation holds any Notes.

Meaning of outstanding. Every Note issued, authenticated Debenture certified and delivered in accordance with this Indenture by the Trustee hereunder shall be deemed to be outstanding until it is cancelled cancelled, converted or redeemed or delivered to the Trustee for cancellation cancellation, conversion or redemption or monies for monies or a new Note is issued in substitution for it pursuant to Section 2.10 or the payment for redemption thereof shall have been set aside under Section 5.7in accordance with this Indenture, provided that: (a) Debentures which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof; (b) when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes the new Debenture shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of at any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer or Corporation and any Subsidiary of its Subsidiaries the Corporation shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Trustee shall be protected in acting and relying on any such vote, consent, requisition or other instrument or action, or on the Holders Debentureholders present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which the Trustee has received knows are so owned based solely on an Officers’ Officer’s Certificate confirming that detailing the Issuer and/or one particulars and registrations of any Debentures owned directly or more indirectly, legally or equitably by the Corporation or any Subsidiary of its Subsidiaries are the only Holders Corporation shall be so disregarded; and; (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer Corporation or any a Subsidiary of its Subsidiaries the Corporation shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Trustee the pledgee’s right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer Corporation or any a Subsidiary of its Subsidiariesthe Corporation; and (iii) Debentures so owned shall not be disregarded if they are the only Debentures outstanding.

Meaning of outstanding. Every Note issued, authenticated and delivered in accordance with this Indenture shall be deemed to be outstanding until it is cancelled or redeemed or delivered to the Trustee for cancellation or redemption for monies or a new Note is issued in substitution for it pursuant to Section 2.10 2.11 or the payment for redemption thereof shall have been set aside under Section 5.7, provided that: (a) when a new Note has been issued in substitution for a Note which has been lost, stolen or destroyed, only one of such Notes shall be counted for the purpose of determining the aggregate principal amount of Notes outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders of outstanding Notes of any series to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereof, Notes owned directly or indirectly, legally or equitably, by the Issuer or any of its Subsidiaries shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, resolution, requisition or other instrument or action, or on the Holders present or represented at any meeting of Holders, only the Notes in respect of which the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries are the only Holders shall be so disregarded; and (ii) Notes so owned which have been pledged in good faith other than to the Issuer or any of its Subsidiaries shall not be so disregarded if the pledgee shall establish, to the satisfaction of the Trustee, the pledgee’s right to vote such Notes, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer or any of its Subsidiaries.

Meaning of outstanding. Every Note Debt Security issued, authenticated certified and delivered in accordance with this Indenture shall be deemed to be outstanding until it is cancelled cancelled, converted or redeemed or delivered to the Indenture Trustee for cancellation or redemption for monies or a new Note Debt Security is issued in substitution for it pursuant to Section 2.10 or the payment for redemption thereof shall have been set aside under Section 5.74.7, provided that: (a) when a new Note Debt Security has been issued in substitution for a Note Debt Security which has been lost, stolen or destroyed, only one of such Notes Debt Securities shall be counted for the purpose of determining the aggregate principal amount of Notes Debt Securities outstanding; (b) Notes Debt Securities which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent that of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debt Securities to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofDebtholders, Notes Debt Securities owned directly or indirectly, legally or equitably, by the Issuer Baytex or any of its Subsidiaries shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Indenture Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders holders of Debt Securities present or represented at any meeting of HoldersDebtholders, only the Notes in respect of Debt Securities which the Indenture Trustee has received an Officers’ a Certificate confirming that the Issuer and/or one or more of its Subsidiaries are the only Holders Baytex shall be so disregarded; and (ii) Notes Debt Securities so owned which have been pledged in good faith other than to the Issuer Baytex or any of its Subsidiaries shall not be so disregarded if the pledgee shall establish, by providing the relevant documentation and/or evidence to the satisfaction of the Indenture Trustee, the pledgee’s 's right to vote such NotesDebt Securities, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer Baytex or any of its Subsidiaries. The Indenture Trustee shall rely on the advice of Counsel or an Officers' Certificate and shall have no liability for actions taken in reliance thereon.

Meaning of outstanding. Every Note issued, authenticated Debenture certified and delivered in accordance with this Indenture by the Trustees hereunder shall be deemed to be outstanding until it is cancelled cancelled, converted or redeemed or delivered to the Trustee Trustees for cancellation cancellation, conversion or redemption or monies and/or Common Shares, as the case may be, for monies or a new Note is issued in substitution for it pursuant to Section 2.10 or the payment for redemption thereof shall have been set aside under Section 5.79.2, provided that: (a) Debentures which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof; (b) when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes Debentures shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer Corporation or any of its Subsidiaries affiliates shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Trustee Trustees shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders holders of Debentures present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries Trustees knows are the only Holders so owned shall be so disregarded; and (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer Corporation or any of its Subsidiaries affiliates shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Trustees the pledgee’s right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer Corporation or any of its Subsidiariesaffiliates.

Meaning of outstanding. Every Note issued, authenticated Debenture certified and delivered in accordance with this Indenture by the Trustee hereunder shall be deemed to be outstanding until it is cancelled cancelled, converted or redeemed or delivered to the Trustee for cancellation cancellation, conversion or redemption or monies and/or Common Shares, as the case may be, for monies or a new Note is issued in substitution for it pursuant to Section 2.10 or the payment for redemption thereof shall have been set aside under Section 5.79.2, provided that: (a) Debentures which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof; (b) when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes Debentures shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer or any of its Subsidiaries Corporation shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders holders of Debentures present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer or any of its Subsidiaries Corporation shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Trustee the pledgee’s 's right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer Corporation or any a Subsidiary of its Subsidiariesthe Corporation.

Meaning of outstanding. Every Subject to Section 7.1, every Note issued, authenticated and delivered in accordance with this Indenture shall be deemed to be outstanding until it is cancelled or redeemed or delivered to the Trustee for cancellation or redemption for monies or a new Note is issued in substitution for it pursuant to Section 2.10 or the payment for redemption thereof shall have been set aside under Section 5.7, 2.14; provided that: (a) when a new Note has been issued in substitution for a Note which has been lost, stolen or destroyed, only one of such Notes shall be counted for the purpose of determining the aggregate principal amount of Notes outstanding; (b) Notes which have been partially redeemed or purchased repurchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders of outstanding Notes of any series to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofHolders, Notes owned directly or indirectly, legally or equitably, by the Issuer Issuer, any of its Subsidiaries or any of its Subsidiaries Affiliates shall be disregarded (unless the Issuer Issuer, one or more of its Subsidiaries and/or one or more of its Subsidiaries Affiliates are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) ), except that: (i) for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, resolution, requisition or other instrument or action, or on the Holders present or represented at any meeting of Holders, only the Notes in respect of which the Trustee has received an Officers’ Officer’s Certificate confirming that the Issuer Issuer, one or more of its Subsidiaries and/or one or more of its Subsidiaries Affiliates are the only Holders shall be so disregarded; and (ii) Notes so owned which have been pledged in good faith other than to the Issuer or any of its Subsidiaries shall not be so disregarded if the pledgee shall establish, to the satisfaction of the Trustee, the pledgee’s right to vote such Notes, sign consents, resolutions, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer Issuer, any of its Subsidiaries or any of its SubsidiariesAffiliates.

Meaning of outstanding. Every Note issued, authenticated Debenture certified and delivered in accordance with this Indenture by the Trustee hereunder shall be deemed to be outstanding until it is cancelled cancelled, converted or redeemed redeemed, or delivered to the Trustee for cancellation cancellation, conversion or redemption redemption, for monies and/or Common Shares, as the case may be, or a new Note is issued in substitution for it pursuant to Section 2.10 or which the payment for redemption thereof shall have been set aside under Section 5.710.2, provided that: (a) Debentures which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof; (b) when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes Debentures shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments instruments, or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer or any of its Subsidiaries Corporation shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders holders of Debentures present or represented at any meeting of Holdersthe Debentureholders, only the Notes in respect of Debentures which the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer or any of its Subsidiaries Corporation shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Trustee the pledgee’s right to vote such NotesDebentures, sign consents, requisitions or other instruments instruments, or take such other actions in his discretion free from the control of the Issuer Corporation or any a Subsidiary of its Subsidiariesthe Corporation.

Meaning of outstanding. Every Note issued, authenticated Debenture certified and delivered in accordance with this Indenture by the Debenture Trustee hereunder shall be deemed to be outstanding until it is cancelled cancelled, converted or redeemed or delivered to the Debenture Trustee for cancellation cancellation, conversion or redemption or monies for monies or a new Note is issued in substitution for it pursuant to Section 2.10 or the payment for redemption thereof shall have been set aside under Section 5.79.2, provided that: (a) Debentures which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof; (b) when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes Debentures shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer or any of its Subsidiaries Corporation shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Debenture Trustee shall be protected in relying on any such vote, consent, requisition acquisition or other instrument or action, or on the Holders holders of Debentures present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which the Debenture Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer or any of its Subsidiaries Corporation shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Debenture Trustee the pledgee’s right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer Corporation or any a Subsidiary of its Subsidiariesthe Corporation.

