Common use of Powers Exercisable by Extraordinary Resolution Clause in Contracts

Powers Exercisable by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (c), (d) and (l) to receipt of the prior approval of the Toronto Stock Exchange or such other exchange on which the Debentures are then listed: (a) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees against the Corporation, or against their property, whether such rights arise under this Indenture or the Debentures or otherwise; (b) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation and to authorize the Trustees to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (c) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation or for the consolidation, amalgamation, arrangement, combination or merger of the Corporation with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 shall have been complied with; (d) power to direct or authorize the Trustees to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (e) power to waive, and direct the Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (f) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (g) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (h) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation; (i) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (j) power to remove the Trustees from office and to appoint a new Trustee or Trustees provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this Indenture; and (k) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(i). Notwithstanding the foregoing provisions of this Section 13.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditors.

Powers Exercisable by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders Holders of Notes shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 provided that, without the consent of each Holder, affected thereby, the Issuer and subject in the case Trustee may not (a) extend the stated maturity of the matters in paragraphs (a)principal of the Notes, (b)) reduce the principal amount thereof or reduce the rate or extend the time of payment of interest thereon, (c)) reduce any amount payable on redemption thereof, (d) change the place at which or currency in which principal and interest payments are to be made, (le) reduce the amount of any original issue discount security payable upon acceleration or provable in bankruptcy or impair the right to receipt institute suit for the enforcement of any payment on any of the prior approval Notes when due, or (f) reduce the aforesaid percentage in principal amount of the Toronto Stock Exchange or such other exchange on which the Debentures are then listedNotes: (a) 9.12.1. power to sanction approve any change whatsoever in any of the provisions of this Indenture or the Notes and any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or Holders and/or the Trustees Trustee (subject to the consent of the Trustee) against the Corporation, Issuer or against their propertyundertaking, property and assets or any part thereof, whether such rights arise under this Indenture or the Debentures Notes or otherwise; (b) 9.12.2. power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation and to authorize the Trustees to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (c) power to sanction approve any scheme for the reconstruction, reconstruction or reorganization or recapitalization of the Corporation Issuer or for the consolidation, amalgamation, arrangement, combination amalgamation or merger of the Corporation Issuer with any other Person corporation or for the saleany transfer, leasingsale or lease, transfer or other disposition of in each case whereby all or substantially all of the undertaking, property and assets of the Corporation or Issuer would become the property of another Person or, in the case of any part thereofsuch amalgamation, of the continuing corporation resulting therefrom, provided that no such sanction approval shall be necessary in respect of any such transaction if the provisions of Section 11.1 Article 8 shall have been complied with; (d) 9.12.3. power to direct or authorize the Trustees Trustee to exercise any power, right, remedy or authority given to it by this Indenture or the Notes in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (e) 9.12.4. power to waive, waive and direct the Trustee to waive, waive any default hereunder or Event of Default and/or cancel any declaration made by the Trustees Trustee pursuant to Section 8.1 6.3 either unconditionally or upon any condition conditions specified in such Extraordinary Resolution; (f) 9.12.5. power to restrain any Debentureholder Holder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium interest or interest on the Debenturesredemption price, if any, of any Notes, together with any other amounts payable with respect thereto, or for the execution of any trust or power hereunder or for any other remedy hereunder; (g) 9.12.6. power to direct any Debentureholder Holder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same in the manner directed by such Extraordinary Resolution upon payment, if the taking of such suitaction, action suit or proceeding shall have been permitted by Section 8.56.6, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder Holder in connection therewith; (h) 9.12.7. power to assent appoint a committee to consult with the Trustee (and to remove any committee so appointed) and to delegate to such committee (subject to such limitations, if any, as may be prescribed in such Extraordinary Resolution) all or any of the powers which the Holders may exercise by Extraordinary Resolution under this Section 9.12; the Extraordinary Resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee; such committee shall consist of such number of individuals (who need not be Holders) as shall be prescribed in the Extraordinary Resolution appointing it; subject to the Extraordinary Resolution appointing it, every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number, the manner in which it may act and its procedure generally and such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by resolution signed in one or more counterparts by a majority of the members thereof or the number of members thereof necessary to constitute a quorum, whichever is the greater; all acts of any such committee within the authority delegated to it shall be binding upon all Holders of such Notes; 9.12.8. power to agree to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares securities of the Issuer; 9.12.9. power to authorize the distribution in specie of any shares, bonds, debentures or other securities or obligations and/or cash or other consideration received or the use or disposition of the Corporation; (i) power to appoint a committee with power whole or any part of such shares, bonds, debentures or other securities or obligations and/or cash or other consideration in such manner and authority (subject to for such limitations, if any, purpose as may be prescribed considered advisable and specified in such Extraordinary Resolution; 9.12.10. power to approve the resolution) to exercise, and to direct the Trustees to exercise, on behalf exchange of the DebentureholdersNotes for or the conversion thereof into bonds, such debentures or other securities or obligations of the powers of the Debentureholders as are exercisable by Extraordinary Resolution Issuer or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from Person formed or in connection with any action taken or omitted to be taken by them in good faithformed; (j) 9.12.11. power to remove the Trustees Trustee from office and to appoint a new Trustee or Trustees provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this IndentureTrustees; and (k) 9.12.12. power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned approved by the Debentureholders Holders or by any committee appointed pursuant to Section 13.11(i). Notwithstanding the foregoing provisions of this Section 13.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditors9.12.7.

Powers Exercisable by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (c), (d) and (l) to receipt of the prior approval of the Toronto Stock Exchange or such other exchange on which the Debentures are then listed: (a) power to authorize the Debenture Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Debenture Trustee against the CorporationCompany, or against their its property, whether such rights arise under this Indenture or the Debentures or otherwise, subject to the written consent of the Debenture Trustee; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation Company and to authorize the Trustees Debenture Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (cd) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation Company or for the consolidation, amalgamation, arrangement, combination amalgamation or merger of the Corporation Company with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation Company or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 10.1 shall have been complied with; (de) power to direct or authorize the Trustees Debenture Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) power to waive, and direct the Debenture Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees Debenture Trustee pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (hi) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares Common Shares or other securities of the CorporationCompany; (ij) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Debenture Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (jk) power to remove the Trustees Debenture Trustee from office and to appoint a new Debenture Trustee or Debenture Trustees provided that no such removal shall be effective unless and until a new Debenture Trustee or Debenture Trustees shall have become bound by this Indenture; and (kl) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(i11.11(j). Notwithstanding the foregoing provisions of this Section 13.11 11.11, none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 6 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditors.

Powers Exercisable by Extraordinary Resolution. In addition Subject to the powers conferred upon them by any other provisions of this Indenture or by lawSection 10.2(2) hereof, a meeting of the Debentureholders shall have the following powers exercisable from time to time may be exercised by the Debentureholders only by Extraordinary Resolution, subject to Section 13.13 and subject in the case Resolution of the matters in paragraphs (a), (b), (c), (d) and (l) to receipt holders of Debentures of the prior approval of the Toronto Stock Exchange or such other exchange on which the Debentures are then listedparticular series: (a1) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees of such series against the Corporation, or against their property, whether such rights arise under this Indenture or Indenture, the Debentures other Debenture Documents or otherwise; (b) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation and to authorize the Trustees to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (c) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation or for the consolidation, amalgamation, arrangement, combination or merger of the Corporation with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 shall have been complied with; (d2) power to direct or authorize the Trustees Trustee to exercise or refrain from exercising any power, right, remedy or authority given to it on behalf of the Debentureholders of such series by the Keep Well Agreement, this Indenture or the other Debenture Documents in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (e) power to waive, and direct the Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (f3) power to waive and direct the Trustee to waive any default on the part of the Corporation in complying with any provision of this Indenture or the Debentures of such series and to annul or to direct the Trustee to annul, as applicable, any declaration made by the Trustee pursuant to Section 7.3, either unconditionally or upon any conditions specified in such Extraordinary Resolution; (4) power to restrain any Debentureholder of such series from taking taking, instituting or instituting maintaining any suit, action or other proceeding for the purpose of enforcing payment of the principal, premium principal or interest on the Debentures, or for the execution of any trust or power hereunderhereunder or to have the Corporation wound up or for any other remedy thereunder; (g5) power to direct any Debentureholder of such series who, as such, has brought instituted any action, suit such action or other proceeding to stay or otherwise discontinue or otherwise deal with the same any such action or proceeding upon payment, if the taking of such suit, action or proceeding shall have been was permitted by Section 8.57.6, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder holder in connection therewith; (h6) power to sanction the exchange of Debentures of such series for, or the conversion of Debentures of such series into, shares, bonds, debentures, notes or any other securities or obligations of the Corporation or any other body corporate or other entity formed or to be formed and power to sanction the distribution in specie to Debentureholders of such series of assets of the Corporation or such shares, bonds, debentures, notes or other securities or obligations; (7) power to repeal, modify or amend any Extraordinary Resolution of the holders of Debentures of such series previously passed by such Debentureholders; (8) power to establish and dissolve a committee, and to provide for the appointment of members thereof, to consult with the Trustee and to delegate to such committee (subject to such limitations, if any, as may be prescribed in such Extraordinary Resolution) all or any of the powers that the Debentureholders of such series can exercise by Extraordinary Resolution under the foregoing clauses (1) to (7). Such committee will consist of such number of Persons as prescribed in the Extraordinary Resolution establishing it, and the members need not themselves be Debentureholders. Subject to the Extraordinary Resolution establishing it and providing for the appointment of members thereof, every such committee may elect its chairperson and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number, the manner in which it may act and its procedure generally and such regulations may provide that the committee may act at a meeting at which a quorum is present or by resolution signed by a majority of the members thereof or the number of members thereof necessary to constitute a quorum, whichever is the greater. All acts of any such committee within the authority delegated to it will be binding upon all Debentureholders of such series. Neither the committee nor any member thereof will be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith. Any such committee will be indemnified by the Corporation and any such indemnity will provide that any claims made thereunder will rank in priority to other amounts due hereunder (other than to the Trustee). In addition, any such committee may cause the Corporation to acquire insurance to reasonably protect the committee members against liabilities that might be incurred in acting as a member of such committee. In exercising its powers or duties, any such committee shall have the same rights as does the Trustee under Sections 11.3, 11.4, 11.5, 11.7 and 11.8; (9) power to sanction on behalf of the holders of the Debentures of such series any scheme for the reconstruction, reorganization or recapitalization of the Corporation, or for the consolidation, amalgamation or merger of the Corporation into or with any other corporation; (10) power to file and prove a claim or debt of the Debentureholders of such series against the Corporation in any proceedings involving the Corporation and to generally act for and on behalf of the Debentureholders of such series in any such proceedings and to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation; (i) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (j) power to remove the Trustees from office and to appoint a new Trustee or Trustees provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this Indenture; and (k11) power to amendindemnify any Persons, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by including any committee appointed pursuant under Section 14.11(8), and to Section 13.11(i). Notwithstanding provide that such indemnity rank ahead of the foregoing provisions payment of this Section 13.11 none amounts owing to the holders in respect of the Debentures of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditorsseries.

Powers Exercisable by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (c), (d) and (l) to receipt of the prior approval of the Toronto Stock Exchange or such other exchange on which the Debentures are then listed: (a) power to authorize the Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Trustee against the CorporationCompany, or against their its property, whether such rights arise under this Indenture or the Debentures or otherwise; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation Company and to authorize the Trustees Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (cd) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation Company or for the consolidation, amalgamation, arrangement, combination or merger of the Corporation Company with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation Company or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 shall have been complied with; (de) power to direct or authorize the Trustees Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) power to waive, and direct the Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees Trustee pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (hi) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the CorporationCompany; (ij) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (j) power to remove the Trustees from office and to appoint a new Trustee or Trustees provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this Indenture; and (k) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(i). Notwithstanding the foregoing provisions of this Section 13.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditors.

Powers Exercisable by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders Holders of TCPL Sub Notes shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and subject in provided that, without the case consent of each Holder, affected thereby, the Trustee may not (a) extend the stated maturity of the matters in paragraphs (a)principal of the Trust Notes, (b)) reduce the principal amount thereof or reduce the rate or extend the time of payment of interest thereon, (c)) reduce any amount payable on redemption thereof, (d) change the place at which or currency in which principal and interest payments are to be made, (le) reduce the amount of any original issue discount security payable upon acceleration or provable in bankruptcy or impair the right to receipt institute suit for the enforcement of any payment on any of the prior approval TCPL Sub Notes when due, or (f) reduce the aforesaid percentage in principal amount of the Toronto Stock Exchange or such other exchange on which the Debentures are then listedTCPL Sub Notes: (a) 9.12.1 power to sanction approve any change whatsoever in any of the provisions of this Indenture or the TCPL Sub Notes and any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or Holders and/or the Trustees Trustee (subject to the consent of the Trustee) against the Corporation, Issuer or against their propertyundertaking, property and assets or any part thereof, whether such rights arise under this Indenture or the Debentures TCPL Sub Notes or otherwise; (b) 9.12.2 power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation and to authorize the Trustees to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (c) power to sanction approve any scheme for the reconstruction, reconstruction or reorganization or recapitalization of the Corporation Issuer or for the consolidation, amalgamation, arrangement, combination amalgamation or merger of the Corporation Issuer with any other Person corporation or for the saleany transfer, leasingsale or lease, transfer or other disposition of in each case whereby all or substantially all of the undertaking, property and assets of the Corporation or Issuer would become the property of another Person or, in the case of any part thereofsuch amalgamation, of the continuing corporation resulting therefrom, provided that no such sanction approval shall be necessary in respect of any such transaction if the provisions of Section 11.1 Article 8 shall have been complied with; (d) 9.12.3 power to direct or authorize the Trustees Trustee to exercise any power, right, remedy or authority given to it by this Indenture or the TCPL Sub Notes in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (e) 9.12.4 power to waive, waive and direct the Trustee to waive, waive any default hereunder or Event of Default and/or cancel any declaration made by the Trustees Trustee pursuant to Section 8.1 section 6.3 either unconditionally or upon any condition conditions specified in such Extraordinary Resolution; (f) 9.12.5 power to restrain any Debentureholder Holder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium interest or interest on the Debenturesredemption price, if any, of any TCPL Sub Notes, together with any other amounts payable with respect thereto, or for the execution of any trust or power hereunder or for any other remedy hereunder; (g) 9.12.6 power to direct any Debentureholder Holder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same in the manner directed by such Extraordinary Resolution upon payment, if the taking of such suitaction, action suit or proceeding shall have been permitted by Section 8.5section 6.6, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder Holder in connection therewith; (h) 9.12.7 power to assent appoint a committee to consult with the Trustee (and to remove any committee so appointed) and to delegate to such committee (subject to such limitations, if any, as may be prescribed in such Extraordinary Resolution) all or any of the powers which the Holders may exercise by Extraordinary Resolution under this section 9.12; the Extraordinary Resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee; such committee shall consist of such number of individuals (who need not be Holders) as shall be prescribed in the Extraordinary Resolution appointing it; subject to the Extraordinary Resolution appointing it, every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number, the manner in which it may act and its procedure generally and such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by resolution signed in one or more counterparts by a majority of the members thereof or the number of members thereof necessary to constitute a quorum, whichever is the greater; all acts of any such committee within the authority delegated to it shall be binding upon all Holders of such TCPL Sub Notes; 9.12.8 power to agree to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares securities of the Issuer; 9.12.9 power to authorize the distribution in specie of any shares, bonds, debentures or other securities or obligations and/or cash or other consideration received or the use or disposition of the Corporation; (i) power to appoint a committee with power whole or any part of such shares, bonds, debentures or other securities or obligations and/or cash or other consideration in such manner and authority (subject to for such limitations, if any, purpose as may be prescribed considered advisable and specified in such Extraordinary Resolution; 9.12.10 power to approve the resolution) to exercise, and to direct the Trustees to exercise, on behalf exchange of the DebentureholdersTCPL Sub Notes for or the conversion thereof into bonds, such debentures or other securities or obligations of the powers of the Debentureholders as are exercisable by Extraordinary Resolution Issuer or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from Person formed or in connection with any action taken or omitted to be taken by them in good faithformed; (j) 9.12.11 power to remove the Trustees Trustee from office and to appoint a new Trustee or Trustees provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this IndentureTrustees; and (k) 9.12.12 power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned approved by the Debentureholders Holders or by any committee appointed pursuant to Section 13.11(i). Notwithstanding the foregoing provisions of this Section 13.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditorssection 9.12.7.

Powers Exercisable by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders Holders of Trust Notes shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 provided that, without the consent of each Holder, affected thereby, the Trust and subject in the case Trustee may not (a) extend the stated maturity of the matters in paragraphs (a)principal of the Trust Notes, (b)) reduce the principal amount thereof or reduce the rate or extend the time of payment of interest thereon, (c)) reduce any amount payable on redemption thereof, (d) change the place at which or currency in which principal and interest payments are to be made, (le) reduce the amount of any original issue discount security payable upon acceleration or provable in bankruptcy or impair the right to receipt institute suit for the enforcement of any payment on any of the prior approval Trust Notes when due, or (f) reduce the aforesaid percentage in principal amount of the Toronto Stock Exchange or such other exchange on which the Debentures are then listedTrust Notes: (a) 9.12.1 power to sanction approve any change whatsoever in any of the provisions of this Indenture or the Trust Notes and any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or Holders and/or the Trustees Trustee (subject to the consent of the Trustee) against the Corporation, Issuer or against their propertyundertaking, property and assets or any part thereof, whether such rights arise under this Indenture or the Debentures Trust Notes or otherwise; (b) 9.12.2 power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation and to authorize the Trustees to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (c) power to sanction approve any scheme for the reconstruction, reconstruction or reorganization or recapitalization of the Corporation Issuer or for the consolidation, amalgamation, arrangement, combination amalgamation or merger of the Corporation Issuer with any other Person corporation or for the saleany transfer, leasingsale or lease, transfer or other disposition of in each case whereby all or substantially all of the undertaking, property and assets of the Corporation or Issuer would become the property of another Person or, in the case of any part thereofsuch amalgamation, of the continuing corporation resulting therefrom, provided that no such sanction approval shall be necessary in respect of any such transaction if the provisions of Section 11.1 Article 8 shall have been complied with; (d) 9.12.3 power to direct or authorize the Trustees Trustee to exercise any power, right, remedy or authority given to it by this Indenture or the Trust Notes in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (e) 9.12.4 power to waive, waive and direct the Trustee to waive, waive any default hereunder or Event of Default and/or cancel any declaration made by the Trustees Trustee pursuant to Section 8.1 section 6.3 either unconditionally or upon any condition conditions specified in such Extraordinary Resolution; (f) 9.12.5 power to restrain any Debentureholder Holder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium interest or interest on the Debenturesredemption price, if any, of any Trust Notes, together with any other amounts payable with respect thereto, or for the execution of any trust or power hereunder or for any other remedy hereunder; (g) 9.12.6 power to direct any Debentureholder Holder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same in the manner directed by such Extraordinary Resolution upon payment, if the taking of such suitaction, action suit or proceeding shall have been permitted by Section 8.5section 6.6, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder Holder in connection therewith; (h) 9.12.7 power to assent appoint a committee to consult with the Trustee (and to remove any committee so appointed) and to delegate to such committee (subject to such limitations, if any, as may be prescribed in such Extraordinary Resolution) all or any of the powers which the Holders may exercise by Extraordinary Resolution under this section 9.12; the Extraordinary Resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee; such committee shall consist of such number of individuals (who need not be Holders) as shall be prescribed in the Extraordinary Resolution appointing it; subject to the Extraordinary Resolution appointing it, every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number, the manner in which it may act and its procedure generally and such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by resolution signed in one or more counterparts by a majority of the members thereof or the number of members thereof necessary to constitute a quorum, whichever is the greater; all acts of any such committee within the authority delegated to it shall be binding upon all Holders of such Trust Notes; 9.12.8 power to agree to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares securities of the Issuer; 9.12.9 power to authorize the distribution in specie of any shares, bonds, debentures or other securities or obligations and/or cash or other consideration received or the use or disposition of the Corporation; (i) power to appoint a committee with power whole or any part of such shares, bonds, debentures or other securities or obligations and/or cash or other consideration in such manner and authority (subject to for such limitations, if any, purpose as may be prescribed considered advisable and specified in such Extraordinary Resolution; 9.12.10 power to approve the resolution) to exercise, and to direct the Trustees to exercise, on behalf exchange of the DebentureholdersTrust Notes for or the conversion thereof into bonds, such debentures or other securities or obligations of the powers of the Debentureholders as are exercisable by Extraordinary Resolution Issuer or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from Person formed or in connection with any action taken or omitted to be taken by them in good faithformed; (j) 9.12.11 power to remove the Trustees Trustee from office and to appoint a new Trustee or Trustees provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this IndentureTrustees; and (k) 9.12.12 power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned approved by the Debentureholders Holders or by any committee appointed pursuant to Section 13.11(i). Notwithstanding the foregoing provisions of this Section 13.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditorssection 9.12.7.