Meaning of outstanding. Every Note issued, authenticated Debenture certified and delivered in accordance with this Indenture by the Trustee hereunder shall be deemed to be outstanding until it is cancelled cancelled, converted or redeemed or delivered to the Trustee for cancellation cancellation, conversion or redemption for monies or a new Note is issued in substitution for it pursuant to Section 2.10 moneys or Issuer Shares, as the case may be, or the payment for redemption thereof shall have been set aside under Section 5.79.2, provided that: (a) Debentures which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof; (b) when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes the new Debenture shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders Debentureholders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer or any of its Subsidiaries shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders Debentureholders present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer or any a Subsidiary of its Subsidiaries the Issuer shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Trustee the pledgee’s right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer or any a Subsidiary of its Subsidiariesthe Issuer.

Meaning of outstanding. Every Note issued, authenticated Debenture certified and delivered in accordance with this Indenture by the Corporation and Trustee hereunder shall be deemed to be outstanding until it is shall be cancelled or redeemed or delivered to the Trustee for cancellation or redemption monies for monies or a new Note is issued in substitution for it pursuant to Section 2.10 or the payment for redemption or conversion thereof shall have been set aside under Section 5.7clause 7.2, as the case may be, provided that: (a) Debentures which have been partially converted shall be deemed to be outstanding only to the extent of the unconverted part of the principal amount thereof; (b) when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes Debentures shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereof, Notes Debentures owned directly or indirectly, legally or equitably, equitably by the Issuer Corporation or any of its Subsidiaries Subsidiary shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders present or represented at any meeting of Holders, only the Notes in respect of Debentures which the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer Corporation or any of its Subsidiaries a Subsidiary shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Trustee the pledgee’s 's right to vote such Notes, sign consents, requisitions or other instruments or take such other actions Debentures in his discretion free from the control of the Issuer Corporation or any of its SubsidiariesSubsidiary.

Meaning of outstanding. Every Note issued, authenticated Debenture certified and delivered in accordance with this Indenture by the Trustee hereunder shall be deemed to be outstanding until it is cancelled cancelled, converted or redeemed or delivered to the Trustee for cancellation cancellation, conversion or redemption and monies and/or Common Shares, as the case may be, for monies or a new Note is issued in substitution for it pursuant to Section 2.10 or the payment for redemption thereof shall have been set aside under Section 5.7ARTICLE IX, provided that: (a) Debentures which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof; (b) when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes Debentures shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer or any of its Subsidiaries Corporation shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders holders of Debentures present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which are certified by the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries are the only Holders Corporation as being so owned shall be so disregarded; and; (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer Corporation or any a Subsidiary of its Subsidiaries the Corporation shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Trustee the pledgee’s 's right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer Corporation or a Subsidiary of the Corporation; (iii) for the purposes of disregarding any Debentures owned legally or beneficially by the Corporation or any Subsidiary, the Corporation shall provide to the Trustee, at the request of its Subsidiariesthe Trustee, from time to time, an Officer's Certificate setting forth as at the date of such certificate: (A) the names of the registered holders of Debentures which, to the knowledge of the Corporation, are owned, directly or indirectly, legally or equitably by the Corporation or any Subsidiary; and (B) the principal amount of Debentures owned legally and beneficially by each of such holders; and the Trustee in making such determination shall be entitled to rely upon such certificate; and (iv) Debentures so owned shall not be disregarded if they are the only Debentures outstanding.

Meaning of outstanding. 1.2 Every Note issued, authenticated Debenture certified and delivered in accordance with this Indenture by the Trustee hereunder shall be deemed to be outstanding until it is shall be cancelled or redeemed or delivered to the Trustee for cancellation or redemption money for monies or a new Note is issued in substitution for it pursuant to Section 2.10 or the payment for or redemption thereof shall have been set aside under Section 5.7, provided that: (a) 1.2.1 Debentures which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof; 1.2.2 when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes Debentures shall be counted for the purpose of determining the aggregate principal amount of Notes outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed outstanding pursuant to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereofDebentures; and (c) 1.2.3 for the purposes of any provision of this Indenture indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indentureindenture, or to constitute a quorum of any meeting of Holders thereof, Notes Debentures owned directly or indirectly, legally or equitably, equitably by the Issuer or any of its Subsidiaries Corporation shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) 1.2.3.1 for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders present or represented at any meeting of Holders, action only the Notes in respect of Debentures which the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and (ii) Notes 1.2.3.2 Debentures so owned which have been pledged in good faith faith, other than to the Issuer or any of its Subsidiaries Corporation shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Trustee the pledgee’s right to vote such Notes, sign consents, requisitions or other instruments or take such other actions Debentures in his discretion free from the control of the Issuer or any of its SubsidiariesCorporation.

Meaning of outstanding. Every Note issued, authenticated Debenture certified and delivered in accordance with this by the Indenture Trustee hereunder shall be deemed to be outstanding until it is shall be cancelled or redeemed converted or delivered to the Indenture Trustee for cancellation or redemption conversion or moneys or Common Shares or other securities or property, as the case may be, for monies or a new Note is issued in substitution for it pursuant to Section 2.10 or the payment for redemption thereof shall have been set aside under Section 5.78.2, provided that: (a) Debentures which have been partially purchased or converted shall be deemed to be outstanding only to the extent of the unpurchased or unconverted part of the principal amount thereof; (b) when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes Debentures shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer or any of its Subsidiaries Corporation shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Indenture Trustee shall be protected in relying on any such vote, consent, requisition acquisition or other instrument or action, or on the Holders Debentureholders present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which the Indenture Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer or any of its Subsidiaries shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Indenture Trustee the pledgee’s right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his his, her or its discretion free from the control of the Issuer or any of its SubsidiariesCorporation and the pledgee’s intention to exercise such right.

Meaning of outstanding. Every Note issued, authenticated Debenture Authenticated and delivered in accordance with this Indenture by the Trustee hereunder shall be deemed to be outstanding until it is cancelled cancelled, converted or redeemed or delivered to the Trustee for cancellation cancellation, conversion or redemption or monies and/or Common Shares, as the case may be, for monies or a new Note is issued in substitution for it pursuant to Section 2.10 or the payment for redemption thereof shall have been set aside under Section 5.79.2, provided that: (a) Debentures which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof; (b) when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes Debentures shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer or any of its Subsidiaries Corporation shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders holders of Debentures present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer or any of its Subsidiaries Corporation shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Trustee the pledgee’s right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer Corporation or any a Subsidiary of its Subsidiariesthe Corporation.

Meaning of outstanding. Every Note issued, authenticated certified and delivered in accordance with this Indenture by the Note Trustee hereunder shall be deemed to be outstanding until it is cancelled or cancelled, converted, redeemed or delivered to the Note Trustee for cancellation cancellation, conversion or redemption and monies and/or Shares, as the case may be, for monies or a new Note is issued in substitution for it pursuant to Section 2.10 or the payment for redemption thereof shall have been set aside under Section 5.7Article 8, provided that: (a) Notes which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof; (b) when a new Note has been issued in substitution for a Note which has been lost, stolen or destroyed, only one of such Notes Note shall be counted for the purpose of determining the aggregate principal amount of Notes outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofNoteholders, Notes owned directly or indirectly, legally or equitably, by the Issuer Corporation or any a Subsidiary of its Subsidiaries the Corporation shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Note Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders holders of Notes present or represented at any meeting of HoldersNoteholders, only the Notes in respect of which the Note Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and; (ii) Notes so owned which have been pledged in good faith other than to the Issuer Corporation or any a Subsidiary of its Subsidiaries the Corporation shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Note Trustee the pledgee’s right to vote such Notes, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer Corporation or any a Subsidiary of its Subsidiariesthe Corporation; and (iii) Notes so owned shall not be disregarded if they are the only Notes outstanding.

Meaning of outstanding. Every Note issued, authenticated Debenture certified and delivered in accordance with this Indenture by the Debenture Trustee hereunder shall be deemed to be outstanding until it is cancelled cancelled, converted or redeemed or delivered to the Debenture Trustee for cancellation cancellation, conversion or redemption for monies or a new Note is issued in substitution for it pursuant to Section 2.10 and/or Common Shares, as the case may be, or the payment for redemption thereof shall have been set aside under Section 5.79.2, provided that: (a) Debentures which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof; (b) when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes Debentures shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer Corporation or any a Subsidiary of its Subsidiaries the Corporation shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Debenture Trustee shall be protected in relying on any such vote, consent, requisition acquisition or other instrument or action, or on the Holders holders of Debentures present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which the Debenture Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and; (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer Corporation or any a Subsidiary of its Subsidiaries the Corporation shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Debenture Trustee the pledgee’s 's right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his or her discretion free from the control of the Issuer Corporation or any a Subsidiary of its Subsidiariesthe Corporation; and (iii) Debentures so owned shall not be disregarded if they are the only Debentures outstanding.

Meaning of outstanding. Every Note issued, authenticated Debenture Authenticated and delivered in accordance with this Indenture by the Trustee hereunder shall be deemed to be outstanding until it is cancelled cancelled, converted or redeemed or delivered to the Trustee for cancellation cancellation, conversion or redemption or monies and/or Common Shares, as the case may be, for monies or a new Note is issued in substitution for it pursuant to Section 2.10 or the payment for redemption thereof shall have been set aside under Section 5.79.2, provided that: (a) Debentures which have been partially purchased or converted shall be deemed to be outstanding only to the extent of the unpurchased or unconverted part of the principal amount thereof; (b) when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes Debentures shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; andand‌‌ (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer or any of its Subsidiaries Corporation shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders holders of Debentures present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer or any of its Subsidiaries Corporation shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Trustee the pledgee’s right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer Corporation or any a Subsidiary of its Subsidiariesthe Corporation.

Meaning of outstanding. Every Note issued, authenticated Debenture certified and delivered in accordance with this Indenture by the Trustee hereunder shall be deemed to be outstanding until it is cancelled cancelled, converted or redeemed or delivered to the Trustee for cancellation cancellation, conversion or redemption or monies for monies or a new Note is issued in substitution for it pursuant to Section 2.10 or the payment for redemption thereof shall have been set aside under Section 5.7in accordance with this Indenture, provided that: (a) Debentures which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof; (b) when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes the new Debenture shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of at any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer Corporation or any Subsidiary of its Subsidiaries the Corporation shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Trustee shall be protected in acting and relying on any such vote, consent, requisition or other instrument or action, or on the Holders Debentureholders present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which the Trustee has received knows are so owned based solely on an Officers’ Officer's Certificate confirming that detailing the Issuer and/or one particulars and registrations of any Debentures owned directly or more indirectly, legally or equitably by the Corporation or any Subsidiary of its Subsidiaries are the only Holders Corporation shall be so disregarded; and; (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer Corporation or any a Subsidiary of its Subsidiaries the Corporation shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Trustee the pledgee’s 's right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer Corporation or any a Subsidiary of its Subsidiariesthe Corporation; and (iii) Debentures so owned shall not be disregarded if they are the only Debentures outstanding.

Meaning of outstanding. Every Note issued, authenticated Debenture certified and delivered in accordance with this Indenture by the Trustee hereunder shall be deemed to be outstanding until it is cancelled or redeemed or delivered to the Trustee for cancellation or redemption for monies or a new Note is issued in substitution for it pursuant to Section 2.10 cancellation, or the payment for redemption thereof shall have been set aside under Section 5.79.2, provided that: (a) Debentures which have been partially purchased shall be deemed to be outstanding only to the extent of the unpurchased part of the principal amount thereof; (b) when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes Debentures shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer or any of its Subsidiaries Corporation shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders holders of Debentures present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer or any of its Subsidiaries Corporation shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Trustee the pledgee’s right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer Corporation or any a Subsidiary of its Subsidiariesthe Corporation.

Meaning of outstanding. Every Note issued, authenticated Debenture that is Authenticated and delivered in accordance with this Indenture or electronically deposited by the Trustee shall be deemed to be outstanding until it is cancelled cancelled, converted or redeemed or delivered to the Trustee for cancellation cancellation, conversion or redemption for monies or a new Note is issued in substitution for it pursuant to Section 2.10 and/or Conversion Shares, as the case may be, or the payment for redemption thereof shall have been set aside under Section 5.710.2, provided that: (a) Debentures which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof; (b) when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes Debentures shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer Company or any of its Subsidiaries shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders holders of Debentures present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer or any of its Subsidiaries Company shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Trustee the pledgee’s 's right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer Company or any a Subsidiary of its Subsidiariesthe Company.

Meaning of outstanding. Every Note issued, authenticated Debenture certified and delivered in accordance with this Indenture by the Trustee or every Uncertificated Debenture authenticated by the Trustee by completing its Internal Procedures hereunder shall be deemed to be outstanding until it is cancelled cancelled, converted or redeemed or delivered to the Trustee for cancellation cancellation, conversion or redemption for monies or a new Note is issued in substitution for it pursuant to Section 2.10 and/or Subordinate Voting Shares, as the case may be, or the payment for redemption thereof shall have been set aside under Section 5.79.2, provided that: (a) Debentures which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof; (b) when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes Debentures shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer or any of its Subsidiaries Corporation shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders holders of Debentures present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer or any of its Subsidiaries Corporation shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Trustee the pledgee’s right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his its discretion free from the control of the Issuer Corporation or any a Subsidiary of its Subsidiariesthe Corporation.

Meaning of outstanding. Every Note issued, authenticated Debenture certified and delivered in accordance with this by the Indenture Trustee hereunder shall be deemed to be outstanding until it is cancelled cancelled, converted or redeemed or delivered to the Indenture Trustee for cancellation cancellation, conversion or redemption or monies and/or Common Shares or other securities or property, as the case may be, for monies or a new Note is issued in substitution for it pursuant to Section 2.10 or the payment for redemption thereof shall have been set aside under Section 5.79.2, provided that: (a) Debentures which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof; (b) when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes Debentures shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or directly, indirectly, legally or equitably, equitably by the Issuer or any of its Subsidiaries Corporation shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Indenture Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders Debentureholders present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which the Indenture Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer or any of its Subsidiaries Corporation shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Indenture Trustee the pledgee’s 's right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his his, her or its discretion free from the control of the Issuer or any of its SubsidiariesCorporation and the pledgee's intention to exercise such right.

Meaning of outstanding. Every Note issued, authenticated Debenture certified and delivered in accordance with this Indenture by the Trustee or every Uncertificated Debenture authenticated by the Trustee by completing its Internal Procedures hereunder shall be deemed to be outstanding until it is cancelled cancelled, converted or redeemed or delivered to the Trustee for cancellation cancellation, conversion or redemption for monies or a new Note is issued in substitution for it pursuant to Section 2.10 and/or the Underlying Securities, as the case may be, or the payment for redemption thereof shall have been set aside under Section 5.79.2, provided that: (a) Debentures which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof; (b) when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes Debentures shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer or any of its Subsidiaries Corporation shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders holders of Debentures present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer or any of its Subsidiaries Corporation shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Trustee the pledgee’s 's right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer Corporation or any a Subsidiary of its Subsidiariesthe Corporation.

Meaning of outstanding. Every Note issued, authenticated Debenture certified and delivered in accordance with this Indenture by the Trustee hereunder shall be deemed to be outstanding until it is cancelled cancelled, converted or redeemed or delivered to the Trustee for cancellation cancellation, conversion or redemption for monies or a new Note is issued in substitution for it pursuant to Section 2.10 monies, as the case may be, or the payment for redemption thereof shall have been set aside under Section 5.78.2, provided that: (a) Debentures which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof; (b) when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes Debentures shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer or any of its Subsidiaries Corporation shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders holders of Debentures present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and; (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer or any of its Subsidiaries Corporation shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Trustee the pledgee’s right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer Corporation or a Subsidiary of the Corporation; and (iii) as at the date hereof, neither the Corporation nor any of its SubsidiariesSubsidiary holds any Debentures.

Meaning of outstanding. (1) Every Note issued, authenticated Debenture certified and delivered in accordance with this Indenture by the Trustee hereunder shall be deemed to be outstanding until it is cancelled cancelled, converted or redeemed or delivered to the Trustee for cancellation cancellation, conversion or redemption for monies or a new Note is issued in substitution for it pursuant to Section 2.10 and/or Common Shares, as the case may be, or the payment for redemption thereof shall have been set aside under Section 5.78.2, provided that: (a) Debentures which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof; (b) when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes Debentures shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer or any of its Subsidiaries Corporation shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders holders of Debentures present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer or any of its Subsidiaries Corporation shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Trustee the pledgee’s right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer Corporation or any a Subsidiary of its Subsidiariesthe Corporation.