Powers Exercisable by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a)Sections 12.11.1, (b)12.11.2, (c)12.11.3, (d) 12.11.4 and (l) 12.11.12 to receipt of the prior approval of the Toronto Stock Exchange TSX-V (if applicable) or such other exchange on which the Debentures of any series are then listed, as the case may be: (a) 12.11.1 power to authorize the Debenture Agent to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue; 12.11.2 power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Debenture Agent against the Corporation, or against their its property, whether such rights arise under this Indenture or the Debentures or otherwise; (b) 12.11.3 power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation and to authorize the Trustees Debenture Agent to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (c) 12.11.4 power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation or for the consolidation, amalgamation, arrangement, combination amalgamation or merger of the Corporation with any other Person person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 10.1 shall have been complied with; (d) 12.11.5 power to direct or authorize the Trustees Debenture Agent to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (e) 12.11.6 power to waive, and direct the Trustee Debenture Agent to waive, any default hereunder and/or cancel any declaration made by the Trustees Debenture Agent pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (f) 12.11.7 power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (g) 12.11.8 power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (h) 12.11.9 power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares Common Shares or other securities of the Corporation; (i) 12.11.10 power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Debenture Agent to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (j) 12.11.11 power to remove the Trustees Debenture Agent from office and to appoint a new Trustee Debenture Agent or Trustees Debenture Agents provided that no such removal shall be effective unless and until a new Trustee Debenture Agent or Trustees Debenture Agents shall have become bound by this Indenture; 12.11.12 power to sanction the exchange of the Debentures for or the conversion thereof into Common Shares, bonds, debentures or other securities or obligations of the Corporation or of any other person formed or to be formed; 12.11.13 power to authorize the distribution in specie of securities received pursuant to a transaction authorized under the provisions of Section 12.11.12; and (k) 12.11.14 power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(i). Notwithstanding the foregoing provisions of this Section 13.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditors12.11.10.

Powers Exercisable by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (cb),(c), (d) and (l) to receipt of the prior approval of the Toronto Stock Exchange or such other exchange or quotation system on which the Debentures are then listed: (a) power to authorize the Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Trustee (with its consent) against the Corporation, or against their its property, whether such rights arise under this Indenture or the Debentures or otherwise; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation and to authorize the Trustees Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (cd) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation or for the consolidation, amalgamation, arrangement, combination or merger of the Corporation with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 13.1 shall have been complied with; (de) power to direct or authorize the Trustees Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) power to waive, and direct the Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees Trustee pursuant to Section 8.1 11.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.511.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (hi) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares Shares or other securities of the Corporation; (ij) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (jk) power to remove the Trustees Trustee from office and to appoint a new Trustee or Trustees provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this Indenture; (l) power to sanction the exchange of the Debentures for or the conversion thereof into Shares, bonds, debentures or other securities or obligations of the Corporation or of any other Person formed or to be formed; (m) power to authorize the distribution in specie of any shares or securities received pursuant to a transaction authorized under the provisions of Section 15.11(l); and (kn) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(i15.11(j). Notwithstanding the foregoing provisions of this Section 13.11 15.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 6 which could reasonably be expected to materially and detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditors, based on the opinion of Counsel. Except as otherwise provided in this Indenture, all other powers of and matters to be determined by the Debentureholders may be exercised or determined from time to time by Ordinary Resolution.

Powers Exercisable by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (c), (d) and (l) to receipt of the prior approval of the Toronto Stock Exchange or such other exchange on which the Debentures are then listed: (a) power to authorize the Debenture Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Debenture Trustee against the Corporation, or against their its property, whether such rights arise under this Indenture or the Debentures or otherwise; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation and to authorize the Trustees Debenture Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (cd) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation or for the consolidation, amalgamation, arrangement, combination amalgamation or merger of the Corporation with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 9.1 shall have been complied with; (de) power to direct or authorize the Trustees Debenture Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) power to waive, and direct the Debenture Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees Debenture Trustee pursuant to Section 8.1 7.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.57.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (hi) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation; (ij) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Debenture Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons individuals as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (jk) power to remove the Trustees Debenture Trustee from office and to appoint a new Debenture Trustee or Debenture Trustees provided that no such removal shall be effective unless and until a new Debenture Trustee or Debenture Trustees shall have become bound by this Indenture; (l) power to sanction the exchange of the Debentures for or the conversion thereof into units, bonds, debentures or other securities or obligations of the Corporation or of any other person formed or to be formed; (m) power to authorize the distribution in specie of any shares or securities received pursuant to a transaction authorized under the provisions of Section 10.11(1); (n) power to require the Debenture Trustee to exercise any power, right or remedy or authority given to it by this Indenture in any manner specified in such Extraordinary Resolution, or to refrain from exercising any such power, right, remedy or authority; (o) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders against the Corporation, or against its property, whether such rights arise under this Indenture or the Debentures or otherwise; and (kp) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(i10.11(j). Notwithstanding the foregoing provisions of this Section 13.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditors.

Powers Exercisable by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders Debtholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (c), (d) and (l) to receipt of the prior approval of the Toronto Stock Exchange or such other exchange exchange, if any, on which the Debentures Debt Securities are then listed: (a) power to authorize the Indenture Trustee to grant extensions of time for payment of any principal, Premium or interest on the Debt Securities, whether or not the principal, Premium, or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders Debtholders or the Trustees Indenture Trustee against the CorporationBaytex, or against their its property, whether such rights arise under this Indenture or the Debentures Debt Securities or otherwise; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture Debt Security which shall be agreed to by the Corporation Baytex and to authorize the Trustees Indenture Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (cd) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation Baytex or for the consolidation, amalgamation, arrangement, combination amalgamation or merger of the Corporation Baytex with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation Baytex or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 9.1 shall have been complied with; (de) power to direct or authorize the Trustees Indenture Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) power to waive, and direct the Indenture Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees Indenture Trustee pursuant to Section 8.1 6.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder Debtholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium Premium or interest on the DebenturesDebt Securities, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder Debtholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.56.2, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder Debtholder in connection therewith; (hi) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares units or other securities of the CorporationBaytex; (ij) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Indenture Trustee to exercise, on behalf of the DebentureholdersDebtholders, such of the powers of the Debentureholders Debtholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons as shall be prescribed in the resolution appointing it and the members need not be themselves DebentureholdersDebtholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all DebentureholdersDebtholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (jk) power to remove the Trustees Indenture Trustee from office and to appoint a new Indenture Trustee or Indenture Trustees provided that no such removal shall be effective unless and until a new Indenture Trustee or Indenture Trustees shall have become bound by this Indenture; (l) power to sanction the exchange of the Debt Securities for or the conversion thereof into units, bonds, Debt Securities or other securities or obligations of Baytex or of any other Person formed or to be formed; (m) power to authorize the distribution in specie of any shares or securities received pursuant to a transaction authorized under the provisions of subsection 8.11(l); and (kn) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders Debtholders or by any committee appointed pursuant to Section 13.11(isubsection 8.11(j). Notwithstanding the foregoing provisions of this Section 13.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditors.

Powers Exercisable by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (c), (d) and (l) to receipt of the prior approval of the Toronto Stock Exchange or such other exchange on which the Debentures are then listed: (a) power to authorize the Debenture Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Debenture Trustee against the CorporationTrust, or against their its property, whether such rights arise under this Indenture or the Debentures or otherwise; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation Trust and to authorize the Trustees Debenture Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (cd) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation Trust or for the consolidation, amalgamation, arrangement, combination amalgamation or merger of the Corporation Trust with any other Person person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation Trust or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 shall have been complied with; (de) power to direct or authorize the Trustees Debenture Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) power to waive, and direct the Debenture Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees Debenture Trustee pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (hi) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares units or other securities of the CorporationTrust; (ij) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Debenture Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (jk) power to remove the Trustees Debenture Trustee from office and to appoint a new Debenture Trustee or Debenture Trustees provided that no such removal shall be effective unless and until a new Debenture Trustee or Debenture Trustees shall have become bound by this Indenture; (l) power to sanction the exchange of the Debentures for or the conversion thereof into units, bonds, debentures or other securities or obligations of the Trust or of any other person formed or to be formed; (m) power to authorize the distribution in specie of any shares or securities received pursuant to a transaction authorized under the provisions of Section 13.11(l); and (kn) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(i13.11(j). Notwithstanding the foregoing provisions of this Section 13.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditors.