Meaning of outstanding. Every Note issued, authenticated Debenture certified and delivered in accordance with this Indenture by the Trustee hereunder shall be deemed to be outstanding until it is cancelled cancelled, converted or redeemed or delivered to the Trustee for cancellation cancellation, conversion or redemption for monies or a new Note is issued in substitution for it pursuant to Section 2.10 and/or Common Shares, as the case may be, or the payment for redemption thereof shall have been set aside under Section 5.79.2, provided that: (a) Debentures which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof; (b) when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes Debentures shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer or any of its Subsidiaries Corporation shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders holders of Debentures present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and; (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer or any of its Subsidiaries Corporation shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Trustee the pledgee’s right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer Corporation or a Subsidiary of the Corporation; and (iii) as at the date hereof, neither the Corporation nor any of its SubsidiariesSubsidiary holds any Debentures.

Meaning of outstanding. Every Note issued, authenticated Debenture certified and delivered in accordance with this Indenture by the Trustee hereunder shall be deemed to be outstanding until it is cancelled cancelled, converted or redeemed or delivered to the Trustee for cancellation cancellation, conversion or redemption for monies or a new Note is issued in substitution for it pursuant to Section 2.10 and/or Units, as the case may be, or the payment for redemption thereof shall have been set aside under Section 5.79.2, provided that: (a) : Debentures which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof; when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes Debentures shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) and for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer or any of its Subsidiaries Corporation shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) : for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders holders of Debentures present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer or any of its Subsidiaries Corporation shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Trustee the pledgee’s 's right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer Corporation or a Subsidiary of the Corporation; and as at the date hereof, neither the Corporation nor any of its SubsidiariesSubsidiary holds any Debentures.

Meaning of outstanding. Every Note issued, authenticated certified and delivered in accordance with this Indenture by the Trustee hereunder shall be deemed to be outstanding until it is cancelled cancelled, converted or redeemed or delivered to the Trustee for cancellation cancellation, conversion or redemption or monies and/or Common Shares, as the case may be, for monies or a new Note is issued in substitution for it pursuant to Section 2.10 or the payment for redemption thereof shall have been set aside under Section 5.78.2, provided that: (a) Notes which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof; (b) when a new Note has been issued in substitution for a Note which has been lost, stolen or destroyed, only one of such Notes shall be counted for the purpose of determining the aggregate principal amount of Notes outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofNoteholders, Notes owned directly or indirectly, legally or equitably, by the Issuer or any of its Subsidiaries Corporation shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders holders of Notes present or represented at any meeting of HoldersNoteholders, only the Notes in respect of which the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and (ii) Notes so owned which have been pledged in good faith other than to the Issuer or any of its Subsidiaries Corporation shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Trustee the pledgee’s right to vote such Notes, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer Corporation or any a Subsidiary of its Subsidiariesthe Corporation.

Meaning of outstanding. Every Note issued, authenticated Debenture certified and delivered in accordance with this Indenture by the Trustee hereunder shall be deemed to be outstanding until it is cancelled cancelled, converted or redeemed or delivered to the Trustee for cancellation cancellation, conversion or redemption or monies for monies or a new Note is issued in substitution for it pursuant to Section 2.10 or the payment for redemption thereof shall have been set aside under Section 5.7in accordance with this Indenture, provided that: (a) Debentures which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof; (b) when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes the new Debenture shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of at any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer Corporation or any Subsidiary of its Subsidiaries the Corporation shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Trustee shall be protected in acting and relying on any such vote, consent, requisition or other instrument or action, or on the Holders Debentureholders present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which the Trustee has received knows are so owned based solely on an Officers’ Officer’s Certificate confirming that detailing the Issuer and/or one particulars and registrations of any Debentures owned directly or more indirectly, legally or equitably by the Corporation or any Subsidiary of its Subsidiaries are the only Holders Corporation shall be so disregarded; and; (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer Corporation or any a Subsidiary of its Subsidiaries the Corporation shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Trustee the pledgee’s right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer Corporation or any a Subsidiary of its Subsidiariesthe Corporation; and (iii) Debentures so owned shall not be disregarded if they are the only Debentures outstanding.

Meaning of outstanding. Every Note issued, authenticated Debenture certified and delivered in accordance with this Indenture by the Debenture Trustee hereunder shall be deemed to be outstanding until it is cancelled or cancelled, converted, redeemed or delivered to the Debenture Trustee for cancellation cancellation, redemption or redemption conversion and monies and/or Common Shares, as the case may be, for monies or a new Note is issued in substitution for it pursuant to Section 2.10 or the payment for redemption thereof shall have been set aside under Section 5.7Article 7, provided that: (a) Debentures which have been partially purchased, redeemed or converted shall be deemed to be outstanding only to the extent of the unpurchased, unredeemed or unconverted part of the principal amount thereof; (b) when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes Debentures shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer or any of its Subsidiaries Friday Night shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Debenture Trustee shall be protected in relying on any such vote, consent, requisition acquisition or other instrument or action, or on the Holders holders of Debentures present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which the Debenture Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer or any of its Subsidiaries Friday Night shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Debenture Trustee the pledgee’s 's right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer or any of its SubsidiariesFriday Night.

Meaning of outstanding. Every Note issued, authenticated Debenture certified and delivered in accordance with this Indenture by the Debenture Trustee hereunder shall be deemed to be outstanding until it is cancelled cancelled, converted or redeemed or delivered to the Debenture Trustee for cancellation cancellation, conversion or redemption for monies and/or Trust Units, as the case may be, or a new Note is issued in substitution for it pursuant to Section 2.10 or until the payment for redemption thereof shall have been set aside under Section 5.79.2, provided that: (a) Debentures which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof; (b) when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes Debentures shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer or any of its Subsidiaries Trust shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Debenture Trustee shall be protected in relying on any such vote, consent, requisition acquisition or other instrument or action, or on the Holders holders of Debentures present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which the Debenture Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer or any of its Subsidiaries Trust shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Debenture Trustee the pledgee’s 's right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer Trust or any a Subsidiary of its Subsidiariesthe Trust.

Meaning of outstanding. Every Note issued, authenticated Debenture certified and delivered in accordance with this Indenture by the Debenture Trustee hereunder shall be deemed to be outstanding until it is cancelled cancelled, converted or redeemed or delivered to the Debenture Trustee for cancellation cancellation, conversion or redemption for monies or a new Note is issued in substitution for it pursuant to Section 2.10 and/or Trust Units, as the case may be, or the payment for redemption thereof shall have been set aside under Section 5.79.2, provided that: (a) Debentures which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof; (b) when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes Debentures shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer or any of its Subsidiaries Trust shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Debenture Trustee shall be protected in relying on any such vote, consent, requisition acquisition or other instrument or action, or on the Holders holders of Debentures present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which the Debenture Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer or any of its Subsidiaries Trust shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Debenture Trustee the pledgee’s 's right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer Trust or any a Subsidiary of its Subsidiariesthe Trust.

Meaning of outstanding. Every Note issued, authenticated Debenture certified and delivered in accordance with this Indenture by the Debenture Trustee hereunder shall be deemed to be outstanding until it is cancelled cancelled, converted or redeemed or delivered to the Debenture Trustee for cancellation or redemption for monies or a new Note is issued in substitution for it pursuant to Section 2.10 moneys, as the case may be, or the payment for redemption thereof shall have been set aside under Section 5.79.2, provided that: (a) when a new Note has been issued in substitution for a Note which has been lost, stolen or destroyed, only one of such Notes shall be counted for the purpose of determining the aggregate principal amount of Notes outstanding; (b) Notes Debentures which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; (b) when a new Debenture has been issued in substitution for a Debenture which has been lost, stolen or destroyed, only one of such Debentures shall be counted for the purpose of determining the aggregate principal amount of Debentures outstanding; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments instrument or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer Company or any a Subsidiary of its Subsidiaries the Company shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Debenture Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders holders of Debentures present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which the Debenture Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and; (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer Company or any a Subsidiary of its Subsidiaries the Company shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Debenture Trustee the pledgee’s right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his or her discretion free from the control of the Issuer Company or any a Subsidiary of its Subsidiariesthe Company; and (iii) Debentures so owned shall not be disregarded if they are the only Debentures outstanding.

Meaning of outstanding. Every Note issued, authenticated Debenture certified and delivered in accordance with this Indenture by the Trustee hereunder shall be deemed to be outstanding until it is cancelled cancelled, converted or redeemed or delivered to the Trustee for cancellation cancellation, conversion or redemption for monies or a new Note is issued in substitution for it pursuant to Section 2.10 moneys or Trust Units, as the case may be, or the payment for redemption thereof shall have been set aside under Section 5.710.2, provided that: (a) Debentures which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof; (b) when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes the new Debenture shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders Debentureholders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer or any of its Subsidiaries Trust shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders Debentureholders present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer Trust or any a Subsidiary of its Subsidiaries the Trust shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Trustee the pledgee’s 's right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer Trust or any a Subsidiary of its Subsidiariesthe Trust.