Powers Exercisable by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall will have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (c), (d) and (l) to receipt of the prior approval of the Toronto Stock Exchange TSXV (if applicable) or such other exchange on which the Debentures are then listed: (a) power to authorize the Debenture Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Debenture Trustee (provided that the Debenture Trustee shall have given its prior written consent thereto) against the Corporation, or against their its property, whether such rights arise under this Indenture or the Debentures or otherwise; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall will be agreed to by the Corporation and to authorize the Trustees Debenture Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (cd) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation or for the consolidation, amalgamation, arrangement, combination consolidation or merger of the Corporation with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall will be necessary in respect of any such transaction if the provisions of Section 11.1 shall have been complied with; (de) power to direct or authorize the Trustees Debenture Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) subject to Section 8.3(a), power to waive, and direct the Debenture Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees Debenture Trustee pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding permitted by Section 8.5 for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been is permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (hi) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares Common Shares or other securities of the Corporation; (ij) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Debenture Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall will be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall will consist of such number of Persons persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall will be binding upon all Debentureholders. Neither the committee nor any member thereof shall will be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (jk) power to remove the Trustees Debenture Trustee from office and to appoint a new Debenture Trustee or Trustees provided that no such removal shall will be effective unless and until a new Debenture Trustee or Trustees shall have has become bound by this Indenture; (l) power to sanction the exchange of the Debentures for or the conversion thereof into Common Shares, bonds, debentures or other securities or obligations of the Corporation or of any other Person formed or to be formed; (m) power to authorize the distribution in specie of any Common Shares or securities received pursuant to a transaction authorized under the provisions of Section 13.11(l); and (kn) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(i13.11(l). Notwithstanding the foregoing provisions of this Section 13.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditors.

Powers Exercisable by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (c), (d) and (l) to receipt of the prior approval of the Toronto Stock Exchange or such other exchange on which the Debentures are then listed: (a) power to authorize the Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Trustee against the Corporation, or against their its property, whether such rights arise under this Indenture or the Debentures or otherwise; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation and to authorize the Trustees Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (cd) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation or for the consolidation, amalgamation, arrangement, combination or merger of the Corporation with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 shall have been complied with; (de) power to direct or authorize the Trustees Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) power to waive, and direct the Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees Trustee pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (hi) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation; (ij) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (jk) power to remove the Trustees Trustee from office and to appoint a new Trustee or Trustees provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this Indenture; (l) power to sanction the exchange of the Debentures for or the conversion thereof into shares, bonds, debentures or other securities or obligations of the Corporation or of any other Person formed or to be formed; (m) power to authorize the distribution in specie of any shares or securities received pursuant to a transaction authorized under the provisions of Section 13.11(l); and (kn) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(i13.11(j). Notwithstanding the foregoing provisions of this Section 13.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditors.

Powers Exercisable by Extraordinary Resolution. (1) In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from f rom time to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (c), (d) and (l) to receipt of the prior approval of the Toronto Stock Exchange or such other exchange on which the Debentures are then listed: (a) power to authorize the Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Trustee (with its consent) against the Corporation, or against their its property, whether such rights arise under this Indenture or the Debentures or otherwise; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation and to authorize the Trustees Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (cd) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation or for the consolidation, amalgamation, arrangement, combination or merger of the Corporation with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation or any part thereof, provided that th at no such sanction shall be necessary in respect of any such transaction if the provisions provision s of Section 11.1 10.1 shall have been complied with; (de) power to direct or authorize the Trustees Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) power to waive, and direct the Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees Trustee pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.58 .5 , of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (hi) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation; (ij) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, meetings and the filling f xxxxxx of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (jk) power to remove the Trustees Trustee from office and to appoint a new Trustee or Trustees provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this Indenture; (l) power to sanction the exchange of the Debentures for or the conversion thereof into shares, bonds, debentures or other securities or obligations of the Corporation or of any other Person formed or to be formed; (m) power to authorize the distribution in specie of any shares or securities received pursuant to a transaction authorized under the provisions of subsection 11.11(1); and (kn) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(iclause 11.11(1)(j). Notwithstanding .” (10) Schedule “A” of the foregoing provisions Indenture is hereby deleted in its entirety and replaced with Schedule “A” to this First Supplemental Indenture, and the Trustee is authorized to countersign and issue a new Initial Debenture certificate using the form of Schedule “A” attached to this First Supplemental Indenture upon surrender of an Debenture certificate issued under the Original Indenture. (11) Schedule “B” of the Indenture is hereby deleted in its entirety and replaced with Schedule “B” to this First Supplemental Indenture. (12) Schedule “C” of the Indenture is hereby deleted in its entirety. (13) Schedule “D” of the Indenture is hereby deleted in its entirety and replaced with Schedule “D” to this First Supplemental Indenture. (14) Schedule “E” of the Indenture is hereby deleted in its entirety and replaced with Schedule “E” to this First Supplemental Indenture. (15) Schedule “F” of the Indenture is hereby deleted in its entirety and replaced with Schedule “F” to this First Supplemental Indenture. (16) Schedule “G” of the Indenture is hereby deleted in its entirety and replaced with Schedule “G” to this First Supplemental Indenture. (17) Schedule “H” of this Section 13.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably First Supplemental Indenture be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditorsincluded.

Powers Exercisable by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (c), (d) and (l) to receipt of the prior approval of the Toronto Stock Exchange or such other exchange on which the Debentures are then listed:listed (if any): (a) power to authorize the Debenture Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Debenture Trustee against the CorporationCompany, or against their its property, whether such rights arise under this Indenture or the Debentures or otherwise; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation Company and to authorize the Trustees Debenture Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (cd) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation Company or for the consolidation, amalgamation, arrangement, combination amalgamation or merger of the Corporation Company with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation Company or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 10.1 shall have been complied with; (de) power to direct or authorize the Trustees Debenture Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) power to waive, and direct the Debenture Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees Debenture Trustee pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (hi) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares Shares or other securities of the CorporationCompany; (ij) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Debenture Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons individuals as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all DebentureholdersDebentureholders and the Debenture Trustee. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (jk) power to remove the Trustees Debenture Trustee from office and to appoint a new Debenture Trustee or Debenture Trustees provided that no such removal shall be effective unless and until a new Debenture Trustee or Debenture Trustees shall have become bound by this Indenture; (l) power to sanction the exchange of the Debentures for or the conversion thereof into Shares, bonds, debentures or other securities or obligations of the Company or of any other Person formed or to be formed; (m) power to authorize the distribution in specie of any shares or securities received pursuant to a transaction authorized under the provisions of Section 12.11(l); (n) power to require the Debenture Trustee to exercise any power, right or remedy or authority given to it by this Indenture in any manner specified in such Extraordinary Resolution, or to refrain from exercising any such power, right, remedy or authority; (o) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders against the Company, or against its property, whether such rights arise under this Indenture or the Debentures or otherwise; and (kp) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(i12.11(j). Notwithstanding the foregoing provisions of this Section 13.11 12.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditors.

Powers Exercisable by Extraordinary Resolution. In addition to the all other powers conferred upon them by any other provisions of stated in this Indenture or to be exercisable by lawExtraordinary Resolution, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (c), (d) and (l) to receipt of the prior approval of the Toronto Stock Exchange or such other exchange on which the Debentures are then listed: (a1) power to sanction agree to any modification, abrogation, alteration, compromise or arrangement of the rights of Debentureholders and/or the Debentureholders or the Trustees Trustee against the Corporation, or against their property, Company (whether such rights arise under this Indenture or the Debentures or otherwise; (b) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation and to authorize the Trustees to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omissionCompany; (c) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation or for the consolidation, amalgamation, arrangement, combination or merger of the Corporation with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 shall have been complied with; (d2) power to direct or authorize the Trustees Trustee to exercise any power, right, remedy or authority given to it by this Indenture or the Debentures in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (e3) power to waive, waive and direct the Trustee to waive, waive any default hereunder on the part of the Company in complying with any provision of this Indenture or the Debentures and/or cancel to annul and to direct the Trustee to annul any declaration in respect of such default made by the Trustees Trustee pursuant to Section 8.1 section 8.02 either unconditionally or upon any condition conditions specified in such Extraordinary Resolution; (f4) power, with the approval of the Company, to sanction the exchange of Debentures for, or the conversion of Debentures into, shares, bonds, debentures, notes or any other securities or obligations of the Company or any other Person; (5) power to assent to any modification of or change in or omission from the provisions contained herein or in any deed or instrument supplemental hereto which shall be agreed to by the Company and to authorize the Trustee to concur in and execute any deed or instrument supplemental hereto embodying such modification, change or omission; (6) power to restrain any Debentureholder Debentureholders from taking or instituting any suit, action or proceeding for the purpose of enforcing payment by the Company of the principal, premium principal or interest on the Debentures, or for the execution of any trust or power hereunder or for the appointment of a liquidator or a receiver or a trustee in bankruptcy or for any other remedy hereunder; (g7) power to direct any Debentureholder who, as such, has brought any actionsuit, suit action or proceeding proceeding, to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.5section 8.05, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (h8) power to sanction any scheme for the reconstruction or reorganization of the Company or for the consolidation, amalgamation or merger of the Company with any other corporation or for the sale, leasing, transfer or other disposition of the undertaking, property and assets of the Company or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of section 10.01 shall have been complied with; (9) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the CorporationCompany; (i10) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders; and (11) power to appoint and remove a committee to consult with power the Trustee and authority to delegate to such committee (subject to such limitations, if any, as may be prescribed in the resolutionsuch Extraordinary Resolution) to exercise, and to direct the Trustees to exercise, on behalf of the Debentureholders, such all or any of the powers of which the Debentureholders as are exercisable could exercise by Extraordinary Resolution or other resolution as shall be included in under the resolution appointing foregoing clauses (2), (3), (6) and (7); the committee. The resolution Extraordinary Resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such ; such committee shall consist of such number of Persons persons as shall be prescribed in the resolution Extraordinary Resolution appointing it it, and the members need not be themselves Debentureholders. Every ; subject to the Extraordinary Resolution appointing it, every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number number, the manner in which it may act and its procedure generally. Such generally and such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by a majority of the members thereof or the number of members thereof necessary to constitute a quorum. All , whichever is the greater; and all acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the such committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (j) power to remove the Trustees from office and to appoint a new Trustee or Trustees provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this Indenture; and (k) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(i). Notwithstanding the foregoing provisions of this Section 13.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditors.