Meaning of outstanding. Every Note issued, authenticated Debenture certified and delivered in accordance with this Indenture by the Trustee hereunder shall be deemed to be outstanding until it is cancelled cancelled, converted or redeemed or delivered to the Trustee for cancellation cancellation, conversion or redemption for monies or a new Note is issued in substitution for it pursuant to Section 2.10 and/or Common Shares, as the case may be, or the payment for redemption thereof shall have been set aside under Section 5.79.5, provided that: (a) Debentures which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof; (b) when a new Note Debenture Certificate has been issued in substitution for a Note Debenture Certificate which has been lost, stolen or destroyed, only one of such Notes Debenture Certificates shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer or any of its Subsidiaries Corporation shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders holders of Debentures present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and; (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer or any of its Subsidiaries Corporation shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Trustee the pledgee’s right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer Corporation or a Subsidiary of the Corporation; and (iii) as at the date hereof, neither the Corporation nor any of its SubsidiariesSubsidiary holds any Debentures.

Meaning of outstanding. Every Note issued, authenticated Debenture certified and delivered in accordance with this by the Indenture Trustee hereunder shall be deemed to be outstanding until it is cancelled shall be cancelled, converted or redeemed or delivered to the Indenture Trustee for cancellation cancellation, conversion or redemption or moneys and/or Common Shares or other securities or property, as the case may be, for monies or a new Note is issued in substitution for it pursuant to Section 2.10 or the payment for redemption thereof shall have been set aside under Section 5.79.2, provided that: (a) Debentures which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof; (b) when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes Debentures shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer or Corporation (but excluding, for greater certainty, Debentures owned by any Subsidiary of its Subsidiaries the Corporation) shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Indenture Trustee shall be protected in relying on any such vote, consent, requisition acquisition or other instrument or action, or on the Holders holders of Debentures present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which the Indenture Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer or any of its Subsidiaries shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Indenture Trustee the pledgee’s 's right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer or any of its Subsidiaries.Corporation.‌

Meaning of outstanding. ‌ Every Note issued, authenticated Debenture certified and delivered in accordance with this Indenture by the Trustee or every Uncertificated Debenture authenticated by the Trustee by completing its Internal Procedures hereunder shall be deemed to be outstanding until it is cancelled cancelled, converted or redeemed or delivered to the Trustee for cancellation cancellation, conversion or redemption for monies or a new Note is issued in substitution for it pursuant to Section 2.10 and/or Common Shares, as the case may be, or the payment for redemption thereof shall have been set aside under Section 5.79.2, provided that: (a) Debentures which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof; (b) when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes Debentures shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer or any of its Subsidiaries Corporation shall be disregarded (unless and the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount Corporation shall provide a list of such series of Notes at aforementioned holdings to the time outstanding in which case they shall not be disregardedTrustee, upon request) except that: (i) for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders holders of Debentures present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer or any of its Subsidiaries Corporation shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Trustee the pledgee’s right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his its discretion free from the control of the Issuer Corporation or any a Subsidiary of its Subsidiariesthe Corporation.

Meaning of outstanding. Every Note issued, authenticated Debenture certified and delivered in accordance with this Indenture by the Debenture Trustee hereunder shall be deemed to be outstanding until it is cancelled cancelled, converted or redeemed or delivered to the Debenture Trustee for cancellation or redemption for monies or a new Note is issued in substitution for it pursuant to Section 2.10 moneys, as the case may be, or the payment for redemption thereof shall have been set aside under Section 5.79.2, provided that: (a) when a new Note has been issued in substitution for a Note which has been lost, stolen or destroyed, only one of such Notes shall be counted for the purpose of determining the aggregate principal amount of Notes outstanding; (b) Notes Debentures which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; (b) when a new Debenture has been issued in substitution for a Debenture which has been lost, stolen or destroyed, only one of such Debentures shall be counted for the purpose of determining the aggregate principal amount of Debentures outstanding; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments instrument or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer Company or any a Subsidiary of its Subsidiaries the Company shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Debenture Trustee shall be protected in relying on any such vote, consent, requisition acquisition or other instrument or action, or on the Holders holders of Debentures present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which the Debenture Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and; (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer Company or any a Subsidiary of its Subsidiaries the Company shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Debenture Trustee the pledgee’s right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his or her discretion free from the control of the Issuer Company or any a Subsidiary of its Subsidiariesthe Company; and (iii) Debentures so owned shall not be disregarded if they are the only Debentures outstanding.

Meaning of outstanding. Every Note issued, authenticated Debenture certified and delivered in accordance with this Indenture by the Debenture Trustee hereunder shall be deemed to be outstanding until it is cancelled cancelled, converted or redeemed or delivered to the Debenture Trustee for cancellation cancellation, conversion or redemption or monies and/or Units, as the case may be for monies or a new Note is issued in substitution for it pursuant to Section 2.10 or the payment for redemption thereof shall have been set aside under Section 5.79.2, provided that: (a) Debentures which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof; (b) when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes Debentures shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer or any of its Subsidiaries Trust shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Debenture Trustee shall be protected in acting and relying on any such vote, consent, requisition acquisition or other instrument or action, or on the Holders holders of Debentures present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which the Debenture Trustee has received knows are so owned based solely on an Officers’ Officer's Certificate confirming that detailing the Issuer and/or one particulars and registrations of any Debentures owned directly or more of its Subsidiaries are indirectly, legally or equitably by the only Holders Trust or any Subsidiary shall be so disregarded; and; (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer Trust or any of its Subsidiaries a Subsidiary shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Debenture Trustee the pledgee’s 's right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer Trust or any a Subsidiary of its Subsidiariesthe Trust; and (iii) Debentures so owned shall not be disregarded if they are the only Debentures outstanding.

Meaning of outstanding. Every Note issued, authenticated Debenture certified and delivered in accordance with this Indenture by the Trustee hereunder shall be deemed to be outstanding until it is cancelled cancelled, converted or redeemed or delivered to the Trustee for cancellation cancellation, conversion or redemption for or monies or a new Note is issued in substitution for it pursuant to Section 2.10 and/or Trust Units, as the case may be, or the payment for redemption thereof shall have been set aside under Section 5.79.2, provided that: (a) Debentures which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof; (b) when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes Debentures shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer or any of its Subsidiaries Trust shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders holders of Debentures present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer or any of its Subsidiaries Trust shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Trustee the pledgee’s 's right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer Trust or any a Subsidiary of its Subsidiariesthe Trust.

Meaning of outstanding. Every Note issued, authenticated Debenture certified and delivered in accordance with this Indenture by the Trustee or every Uncertificated Debenture authenticated by the Trustee by completing their Internal Procedures hereunder shall be deemed to be outstanding until it is cancelled cancelled, converted or redeemed or delivered to the Trustee for cancellation cancellation, conversion or redemption for monies or a new Note is issued in substitution for it pursuant to Section 2.10 and/or Common Shares, as the case may be, or the payment for redemption thereof shall have been set aside under Section 5.78.2, provided that: (a) Debentures which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof; (b) when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes Debentures shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer or any of its Subsidiaries Corporation shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders holders of Debentures present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer or any of its Subsidiaries Corporation shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Trustee the pledgee’s right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer Corporation or any a Subsidiary of its Subsidiariesthe Corporation.

Meaning of outstanding. Every Note issued, authenticated Debenture certified and delivered in accordance with this Indenture by the Debenture Trustee hereunder shall be deemed to be outstanding until it is cancelled cancelled, converted or redeemed or delivered to the Debenture Trustee for cancellation cancellation, conversion or redemption or moneys or Common Shares, as the case may be, for monies or a new Note is issued in substitution for it pursuant to Section 2.10 or which the payment for redemption thereof of the Debentures shall have been set aside under Section 5.79.2, provided that: (a) Debentures which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof; (b) when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes the new Debenture shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Trust Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Trust Indenture, or to constitute a quorum of at any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer Corporation or any Subsidiary of its Subsidiaries the Corporation shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Debenture Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders holders of Debentures present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which the Debenture Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer Corporation or any a Subsidiary of its Subsidiaries the Corporation shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Debenture Trustee the pledgee’s right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his or her discretion free from the control of the Issuer Corporation or any a Subsidiary of its Subsidiariesthe Corporation. (d) The Corporation shall, forthwith following a request in writing from the Debenture Trustee, provide the Debenture Trustee with an Officer’s Certificate confirming the principal amount of outstanding Debentures owned directly or indirectly, legally or equitably, by the Corporation and each Subsidiary of the Corporation.