Powers Exercisable by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (c), (d) and (l) to receipt of the prior approval of the Toronto Stock Exchange or such other exchange on which the Debentures are then listed: (a) power to authorize the Debenture Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Debenture Trustee against the CorporationTrust, or against their its property, whether such rights arise under this Indenture or the Debentures or otherwise; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation Trust and to authorize the Trustees Debenture Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (cd) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation Trust or for the consolidation, amalgamation, arrangement, combination amalgamation or merger of the Corporation Trust with any other Person person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation Trust or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 shall have been complied with; (de) power to direct or authorize the Trustees Debenture Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) power to waive, and direct the Debenture Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees Debenture Trustee pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (hi) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares units or other securities of the CorporationTrust; (ij) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Debenture Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (jk) power to remove the Trustees Debenture Trustee from office and to appoint a new Debenture Trustee or Debenture Trustees provided that no such removal shall be effective unless and until a the new Debenture Trustee or Debenture Trustees shall have become bound by this Indenture; (l) power to sanction the exchange of the Debentures for or the conversion thereof into units, bonds, debentures or other securities or obligations of the Trust or of any other person formed or to be formed; (m) power to authorize the distribution in specie of any shares or securities received pursuant to a transaction authorized under the provisions of Section 13.11(1); and (kn) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(i13.11(j). Notwithstanding the foregoing provisions of this Section 13.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditors.

Powers Exercisable by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (c), (d) and (l1) to receipt of the prior approval of the Toronto Stock Exchange or such other exchange on which the Debentures are then listedTSX: (a) power to authorize the Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Trustee against the CorporationIssuer (subject to the consent of the Trustee), or against their its property, whether such rights arise under this Indenture or the Debentures or otherwise; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation Issuer and to authorize the Trustees Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (cd) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation Issuer or for the consolidation, amalgamation, arrangement, combination amalgamation or merger of the Corporation Issuer with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation Issuer or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 10.1 shall have been complied with; (de) power to direct or authorize the Trustees Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) power to waive, waive and direct the Trustee to waive, waive any default hereunder and/or cancel any declaration made by the Trustees Trustee pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (hi) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the CorporationIssuer; (ij) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman chair and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (jk) power to remove the Trustees Trustee from office and to appoint a new Trustee or Trustees provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this Indenture; (l) power to sanction the exchange of the Debentures for or the conversion thereof into shares, bonds, debentures or other securities or obligations of the Issuer or of any other Person formed or to be formed; (m) power to authorize the distribution in specie of any shares or securities received pursuant to a transaction authorized under the provisions of Section 13.11(l); (n) power to require the Trustee to exercise any power, right or remedy or authority given to it by this Indenture in any manner specified in such Extraordinary Resolution, or to refrain from exercising any such power, right, remedy or authority; (o) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders against the Issuer, or against its property, whether such rights shall arise under this Indenture or the Debentures or otherwise; and (kp) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(i13.11(j). Notwithstanding the foregoing provisions of this Section 13.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditors.

Powers Exercisable by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (c), (d) and (l) to receipt of the prior approval of the Toronto Stock Exchange TSX (or such other exchange on which the Debentures are then listed:): (a) power to authorize the Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Trustee against the Corporation, or against their its property, whether such rights arise under this Indenture or the Debentures or otherwiseotherwise provided that such sanctioned actions are not prejudicial to the Trustee; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation and to authorize the Trustees Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (cd) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation or for the consolidation, amalgamation, arrangement, combination or merger of the Corporation with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 shall have been complied with; (de) power to direct or authorize the Trustees Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) power to waive, and direct the Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees Trustee pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (hi) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation; (ij) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, meetings and the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (j) power to remove the Trustees from office and to appoint a new Trustee or Trustees provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this Indenture; and (k) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(i). Notwithstanding the foregoing provisions of this Section 13.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditors.

Powers Exercisable by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders Noteholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (c), (d) and (l) to receipt of the prior approval of the Toronto Stock Exchange or such other exchange on which the Debentures are then listed: (a) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders Noteholders or the Trustees Note Trustee against the Corporation, or against their its property, whether such rights arise under this Indenture or the Debentures Note or otherwiseotherwise provided that such sanctioned actions are not prejudicial to the Note Trustee; (b) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture Note which shall be agreed to by the Corporation and to authorize the Trustees Note Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (c) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation or for the consolidation, amalgamation, arrangement, combination or merger of the Corporation with any other Person person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 9.1 shall have been complied with; (d) power to direct or authorize the Trustees Note Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (e) power to waive, and direct the Note Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees Note Trustee pursuant to Section 8.1 7.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (f) power to restrain any Debentureholder Noteholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the DebenturesNote, or for the execution of any trust or power hereunder; (g) power to direct any Debentureholder Noteholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.57.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder the Noteholder in connection therewith; (h) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares Shares or other securities of the Corporation; (i) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Note Trustee to exercise, on behalf of the DebentureholdersNoteholders, such of the powers of the Debentureholders Noteholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons persons as shall be prescribed in the resolution appointing it and the members need not be themselves DebentureholdersNoteholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all DebentureholdersNoteholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (j) power to remove the Trustees Note Trustee from office and to appoint a new Note Trustee or Note Trustees provided that no such removal shall be effective unless and until a new Note Trustee or Note Trustees shall have become bound by this Indenture; and (k) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders Noteholders or by any committee appointed pursuant to Section 13.11(i11.11(i). Notwithstanding the foregoing provisions of this Section 13.11 11.11, none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditors.

Powers Exercisable by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders Noteholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (c), (d) and (l) to receipt of the prior approval of the Toronto Stock Exchange or such other exchange on which the Debentures are then listed: (a) power to authorize the Trustee to grant extensions of time for payment of any principal, premium or interest on the Notes, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders Noteholders or the Trustees Trustee (with its consent) against the Corporation, or against their its property, whether such rights arise under this Indenture or the Debentures any other Note Document or otherwise; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture other Note Document which shall be agreed to by the Corporation and to authorize the Trustees Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (cd) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation or for the consolidation, amalgamation, arrangement, reorganization, combination or merger of the Corporation with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation or any part thereof, ; provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 10.1 shall have been complied with; (de) power to direct or authorize the Trustees Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) power to waive, and direct the Trustee to waive, any default hereunder under any Note Document and/or cancel any declaration made by the Trustees Trustee pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder Noteholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the DebenturesNotes, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder Noteholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder Noteholder in connection therewith; (hi) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares Shares or other securities of the Corporation; (ij) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Trustee to exercise, on behalf of the DebentureholdersNoteholders, such of the powers of the Debentureholders Noteholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons persons as shall be prescribed in the resolution appointing it and the members need not be themselves DebentureholdersNoteholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all DebentureholdersNoteholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (jk) power to remove the Trustees Trustee from office and to appoint a new Trustee or Trustees Trustees; provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this Indenture; (l) power to sanction the exchange of the Notes for or the conversion thereof into Shares, bonds, debentures or other securities or obligations of the Corporation or of any other Person formed or to be formed; (m) power to authorize the distribution in specie of any shares or securities received pursuant to a transaction authorized under the provisions of Section 11.11(l); and (kn) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders Noteholders or by any committee appointed pursuant to Section 13.11(i11.11(j). Notwithstanding the foregoing provisions of this Section 13.11 11.11, none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 4 which could reasonably be expected to materially and detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditors, based on the opinion of Counsel. Except as otherwise provided in this Indenture, all other powers of and matters to be determined by the Noteholders may be exercised or determined from time to time by Ordinary Resolution.

Powers Exercisable by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (c), (d) and (l) to receipt of the prior approval of the Toronto Stock Exchange or such other exchange on which the Debentures are then listed, where required: (a) power to authorize the Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Trustee against the Corporation, or against their its property, whether such rights arise under this Indenture or the Debentures or otherwise; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation and to authorize the Trustees Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (cd) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation or for the consolidation, amalgamation, arrangement, combination or merger of the Corporation with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 shall have been complied with; (de) power to direct or authorize the Trustees Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) power to waive, and direct the Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees Trustee pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (hi) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation; (ij) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (jk) power to remove the Trustees Trustee from office and to appoint a new Trustee or Trustees provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this Indenture; (l) power to sanction the exchange of the Debentures for or the conversion thereof into shares, bonds, debentures or other securities or obligations of the Corporation or of any other Person formed or to be formed; (m) power to authorize the distribution in specie of any shares or securities received pursuant to a transaction authorized under the provisions of Section 13.11(l); and (kn) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(i13.11(j). Notwithstanding the foregoing provisions of this Section 13.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditors.

Powers Exercisable by Extraordinary Resolution. (1) In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and Resolution (subject in the case of the matters in paragraphs (a), (b), (c), ) – (d) and (l) to receipt of the prior approval of the Toronto Stock Exchange TSXV (or such other recognized stock exchange on which the Debentures Common Shares are then listed:listed for trading)): (a) power to authorize the Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Trustee (with its consent) against the Corporation, or against their its property, whether such rights arise under this Indenture or the Debentures or otherwise; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation and to authorize the Trustees Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (cd) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation or for the consolidation, amalgamation, arrangement, combination or merger of the Corporation with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 10.1 shall have been complied with; (de) power to direct or authorize the Trustees Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) power to waive, and direct the Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees Trustee pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (hi) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation; (ij) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, meetings and the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (jk) power to remove the Trustees Trustee from office and to appoint a new Trustee or Trustees provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this Indenture; (l) power to sanction the exchange of the Debentures for or the conversion thereof into shares, bonds, debentures or other securities or obligations of the Corporation or of any other Person formed or to be formed; (m) power to authorize the distribution in specie of any shares or securities received pursuant to a transaction authorized under the provisions of Section 12.11(1); and (kn) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(i12.11(1)(j). . (2) Notwithstanding the foregoing provisions of this Section 13.11 12.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Secured Creditors.

Powers Exercisable by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (c), (d) and (l1) to receipt of the prior approval of the Toronto Stock Exchange TSXV or such other exchange on which the Debentures are then listed: (a) power to authorize the Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Trustee against the Corporation, or against their its property, whether such rights arise under this Indenture or the Debentures or the Security Documents or otherwise; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation and consented to by the Trustee, relying on an opinion of Counsel, such consent not to be unreasonably withheld, to authorize the Trustees Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission, and to consent to the assignment by the Corporation of its rights or obligations pursuant to any Security Document; (cd) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation or for the consolidation, amalgamation, arrangement, combination or merger of the Corporation with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 10.1 shall have been complied with; (de) power to direct or authorize the Trustees Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) power to waive, and direct the Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees Trustee pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (hi) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation; (ij) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (jk) power to remove the Trustees Trustee from office and to appoint a new Trustee or Trustees provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this Indenture; (l) power to sanction the exchange of the Debentures for or the conversion thereof into shares, bonds, debentures or other securities or obligations of the Corporation or of any other Person formed or to be formed; (m) power to authorize the distribution in specie of any shares or securities received pursuant to a transaction authorized under the provisions of Section 11.11(l); and (kn) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(i11.11(j). Notwithstanding Except as otherwise provided in this Indenture, all other powers of and matters to be determined by the foregoing provisions of this Section 13.11 none of such provisions shall in any manner allow Debentureholders may be exercised or permit any amendment, modification, abrogation or addition determined from time to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditorstime by Ordinary Resolution.

Powers Exercisable by Extraordinary Resolution. (1) In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and Resolution (subject in the case of the matters in paragraphs (a), (b), (c), a)- (d) and (l) to receipt of the prior approval of the Toronto Recognized Stock Exchange or such other exchange on which the Debentures Common Shares are then listed for trading, if the Common Shares are listed:): (a) power to authorize the Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Trustee against the Corporation, or against their its property, whether such rights arise under this Indenture or the Debentures or the Security Documents or otherwise; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation and to authorize the Trustees Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (cd) power to sanction assent to any scheme for the reconstruction, reorganization or recapitalization of the Corporation or for the consolidation, amalgamation, arrangement, combination combination, acquisition or merger of the Corporation with or by any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction assent shall be necessary in respect of any such transaction if the provisions of Section 11.1 10.1 shall have been complied with; (de) power to direct or authorize the Trustees Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) power to waive, and direct the Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees Trustee pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (hi) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation; (ij) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, meetings and the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (jk) power to remove the Trustees Trustee from office and to appoint a new Trustee or Trustees provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this Indenture; andor (kl) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(iclause 12.11(1)(j). Notwithstanding the foregoing provisions of this Section 13.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditors.

Powers Exercisable by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (c), (d) and (l1) to receipt of the prior approval of the Toronto Stock Exchange or such other any exchange on which the Debentures are then listed: (a) power to authorize the Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Trustee against the Corporation, or against their its property, whether such rights arise under this Indenture or the Debentures or the Pledge Agreement or otherwise; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation and consented to by the Trustee, relying on an opinion of Counsel, such consent not to be unreasonably withheld, to authorize the Trustees Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission, and to consent to the assignment by the Corporation of its rights or obligations pursuant to any Security Document; (cd) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation or for the consolidation, amalgamation, arrangement, combination or merger of the Corporation with any other Person Person, or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 shall have been complied with; (d) power to direct or authorize the Trustees to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (e) power to waive, and direct the Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (f) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (g) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (h) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation; (i) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (j) power to remove the Trustees from office and to appoint a new Trustee or Trustees provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this Indenture; and (k) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(i). Notwithstanding the foregoing provisions of this Section 13.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditors.

Powers Exercisable by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject : 8.11.1 power to Section 13.13 and subject approve any change whatsoever in the case any of the matters in paragraphs (a), (b), (c), (d) and (l) to receipt of the prior approval of the Toronto Stock Exchange provisions or such other exchange on which this Indenture or the Debentures are then listed: (a) power to sanction and any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or and/or the Trustees Trustee against the Corporation, Corporation or against their propertyits undertaking, property and assets or any part thereof, whether such rights arise under this Indenture or the Debentures or otherwise; (b) 8.11.2 power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation and to authorize the Trustees to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (c) power to sanction approve any scheme for the reconstruction, reconstruction or reorganization or recapitalization of the Corporation or for the consolidation, amalgamation, arrangement, combination amalgamation or merger of the Corporation with any other Person corporation or for the sale, leasing, transfer selling or other disposition of all or substantially all leasing of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction approval shall be necessary in respect of any such transaction if the provisions of Section 11.1 Article 7 shall have been complied with; (d) 8.11.3 power to direct or authorize the Trustees Trustee to exercise any power, right, remedy or authority given to it by this Indenture or the Debentures in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (e) 8.11.4 power to waive, waive and direct the Trustee to waive, waive any default or Event of Default hereunder and/or cancel any declaration made by the Trustees Trustee pursuant to Section 8.1 5.3 either unconditionally or upon any condition conditions specified in such Extraordinary Resolution; (f) 8.11.5 power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium principal or interest on the Debenturesof any Debenture, or for the execution of any trust or power hereunder; (g) 8.11.6 power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same in the manner directed by such Extraordinary Resolution upon payment, if in the taking of such suitaction, action suit or proceeding shall have been permitted by Section 8.55.6, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (h) 8.11.7 power to assent appoint a committee to consult with the Trustee (and to remove any committee so appointed) and to delegate to such committee (subject to such limitations, if any, as may be prescribed in such Extraordinary Resolution) all or any of the powers which the Debentureholders may exercise by Extraordinary Resolution under this Section 8.11; the Extraordinary Resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee; such committee shall consist of such number of individuals (who need not be Debentureholders) as shall be prescribed in the Extraordinary Resolution appointing it; subject to the Extraordinary Resolution appointing it, every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number, the manner in which it may act and its procedure generally and such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by resolution signed in one or more counterparts by a majority of the members thereof or the number of members thereof necessary to constitute a quorum, whichever is the greater; all acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders; 8.11.8 power to agree to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation; (i) 8.11.9 power to appoint a committee with power authorize the distribution in specie of any shares, [bonds], debentures or other securities or obligations and/or cash or other consideration received or the use or disposition of the whole or any part of such shares, [bonds], debentures or other securities or obligations and/or cash or other consideration in such manner and authority (subject to for such limitations, if any, purpose as may be prescribed considered advisable and specified in such Extraordinary Resolution; 8.11.10 power to approve the resolution) to exercise, and to direct the Trustees to exercise, on behalf exchange of the DebentureholdersDebentures for or the [conversion] thereof into shares, such [bonds], debentures or other securities or obligations of the powers of the Debentureholders as are exercisable by Extraordinary Resolution Corporation or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from company formed or in connection with any action taken or omitted to be taken by them in good faithformed; (j) 8.11.11 power to remove the Trustees Trustee from office and to appoint a new Trustee or Trustees provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this IndentureTrustees; and (k) 8.11.12 power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned approved by the Debentureholders or by any committee appointed pursuant to Section 13.11(i). Notwithstanding the foregoing provisions of this Section 13.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior CreditorsSubsection 8.11.7.

Powers Exercisable by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (c), (d) and (l) to receipt of the prior approval of the Toronto Stock Exchange or such other recognized exchange on which the Debentures are may then be listed: (a) power to authorize the Debenture Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Debenture Trustee against the Corporation, or against their its property, whether such rights arise under this Indenture or the Debentures or otherwiseotherwise provided that such sanctioned actions are not prejudicial to the Debenture Trustee; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation and to authorize the Trustees Debenture Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (cd) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation or for the consolidation, amalgamation, arrangement, combination amalgamation or merger of the Corporation with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 10.1 shall have been complied with; (de) power to direct or authorize the Trustees Debenture Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) power to waive, and direct the Debenture Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees Debenture Trustee pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (hi) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares Shares or other securities of the Corporation; (ij) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Debenture Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (jk) power to remove the Trustees Debenture Trustee from office and to appoint a new Debenture Trustee or Debenture Trustees provided that no such removal shall be effective unless and until a new Debenture Trustee or Debenture Trustees shall have become bound by this Indenture; (l) power to sanction the exchange of the Debentures for or the conversion thereof into Shares, bonds, debentures or other securities or obligations of the Corporation or of any other Person formed or to be formed; (m) power to authorize the distribution in specie of securities received pursuant to a transaction authorized under the provisions of Section 11.12(l); and (kn) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(i11.12(j). Notwithstanding the foregoing provisions of this Section 13.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditors.

Powers Exercisable by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (c), (d) and (l1) to receipt of the prior approval of the Toronto Stock Exchange TSX (if applicable) or such other exchange on which the Debentures are then listed: (a) power to authorize the Debenture Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Debenture Trustee against the Corporation, or against their its property, whether such rights arise under this Indenture or the Debentures or otherwiseotherwise provided that such sanctioned actions are not prejudicial to the Debenture Trustee; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation and to authorize the Trustees Debenture Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (cd) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation or for the consolidation, amalgamation, arrangement, combination amalgamation or merger of the Corporation with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 shall have been complied with; (de) power to direct or authorize the Trustees Debenture Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) power to waive, and direct the Debenture Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees Debenture Trustee pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (hi) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares Shares or other securities of the Corporation; (ij) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Debenture Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (jk) power to remove the Trustees Debenture Trustee from office and to appoint a new Debenture Trustee or Debenture Trustees provided that no such removal shall be effective unless and until a new Debenture Trustee or Debenture Trustees shall have become bound by this Indenture; (l) power to sanction the exchange of the Debentures for or the conversion thereof into Shares, bonds, debentures or other securities or obligations of the Corporation or of any other Person formed or to be formed; (m) power to authorize the distribution in specie of securities received pursuant to a transaction authorized under the provisions of Section 13.12(l); and (kn) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(i). Notwithstanding the foregoing provisions of this Section 13.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditors.13.12(j) ..