Meaning of outstanding. Every Note issued, authenticated Debenture certified and delivered in accordance with this Indenture by the Trustee hereunder shall be deemed to be outstanding until it is cancelled cancelled, converted or redeemed or delivered to the Trustee for cancellation cancellation, conversion or redemption and monies and/or Common Shares, as the case may be, for monies or a new Note is issued in substitution for it pursuant to Section 2.10 or the payment for redemption thereof shall have been set aside under Section 5.7Article 9, provided that: (a) Debentures which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof; (b) when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes Debentures shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer or any of its Subsidiaries Corporation shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders holders of Debentures present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which are certified by the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries are the only Holders Corporation as being so owned shall be so disregarded; and; (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer Corporation or any a Subsidiary of its Subsidiaries the Corporation shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Trustee the pledgee’s 's right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer Corporation or a Subsidiary of the Corporation; (iii) for the purposes of disregarding any Debentures owned legally or beneficially by the Corporation or any Subsidiary, the Corporation shall provide to the Trustee, at the request of its Subsidiariesthe Trustee, from time to time, an Officer's Certificate setting forth as at the date of such certificate: (A) the names of the registered holders of Debentures which, to the knowledge of the Corporation, are owned, directly or indirectly, legally or equitably by the Corporation or any Subsidiary; and (B) the principal amount of Debentures owned legally and beneficially by each of such holders; and the Trustee in making such determination shall be entitled to rely upon such certificate; and (iv) Debentures so owned shall not be disregarded if they are the only Debentures outstanding.

Meaning of outstanding. Every Note issued, authenticated Debenture certified and delivered in accordance with this Indenture by the Trustee or every Uncertificated Debenture authenticated by the Trustee by completing its Internal Procedures hereunder shall be deemed to be outstanding until it is cancelled or redeemed converted or delivered to the Trustee for cancellation cancellation, conversion or redemption for monies or a new Note is issued in substitution for it pursuant to Section 2.10 and/or Common Shares, as the case may be, or the payment for redemption thereof shall have been set aside under Section 5.79.2, provided that: (a) Debentures which have been partially purchased or converted shall be deemed to be outstanding only to the extent of the unpurchased or unconverted part of the principal amount thereof; (b) when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes Debentures shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer Corporation or any of its Subsidiaries shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders holders of Debentures present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer or any of its Subsidiaries Corporation shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Trustee the pledgee’s 's right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer Corporation or any a Subsidiary of its Subsidiariesthe Corporation.

Meaning of outstanding. Every Note issued, authenticated Debenture Authenticated and delivered in accordance with this Indenture by the Trustee hereunder shall be deemed to be outstanding until it is cancelled cancelled, converted or redeemed or delivered to the Trustee for cancellation or redemption conversion for monies or a new Note is issued in substitution for it pursuant to Section 2.10 and/or Common Shares, as the case may be, or the payment for redemption thereof shall have been set aside under Section 5.79.2, provided that: (a) Debentures which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof; (b) when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes Debentures shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer or any of its Subsidiaries Corporation shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders holders of Debentures present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer or any of its Subsidiaries Corporation shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Trustee the pledgee’s right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his ​ discretion free from the control of the Issuer Corporation or any a Subsidiary of its Subsidiariesthe Corporation.

Meaning of outstanding. Every Note issued, authenticated Debenture certified and delivered in accordance with this Indenture shall be by the Debenture Trustee hereunder is deemed to be outstanding until it is cancelled or cancelled, converted, redeemed or delivered to the Debenture Trustee for cancellation cancellation, conversion or redemption and monies, Units and/or other property, as the case may be, for monies or a new Note is issued in substitution for it pursuant to Section 2.10 or the payment for redemption thereof shall will have been set aside under Section 5.7Article 9, provided that: (a) Debentures which have been partially redeemed, purchased or converted are deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof; (b) when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes shall Debentures will be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer or any of its Subsidiaries REIT shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Debenture Trustee shall be protected in relying on any such vote, consent, requisition acquisition or other instrument or action, or on the Holders holders of Debentures present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which the Debenture Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer or any of its Subsidiaries REIT shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Debenture Trustee the pledgee’s right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his or her discretion free from the control of the Issuer REIT or any a Subsidiary of its Subsidiariesthe REIT.

Meaning of outstanding. Every Note issued, authenticated Debenture certified and delivered in accordance with this Indenture by the Trustee hereunder shall be deemed to be outstanding until it is cancelled cancelled, converted or redeemed or delivered to the Trustee for cancellation cancellation, conversion or redemption redemption, or monies and/or Common Shares, as the case may be, for monies or a new Note is issued in substitution for it pursuant to Section 2.10 or the payment for redemption thereof shall have been set aside under Section 5.79.2, provided that: (a) Debentures which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof; (b) when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes Debentures shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer or any of its Subsidiaries Corporation shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders holders of Debentures present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer or any of its Subsidiaries Corporation shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Trustee the pledgee’s right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer Corporation or any a Subsidiary of its Subsidiariesthe Corporation.

Meaning of outstanding. Every Note issued, authenticated Debenture certified and delivered in accordance with this Indenture by the Trustee hereunder shall be deemed to be outstanding until it is cancelled shall be cancelled, converted, purchased or redeemed or delivered to the Trustee for cancellation cancellation, conversion, acquisition or redemption or moneys and/or Common Shares, as the case may be, for monies or a new Note is issued in substitution for it pursuant to Section 2.10 or the payment for redemption thereof shall have been be set aside under Section 5.7Article 9, provided that: (a) when Debentures which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof; (b) where a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes Debentures shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes purpose of any provision provisions of this Indenture indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indentureindenture, or to constitute a quorum of any meeting of Holders thereofDebenture holders, Notes Debentures owned directly or indirectly, legally or equitably, equitably by the Issuer Company or by any of its Subsidiaries Subsidiary, Associate or Affiliate shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders holders of Debentures present or represented at any meeting of HoldersDebenture holders, only the Notes in respect of Debentures which the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer Company or any of its Subsidiaries Subsidiary, Associate or Affiliate shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Trustee the pledgee’s 's right to vote such Notes, sign consents, requisitions or other instruments or take such other actions Debentures in his or her discretion free from the control of the Issuer Company or any of its SubsidiariesSubsidiary, Associate or Affiliate.

Meaning of outstanding. Every Note issued, authenticated Debenture certified and delivered in accordance with this Indenture by the Trustee or every Uncertificated Debenture authenticated by the Trustee by completing its internal procedures hereunder shall be deemed to be outstanding until it is cancelled cancelled, converted or redeemed or delivered to the Trustee for cancellation cancellation, conversion or redemption for monies or a new Note is issued in substitution for it pursuant to Section 2.10 and/or Common Shares, as the case may be, or the payment for redemption thereof shall have been set aside under Section 5.79.2, provided that: (a) Debentures which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof; (b) when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes Debentures shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer or any of its Subsidiaries Corporation shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders holders of Debentures present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer or any of its Subsidiaries Corporation shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Trustee the pledgee’s right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer Corporation or any a Subsidiary of its Subsidiariesthe Corporation.

Meaning of outstanding. (1) Every Note issued, authenticated certified and delivered in accordance with this Indenture by the Trustee hereunder shall be deemed to be outstanding until it is cancelled cancelled, converted or redeemed or delivered to the Trustee for cancellation cancellation, conversion or redemption for monies or a new Note is issued in substitution for it pursuant to Section 2.10 and/or Common Shares, as the case may be, or the payment for redemption thereof shall have been set aside under Section 5.78.2, provided that: (a) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; (b) when a new Note has been issued in substitution for a Note which has been lost, stolen or destroyed, only one of such Notes shall be counted for the purpose of determining the aggregate principal amount of Notes outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofNoteholders, Notes owned directly or indirectly, legally or equitably, by the Issuer or any of its Subsidiaries Corporation shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders holders of Notes present or represented at any meeting of HoldersNoteholders, only the Notes in respect of which the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and (ii) Notes so owned which have been pledged in good faith other than to the Issuer or any of its Subsidiaries Corporation shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Trustee the pledgee’s right to vote such Notes, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer Corporation or any a Subsidiary of its Subsidiariesthe Corporation.

Meaning of outstanding. Every Note issued, authenticated Debenture certified and delivered in accordance with this Indenture by the Debenture Trustee, or issued as an electronic position on the register of Debentureholders to be maintained by the Debenture Trustee, hereunder shall be deemed to be outstanding until it is cancelled or cancelled, converted, repurchased, redeemed or delivered to the Debenture Trustee for cancellation cancellation, repurchase, conversion or redemption and monies and/or Shares, as the case may be, for monies or a new Note is issued in substitution for it pursuant to Section 2.10 or the payment for redemption thereof shall have been set aside under Section 5.7Article 9, provided that: (a) Debentures which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof; (b) when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes Debenture shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer Corporation or any a Subsidiary of its Subsidiaries the Corporation shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Debenture Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders holders of Debentures present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which the Debenture Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and; (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer Corporation or any a Subsidiary of its Subsidiaries the Corporation shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Debenture Trustee the pledgee’s right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer Corporation or any a Subsidiary of its Subsidiariesthe Corporation; and (iii) Debentures so owned shall not be disregarded if they are the only Debentures outstanding.

Meaning of outstanding. Every Note issued, authenticated Debenture certified and delivered in accordance with this Indenture by the Trustee hereunder shall be deemed to be outstanding until it is cancelled cancelled, redeemed or redeemed retracted or delivered to the Trustee for cancellation cancellation, redemption or redemption retraction for monies or a new Note is issued in substitution for it pursuant to Section 2.10 monies, or the payment for redemption thereof shall have been set aside under Section 5.79.2, provided that: (a) when a new Note has been issued in substitution for a Note which has been lost, stolen or destroyed, only one of such Notes shall be counted for the purpose of determining the aggregate principal amount of Notes outstanding; (b) Notes Debentures which have been partially redeemed redeemed, retracted or purchased shall be deemed to be outstanding only to the extent of the unredeemed unredeemed, unretracted or unpurchased part of the principal amount thereof; (b) when a new Debenture has been issued in substitution for a Debenture which has been lost, stolen or destroyed, only one of such Debentures shall be counted for the purpose of determining the aggregate principal amount of Debentures outstanding; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer or any of its Subsidiaries Corporation shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders holders of Debentures present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer or any of its Subsidiaries Corporation shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Trustee the pledgee’s right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer Corporation or any a Subsidiary of its Subsidiariesthe Corporation.

Meaning of outstanding. Every Note issued, authenticated certified and delivered in accordance with this Indenture by the Trustee hereunder shall be deemed to be outstanding until it is cancelled or redeemed or delivered to the Trustee for cancellation or redemption money for monies or a new Note is issued in substitution for it pursuant to Section 2.10 or the payment for redemption thereof shall have been is set aside under Section 5.7Article 9, provided that: (a) when Notes that have been partially redeemed shall be deemed to be outstanding only to the extent of the unredeemed part of the principal amount; (b) where a new Note has been issued under Section 2.10 in substitution for a Note which that has been mutilated, lost, stolen or destroyed, only one of such the said Notes shall be counted for the purpose of determining the aggregate principal amount of Notes outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes purpose of any provision of this Indenture entitling Holders Noteholders of outstanding Notes of any series to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereof, Notes owned directly or indirectly, legally or equitably, beneficially by the Issuer or any of its Subsidiaries Affiliate shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition requisition, instrument or other instrument or action, or on the Holders present or represented at any meeting of Holders, action only the Notes in respect of which are certified by an Authorized Officer to the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries are the only Holders as being so owned shall be so disregarded; and; (ii) Notes so owned which that have been pledged in good faith other than to the Issuer or any of its Subsidiaries Affiliate shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Trustee the pledgee’s right to vote such Notes, sign consents, requisitions or other instruments or take Notes in such other actions in his pledgee’s discretion free from the control of the Issuer or any Affiliate; and (iii) for the purposes of its Subsidiariesdisregarding any Notes owned legally or beneficially by the Issuer or any Affiliate, the Issuer shall provide to the Trustee, at the request of the Trustee, from time to time, a certificate of the Issuer setting forth as at the date of such certificate: (A) the names of the registered Holders of Notes which, to the knowledge of the Issuer, are owned, directly or indirectly, legally or equitably by the Issuer or any Affiliate; and (B) the principal amount of Notes owned legally and beneficially by each of such Holders; and the Trustee in making such determination shall be entitled to rely upon such certificate.

Meaning of outstanding. Every Note issued, authenticated and delivered in accordance with this Indenture shall be deemed to be outstanding until it is cancelled or redeemed or delivered to the Trustee for cancellation or redemption for monies or a new Note is issued in substitution for it pursuant to Section 2.10 or the payment for redemption thereof shall have been set aside under Section 5.76.7, provided that: (a) when a new Note has been issued in substitution for a Note which has been lost, stolen or destroyed, only one of such Notes shall be counted for the purpose of determining the aggregate principal amount of Notes outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders of outstanding Notes of any series to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereof, Notes owned directly or indirectly, legally or equitably, by the Issuer or any of its Subsidiaries shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders present or represented at any meeting of Holders, only the Notes in respect of which the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries are the only Holders shall be so disregarded; and (ii) Notes so owned which have been pledged in good faith other than to the Issuer or any of its Subsidiaries shall not be so disregarded if the pledgee shall establish, to the satisfaction of the Trustee, the pledgee’s right to vote such Notes, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer or any of its Subsidiaries.

Meaning of outstanding. Every Note issued, authenticated and delivered in accordance with this Indenture by the Canadian Trustee hereunder shall be deemed to be outstanding until it is cancelled or redeemed or delivered to the Trustee Trustees for cancellation or redemption for monies or a new Note is issued in substitution for it pursuant to Section 2.10 or the payment for redemption thereof shall have been set aside under Section 5.7redemption, provided that: (a) when a new Note has been issued in substitution for a Note which has been lost, stolen or destroyed, only one of such Notes shall be counted for the purpose of determining the aggregate principal amount of Notes outstanding; (b) Notes which that have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; (b) where a new Note has been issued in substitution for a Note that has been mutilated, lost, stolen or destroyed, only one of said Notes shall be counted for the purpose of determining the aggregate principal amount of Notes outstanding; and (c) for the purposes purpose of any provision of this Indenture entitling Holders of outstanding Notes of any series to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereof, Notes owned directly or indirectly, legally or equitably, beneficially by the Issuer Corporation or any of its Subsidiaries Subsidiary shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Trustee Trustees shall be protected in relying on any such vote, consent, requisition requisition, instrument or other instrument or action, or on the Holders present or represented at any meeting of Holders, only the Notes in respect of which are authenticated by an Authorized Officer to the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries are the only Holders Trustees as being so owned shall be so disregarded; and; (ii) Notes so owned which that have been pledged in good faith other than to the Issuer Corporation or any of its Subsidiaries Subsidiary shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Trustees the pledgee’s 's right to vote such Notes, sign consents, requisitions or other instruments or take such other actions in his such pledgee's discretion free from the control of the Issuer Corporation or any Subsidiary; and (iii) for the purposes of its Subsidiariesdisregarding any Notes owned legally or beneficially by the Corporation or any Subsidiary, the Issuer shall provide to the Trustees, at the request of the Trustees, from time to time, a certificate of the Issuer setting forth as at the date of such certificate: (A) the names of the Holders which, to the knowledge of the Issuer, are owned, directly or indirectly, legally or beneficially by the Corporation or any Subsidiary; and (B) the principal amount of Notes owned legally and beneficially by each of such Holders; and the Trustees in making such determination shall be entitled to rely upon such certificate.

Meaning of outstanding. Every Note issued, authenticated Debenture certified and delivered in accordance with this Indenture by the Trustee hereunder shall be deemed to be outstanding until it is cancelled cancelled, converted or redeemed or delivered to the Trustee for cancellation cancellation, conversion or redemption or moneys or Shares, as the case may be, for monies or a new Note is issued in substitution for it pursuant to Section 2.10 or which the payment for redemption thereof of the Debentures shall have been set aside under Section 5.79.2, provided that: (a) Debentures which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof; (b) when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes the new Debenture shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of at any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer Corporation or any Subsidiary of its Subsidiaries the Corporation shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders holders of Debentures present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer Corporation or any a Subsidiary of its Subsidiaries the Corporation shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Trustee the pledgee’s right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his or her discretion free from the control of the Issuer Corporation or a Subsidiary of the Corporation. (d) The Corporation shall, forthwith following a request in writing from the Trustee, provide the Trustee with an Officer’s Certificate confirming the principal amount of outstanding Debentures owned directly or indirectly, legally or equitably, by the Corporation and any Subsidiary of its Subsidiariesthe Corporation.