Powers Exercisable by Extraordinary Resolution. 11.11.1 In addition to the powers conferred upon them by section 8.3 or any other provisions of this Indenture indenture or by law, but subject to subsection 11.11.2 and section 11.17, a meeting of the Debentureholders Debenture holders shall have the following powers exercisable from time to time by Extraordinary Resolutionextraordinary resolution subject, subject to Section 13.13 and subject in the case of the matters in paragraphs (a11.11.1(a), (b), (c), (d) and (l) i), to receipt of the prior approval of the Toronto Stock Exchange (if applicable) or such other exchange on which the Debentures are then listed: (a) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or Debenture holders and/or the Trustees Trustee against the CorporationCompany, or against their its property, whether such rights arise under this Indenture indenture or the Debentures or otherwise; (b) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture indenture which shall be agreed to by the Corporation Company and to authorize the Trustees Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (c) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation Company or for the consolidation, amalgamation, arrangement, combination amalgamation or merger of the Corporation Company with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation Company or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 section 10.1 shall have been complied with; (d) power to direct or authorize the Trustees Trustee to exercise any power, right, remedy or authority given to it by this Indenture indenture in any manner specified in any such Extraordinary Resolution extraordinary resolution or to refrain from exercising any such power, right, remedy or authority; (e) power to waive, waive and direct the Trustee to waive, waive any default hereunder and/or cancel any declaration made by the Trustees Trustee pursuant to Section section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolutionextraordinary resolution; (f) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (g) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (h) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the CorporationCompany; (ig) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) resolution to exercise, and to direct the Trustees Trustee to exercise, on behalf of the DebentureholdersDebenture holders, such of the powers of the Debentureholders Debenture holders as are exercisable by Extraordinary Resolution extraordinary or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to of such committee. Such committee shall consist of such number of Persons persons as shall be prescribed in the resolution appointing it and the members need not be themselves DebentureholdersDebenture holders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all DebentureholdersDebenture holders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (jh) power to remove the Trustees Trustee from office and to appoint a new Trustee or Trustees to take the place of the Trustee so removed provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this Indentureindenture; (i) power to sanction the exchange of the Debentures for or the conversion thereof into shares, bonds, debentures or other obligations of the Company or of any other Person formed or to be formed; (j) power to authorize the distribution in specie of any shares or securities received pursuant to a transaction authorized under the provisions of paragraph 11.11.1(i); and (k) power to amend, alter or repeal any Extraordinary Resolution extraordinary resolution previously passed or sanctioned by the Debentureholders Debenture holders or by any committee appointed pursuant to Section 13.11(iparagraph 11.11.1(g). Notwithstanding the foregoing provisions of this Section 13.11 subsection 11.11.1, none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 6 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the holders of any Senior CreditorsIndebtedness. 11.11.2 Notwithstanding subsection 11.11.1, without the consent of each Debenture holder affected, an amendment, modification or supplement to this indenture or the Debentures may not: (a) reduce the threshold amount of Debentures whose holders must consent to any amendment or waiver under this indenture or modify the provisions relating to such amendment or waiver; (b) reduce the Interest Rate or extend the time for payment of interest on any Debentures; (c) reduce the principal amount of any Debenture or extend the Maturity Date of any Debenture; (d) reduce the Redemption Price, Total Offer Price, Additional Amounts or Conversion Price (except, with respect to the Conversion Price, as otherwise permitted by this indenture) of any Debenture or extend the date on which the Redemption Price, Total Offer Price or Additional Amounts of any Debenture is payable; (e) make any Debenture payable in money or securities other than that stated in the Debenture; (f) make any change in section 8.3 or this subsection 11.11.2, except to increase any percentage set forth therein; (g) make any change that adversely affects the right of any holder to convert any Debenture or to receive any Additional Amounts (except as such right is otherwise limited by this indenture); (h) make any change that affects in a manner adverse to the interest of the holders, the obligation of the Company to make an Offer or to pay the Total Offer Price when due as contemplated in Article 5; (i) impair the right to institute suit for the enforcement of any payment with respect to, or conversion of, the Debentures; or (j) make any change that would result in the Company being required to make any deduction or withholding from payments made in respect of the Debentures. It shall not be necessary for the consent of the holders under this subsection 11.11.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof.

Powers Exercisable by Extraordinary Resolution. (1) In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (c), (d) and (l) to receipt of the prior approval of the Toronto Stock Exchange or such other exchange on which the Debentures are then listed: (a) power to authorize the Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Trustee (with its consent) against the Corporation, or against their its property, whether such rights arise under this Indenture or the Debentures or otherwise; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation and to authorize the Trustees Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (cd) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation or for the consolidation, amalgamation, arrangement, combination or merger of the Corporation with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 10.1 shall have been complied with; (de) power to direct or authorize the Trustees Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) power to waive, and direct the Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees Trustee pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (hi) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation; (ij) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, meetings and the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (jk) power to remove the Trustees Trustee from office and to appoint a new Trustee or Trustees provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this Indenture; (l) power to sanction the exchange of the Debentures for or the conversion thereof into shares, bonds, debentures or other securities or obligations of the Corporation or of any other Person formed or to be formed; (m) power to authorize the distribution in specie of any shares or securities received pursuant to a transaction authorized under the provisions of subsection 11.11(1); and (kn) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(iclause 11.11(1)(j). Notwithstanding .” (10) Schedule “A” of the foregoing provisions Indenture is hereby deleted in its entirety and replaced with Schedule “A” to this First Supplemental Indenture, and the Trustee is authorized to countersign and issue a new Initial Debenture certificate using the form of Schedule “A” attached to this First Supplemental Indenture upon surrender of an Debenture certificate issued under the Original Indenture. (11) Schedule “B” of the Indenture is hereby deleted in its entirety and replaced with Schedule “B” to this First Supplemental Indenture. (12) Schedule “C” of the Indenture is hereby deleted in its entirety. (13) Schedule “D” of the Indenture is hereby deleted in its entirety and replaced with Schedule “D” to this First Supplemental Indenture. (14) Schedule “E” of the Indenture is hereby deleted in its entirety and replaced with Schedule “E” to this First Supplemental Indenture. (15) Schedule “F” of the Indenture is hereby deleted in its entirety and replaced with Schedule “F” to this First Supplemental Indenture. (16) Schedule “G” of the Indenture is hereby deleted in its entirety and replaced with Schedule “G” to this First Supplemental Indenture. (17) Schedule “H” of this Section 13.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably First Supplemental Indenture be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditorsincluded.

Powers Exercisable by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (c), (d) and (l) to receipt of the prior approval of the Toronto Stock Exchange or such other exchange on which the Debentures are then listed:TSXV (if applicable): (a) power to authorize the Indenture Trustee to grant extensions of time for payment of any principal or interest on the Debentures, whether or not the principal or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Indenture Trustee (subject to the consent of the Indenture Trustee) against the Corporation, or against their its property, whether such rights arise under this Indenture or the Debentures or otherwise; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation and to authorize the Trustees Indenture Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (cd) power to sanction any scheme for the reconstruction, reconstruction or reorganization or recapitalization of the Corporation or for the consolidation, amalgamation, arrangement, combination amalgamation or merger of the Corporation with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 9.1 shall have been complied with; (de) power to direct or authorize the Trustees Indenture Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) power to waive, waive and direct the Indenture Trustee to waive, waive any default hereunder and/or or cancel any declaration made by the Trustees Indenture Trustee pursuant to Section 8.1 7.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principalprincipal of, premium of (if any) or interest on the Debentures, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.57.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (hi) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation; (ij) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Indenture Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution extraordinary or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman chairperson and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (jk) power to remove the Trustees Indenture Trustee from office and to appoint a new Indenture Trustee or Indenture Trustees provided that no such removal shall be effective unless and until a new Indenture Trustee or Indenture Trustees shall have become bound by this Indenture; (l) power to sanction the exchange of the Debentures for or the conversion thereof into shares, bonds, debentures or other securities or obligations of the Corporation or of any company or other Person formed or to be formed; (m) power to authorize the distribution in specie of any shares or securities received pursuant to a transaction authorized under the provisions of Section 11.11(d); (n) power to require the Indenture Trustee to exercise any power, right or remedy or authority given to it by this Indenture in any manner specified in such Extraordinary Resolution, or to refrain from exercising any such power, right, remedy or authority; (o) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders against the Corporation, or against its property, whether such rights shall arise under this Indenture or the Debentures or otherwise; and (kp) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(i11.11(j). Notwithstanding the foregoing provisions of this Section 13.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditors.

Powers Exercisable by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (c), (d) and (l) to receipt of the prior approval of the Toronto Stock Exchange or such other any exchange on which the Debentures are then listed: (a) power to authorize the Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Trustee against the Corporation, or against their its property, whether such rights arise under this Indenture or the Debentures or otherwise; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation and consented to by the Trustee, relying on an opinion of Counsel, such consent not to be unreasonably withheld, to authorize the Trustees Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (cd) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation or for the consolidation, amalgamation, arrangement, combination or merger of the Corporation with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 10.1 shall have been complied with; (de) power to direct or authorize the Trustees Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) power to waive, and direct the Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees Trustee pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (hi) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation; (ij) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (jk) power to remove the Trustees Trustee from office and to appoint a new Trustee or Trustees provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this Indenture; (l) power to sanction the exchange of the Debentures for or the conversion thereof into shares, bonds, debentures or other securities or obligations of the Corporation or of any other Person formed or to be formed; (m) power to authorize the distribution in specie of any shares or securities received pursuant to a transaction authorized under the provisions of Section 11.11(l); and (kn) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(i11.11(j). Notwithstanding Except as otherwise provided in this Indenture, all other powers of and matters to be determined by the foregoing provisions of this Section 13.11 none of such provisions shall in any manner allow Debentureholders may be exercised or permit any amendment, modification, abrogation or addition determined from time to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditorstime by Ordinary Resolution.