Meaning of outstanding. Every Note issued, authenticated Each Share Purchase Warrant certified and delivered in accordance with by the Trustee under this Indenture shall will be deemed to be outstanding until it is cancelled or redeemed or delivered to the Trustee for cancellation as the case may be, or redemption for monies or a new Note is issued in substitution for it until the Share Purchase Warrants have been exercised pursuant to Section 2.10 or the payment for redemption thereof shall have been set aside under Section 5.7terms of this Indenture, provided that: (a) when a new Note Share Purchase Certificate has been issued in substitution for a Note Share Purchase Warrant Certificate which has been lost, stolen or destroyed, only one of such Notes shall Share Purchase Warrant Certificates will be counted for the purpose purposes of determining the aggregate principal amount number of Notes Share Purchase Warrants outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (cb) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Share Purchase Warrants to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofShare Purchase Warrants owned, Notes owned directly or indirectly, legally or equitably, beneficially by the Issuer SMTC Canada or any an affiliate of its Subsidiaries shall SMTC Canada will be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose purposes of determining whether the Trustee shall will be protected in acting or relying on any such vote, consent, requisition or other instrument or action, or on the Holders present or represented at any meeting of Holders, only the Notes Share Purchase Warrants which have been certified by SMTC Canada in respect a certificate of which SMTC Canada to the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries are the only Holders shall as so owned will be so disregarded; and (ii) Notes Share Purchase Warrants so owned which have been pledged in good faith faith, other than to the Issuer SMTC Canada or any of its Subsidiaries shall an affiliate thereof, will not be so disregarded if the pledgee shall establish, establishes to the satisfaction of the Trustee, Trustee the pledgee’s right to vote such Notes, sign consents, requisitions or other instruments or take such other actions Share Purchase Warrants in his its discretion free from the control of the Issuer SMTC Canada or any of its Subsidiariesan affiliate thereof.

Meaning of outstanding. Every Note issued, authenticated Debenture certified and delivered in accordance with this Indenture by the Trustee hereunder shall be deemed to be outstanding until it is cancelled cancelled, converted or redeemed or delivered to the Trustee for cancellation cancellation, conversion or redemption redemption, as the case may be, or until monies for monies or a new Note is issued in substitution for it pursuant to Section 2.10 or the payment for redemption thereof shall have been set aside under Section 5.7, provided that: (ai) Debentures which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof; (ii) when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes Debentures shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (ciii) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of at any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer Corporation or any of its Subsidiaries Subsidiary shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (iA) for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders holders of Debentures present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and (iiB) Notes Debentures so owned which have been pledged in good faith other than to the Issuer Corporation or any of its Subsidiaries a Subsidiary shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Trustee the pledgee’s right to vote such Notes, sign consents, requisitions or other instruments or take such other actions Debentures in his discretion free from the control of the Issuer Corporation or any of its SubsidiariesSubsidiary.

Meaning of outstanding. Every Note issued, authenticated Debenture certified and delivered in accordance with this Indenture by the Trustee hereunder shall be deemed to be outstanding until it is cancelled cancelled, converted or redeemed or delivered to the Trustee for cancellation or redemption conversion for monies or a new Note is issued in substitution for it pursuant to Section 2.10 and/or Common Shares, as the case may be, or the payment for redemption thereof shall have been set aside under Section 5.79.2, provided that: (a) Debentures which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof; (b) when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes Debentures shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer or any of its Subsidiaries Corporation shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders holders of Debentures present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer or any of its Subsidiaries Corporation shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Trustee the pledgee’s right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer Corporation or any a Subsidiary of its Subsidiariesthe Corporation.

Meaning of outstanding. Every Note issued, authenticated Debenture certified and delivered in accordance with this Indenture by the Trustee hereunder shall be deemed to be outstanding until it is cancelled cancelled, converted or redeemed or delivered to the Trustee for cancellation cancellation, conversion or redemption and monies, property and/or Common Shares, as the case may be, for monies or a new Note is issued in substitution for it pursuant to Section 2.10 or the payment for redemption thereof shall have been set aside under Section 5.7Article 9, provided that: (a) Debentures which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof; (b) when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes Debentures shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitablybeneficially, by the Issuer Corporation or any of its Subsidiaries Subsidiary shall be disregarded (unless in the Issuer and/or one or more case of its Subsidiaries are a percentage of outstanding Debentures, in both the only Holders (or Beneficial Holders) of numerator and the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregardeddenominator) except that: (i) for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders holders of Debentures present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which are certified by the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries are the only Holders Corporation as being so owned shall be so disregarded; and; (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer Corporation or any a Subsidiary of its Subsidiaries the Corporation shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Trustee the pledgee’s 's right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer Corporation or a Subsidiary of the Corporation at such time; (iii) for the purposes of disregarding any Debentures owned legally or beneficially by the Corporation or any Subsidiary, the Corporation shall provide to the Trustee, at the request of its Subsidiariesthe Trustee, from time to time, an Officer's Certificate setting forth as at the date of such certificate: (A) the names of the registered holders of Debentures which, to the knowledge of the Corporation, are owned, directly or indirectly, legally or beneficially by the Corporation or any Subsidiary; and (B) the principal amount of Debentures owned legally and beneficially by each of such holders; and the Trustee in making such determination shall be entitled to rely upon such certificate; and (iv) Debentures so owned shall not be disregarded if they are the only Debentures outstanding.

Meaning of outstanding. Every Note issued, authenticated Debenture certified and delivered in accordance with this Indenture by the Debenture Trustee hereunder shall be deemed to be outstanding until it is cancelled cancelled, converted or redeemed or delivered to the Debenture Trustee for cancellation cancellation, conversion or redemption for monies or a new Note is issued in substitution for it pursuant to Section 2.10 and/or Trust Units, as the case may be, or the payment for redemption thereof shall have been set aside under Section 5.79.2, provided that: (a) Debentures which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof; (b) when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes Debentures shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer or any of its Subsidiaries Trust shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Debenture Trustee shall be protected in relying on any such vote, consent, requisition acquisition or other instrument or action, or on the Holders holders of Debentures present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which the Debenture Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer or any of its Subsidiaries Trust shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Debenture Trustee the pledgee’s right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer Trust or any a Subsidiary of its Subsidiariesthe Trust.

Meaning of outstanding. Every Note issued, authenticated Debenture certified and delivered in accordance with this Indenture by the Trustee hereunder shall be deemed to be outstanding until it is cancelled cancelled, converted or redeemed or delivered to the Trustee for cancellation cancellation, conversion or redemption for monies or a new Note is issued in substitution for it pursuant to Section 2.10 and/or Common Shares, as the case may be, or the payment for redemption thereof shall have been set aside under Section 5.79.2, provided that: (a) Debentures which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof; (b) when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes Debentures shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer or any of its Subsidiaries Corporation shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders holders of Debentures present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer or any of its Subsidiaries Corporation shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Trustee the pledgee’s right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer Corporation or any a Subsidiary of its Subsidiariesthe Corporation.

Meaning of outstanding. Every Note issued, authenticated Debenture executed by the Corporation and certified and delivered in accordance with this Indenture by, or every Uncertificated Debenture issued by the Corporation and authenticated by, the Trustee by completing its Internal Procedures hereunder shall be deemed to be outstanding until it is cancelled or redeemed cancelled, converted or delivered to the Trustee for cancellation or redemption conversion for monies or a new Note is issued in substitution for it pursuant to Section 2.10 or the payment for redemption thereof Common Shares and shall have been delivered and set aside under Section 5.79.2, provided that: (a) Debentures which have been partially converted shall be deemed to be outstanding only to the extent of the unconverted part of the principal amount thereof; (b) when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes Debentures shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereof, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer Corporation or any of its Subsidiaries affiliates shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders present or represented at any meeting of Holders, only the Notes in respect of Debentures which the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer Corporation or any of its Subsidiaries affiliates shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Trustee the pledgee’s right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his the pledgee’s discretion free from the control of the Issuer Corporation or any an affiliate of its Subsidiariesthe Corporation.

Meaning of outstanding. Every Note issued, authenticated Debenture Authenticated and delivered in accordance with this Indenture by the Trustee hereunder shall be deemed to be outstanding until it is cancelled or redeemed cancelled, converted or delivered to the Trustee for cancellation cancellation, conversion or redemption monies and/or Common Shares, as the case may be, for monies or a new Note is issued in substitution for it pursuant to Section 2.10 or the payment for redemption thereof shall have been set aside under Section 5.79.2, provided that: (a) Debentures which have been partially purchased or converted shall be deemed to be outstanding only to the extent of the unpurchased or unconverted part of the principal amount thereof; (b) when a new Note Debenture has been issued in substitution for a Note Debenture which has been lost, stolen or destroyed, only one of such Notes Debentures shall be counted for the purpose of determining the aggregate principal amount of Notes Debentures outstanding; (b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and (c) for the purposes of any provision of this Indenture entitling Holders holders of outstanding Notes of any series Debentures to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereofDebentureholders, Notes Debentures owned directly or indirectly, legally or equitably, by the Issuer or any of its Subsidiaries Corporation shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that: (i) for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders holders of Debentures present or represented at any meeting of HoldersDebentureholders, only the Notes in respect of Debentures which the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries knows are the only Holders so owned shall be so disregarded; and (ii) Notes Debentures so owned which have been pledged in good faith other than to the Issuer or any of its Subsidiaries Corporation shall not be so disregarded if the pledgee shall establish, establish to the satisfaction of the Trustee, Trustee the pledgee’s right to vote such NotesDebentures, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer Corporation or any a Subsidiary of its Subsidiariesthe Corporation.