Powers Exercisable by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (c), (d) and (l) to receipt of the prior approval of the Toronto Stock TSX Venture Exchange (or such other exchange on which the Debentures are then listed:): (a) power to authorize the Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Trustee against the Corporation, or against their its property, whether such rights arise under this Indenture or the Debentures or otherwise; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation and to authorize the Trustees Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (cd) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation or for the consolidation, amalgamation, arrangement, combination or merger of the Corporation with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 10.1 shall have been complied with; (de) power to direct or authorize the Trustees Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) power to waive, and direct the Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees Trustee pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (hi) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation; (ij) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, meetings and the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (jk) power to remove the Trustees Trustee from office and to appoint a new Trustee or Trustees provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this Indenture; and; (kl) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by sanction the Debentureholders or by any committee appointed pursuant to Section 13.11(i). Notwithstanding the foregoing provisions of this Section 13.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse exchange of the priority Debentures for or the conversion thereof into shares, bonds, debentures or other securities or obligations of the Senior Creditors.Corporation or of any other Person formed or to be formed;

Powers Exercisable by Extraordinary Resolution. (1) In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and Resolution (subject in the case of the matters in paragraphs (a), (b), (c), – (d) and (l) to receipt of the prior approval of the Toronto Stock Exchange TSX (or such other recognized stock exchange on which the Debentures Subordinate Voting Shares are then listed:listed for trading)): (a) power to authorize the Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Trustee (with its consent) against the Corporation, or against their its property, whether such rights arise under this Indenture or the Debentures or otherwise; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation and to authorize the Trustees Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (cd) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation or for the consolidation, amalgamation, arrangement, combination or merger of the Corporation with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 10.1 shall have been complied with; (de) power to direct or authorize the Trustees Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) power to waive, and direct the Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees Trustee pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (hi) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation; (ij) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman chairperson and may make regulations respecting its quorum, the calling of its meetings, meetings and the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (jk) power to remove the Trustees Trustee from office and to appoint a new Trustee or Trustees provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this Indenture; (l) power to sanction the exchange of the Debentures for or the conversion thereof into shares, bonds, debentures or other securities or obligations of the Corporation or of any other Person formed or to be formed; (m) power to authorize the distribution in specie of any shares or securities received pursuant to a transaction authorized under the provisions of subsection 12.11(1); and (kn) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(iclause 12.11(1)(j). . (2) Notwithstanding the foregoing provisions of this Section 13.11 12.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Secured Creditors.

Powers Exercisable by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (c), (d) and (l1) to receipt of the prior approval of the Toronto Stock Exchange or such other any exchange on which the Debentures are then listed: (a) power to authorize the Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Trustee against the Corporation, or against their its property, whether such rights arise under this Indenture or the Debentures or the Security Documents or otherwise; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation and consented to by the Trustee, relying on an opinion of Counsel, such consent not to be unreasonably withheld, to authorize the Trustees Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission, and to consent to the assignment by the Corporation of its rights or obligations pursuant to any Security Document; (cd) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation or for the consolidation, amalgamation, arrangement, combination or merger of the Corporation with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 10.1 shall have been complied with; (de) power to direct or authorize the Trustees Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) power to waive, and direct the Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees Trustee pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (h) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation; (i) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (j) power to remove the Trustees from office and to appoint a new Trustee or Trustees provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this Indenture; and (k) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(i). Notwithstanding the foregoing provisions of this Section 13.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditors.Section

Powers Exercisable by Extraordinary Resolution. (1) In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and Resolution (subject in the case of the matters in paragraphs (a), (b), (c), (da)–(d) and (l) to receipt of the prior approval of the Toronto Stock Exchange TSXV (or such other recognized stock exchange on which the Debentures Common Shares are then listed:listed for trading)): (a) power to authorize extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Trustee (with its prior consent) against the Corporation, or against their its property, whether such rights arise under this Indenture or the Debentures or otherwise; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation and to authorize the Trustees Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (cd) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation or for the consolidation, amalgamation, arrangement, combination or merger of the Corporation with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 10.1 shall have been complied with; (de) power to direct or authorize the Trustees Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) power to waive, and direct the Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees Trustee pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (hi) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation; (ij) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, meetings and the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (jk) power to remove the Trustees Trustee from office and to appoint a new Trustee or Trustees provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this Indenture; (l) power to sanction the exchange of the Debentures for or the conversion thereof into shares, bonds, debentures or other securities or obligations of the Corporation or of any other Person formed or to be formed; (m) power to authorize the distribution in specie of any shares or securities received pursuant to a transaction authorized under the provisions of Section 12.11(1); and (kn) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(i12.11(1)(j). Notwithstanding the foregoing provisions of this Section 13.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditors.

Powers Exercisable by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (c), (d) and (l) to receipt of the prior approval of the Toronto Stock Exchange or such other exchange on which the Debentures are then listed: (a) power to authorize the Debenture Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Debenture Trustee against the CorporationTrust, or against their its property, whether such rights arise under this Indenture or the Debentures or otherwise; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation Trust and to authorize the Trustees Debenture Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (cd) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation Trust or for the consolidation, amalgamation, arrangement, combination amalgamation or merger of the Corporation Trust with any other Person person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation Trust or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 shall have been complied with; (de) power to direct or authorize the Trustees Debenture Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) power to waive, and direct the Debenture Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees Debenture Trustee pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (hi) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares units or other securities of the CorporationTrust; (ij) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Debenture Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (jk) power to remove the Trustees Debenture Trustee from office and to appoint a new Debenture Trustee or Debenture Trustees provided that no such removal shall be effective unless and until a the new Debenture Trustee or Debenture Trustees shall have become bound by this Indenture; and; (k1) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by sanction the Debentureholders or by any committee appointed pursuant to Section 13.11(i). Notwithstanding the foregoing provisions of this Section 13.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse exchange of the priority Debentures for or the conversion thereof into units, bonds, debentures or other securities or obligations of the Senior Creditors.Trust or of any other person formed or to be formed;

Powers Exercisable by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (c), (d) and (l1) to receipt of the prior approval of the Toronto Stock Exchange or such other exchange on which the Debentures are then listedTSX: (a) power to authorize the Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Trustee against the CorporationIssuer (subject to the consent of the Trustee), or against their its property, whether such rights arise under this Indenture or the Debentures or otherwise; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation Issuer and to authorize the Trustees Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (cd) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation Issuer or for the consolidation, amalgamation, arrangement, combination amalgamation or merger of the Corporation Issuer with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation Issuer or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 shall have been complied with; (de) power to direct or authorize the Trustees Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) power to waive, waive and direct the Trustee to waive, waive any default hereunder and/or cancel any declaration made by the Trustees Trustee pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (hi) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the CorporationIssuer; (ij) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (j) power to remove the Trustees from office and to appoint a new Trustee or Trustees provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this Indenture; and (k) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(i). Notwithstanding the foregoing provisions of this Section 13.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditors.themselves

Powers Exercisable by Extraordinary Resolution. (1) In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and Resolution (subject in the case of the matters in paragraphs (a), (b), (c), ) – (d) and (l) to receipt of the prior approval of the Toronto Stock Exchange TSXV (or such other recognized stock exchange on which the Debentures Common Shares are then listed:listed for trading)): (a) power to authorize the Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Trustee (subject to the Trustee’s prior consent) against the Corporation, or against their its property, whether such rights arise under this Indenture or the Debentures or otherwise; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation and to authorize the Trustees Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission;; ​ (cd) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation or for the consolidation, amalgamation, arrangement, combination or merger of the Corporation with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 10.1 shall have been complied with; (de) power to direct or authorize the Trustees Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) power to waive, and direct the Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees Trustee pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (hi) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation; (ij) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons persons as shall be prescribed in the resolution appointing resolutionappointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, meetings and the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (jk) power to remove the Trustees Trustee from office and to appoint a new Trustee or Trustees provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this Indenture; ​ (l) power to sanction the exchange of the Debentures for or the conversion thereof into shares, bonds, debentures or other securities or obligations of the Corporation or of any other Person formed or to be formed; (m) power to authorize the distribution in specie of any shares or securities received pursuant to a transaction authorized under the provisions of Section 12.11(1); and (kn) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(i12.11(1)(j). Notwithstanding the foregoing provisions of this Section 13.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditors.

Powers Exercisable by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (c), (d) and (l) to receipt of the prior approval of the Toronto Stock Exchange or such other exchange on which the Debentures are then listed: (a) power to authorize the Trustee to grant extensions of time for payment of any principal or interest on the Debentures, whether or not the principal or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Trustee against the CorporationTrust, or against their its property, whether such rights arise under this Indenture or the Debentures or otherwise; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation Trust and to authorize the Trustees Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (cd) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation Trust or for the consolidation, amalgamation, arrangement, combination or merger of the Corporation Trust with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation Trust or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 shall have been complied with; (de) power to direct or authorize the Trustees Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) power to waive, and direct the Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees Trustee pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium principal or interest on the Debentures, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (hi) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the CorporationTrust; (ij) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (jk) power to remove the Trustees Trustee from office and to appoint a new Trustee or Trustees provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this Indenture; (l) power to sanction the exchange of the Debentures for or the conversion thereof into shares, bonds, debentures or other securities or obligations of the Trust or of any other Person formed or to be formed; (m) power to authorize the distribution in specie of any shares or securities received pursuant to a transaction authorized under the provisions of Section 13.11(l); and (kn) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(i13.11(j). Notwithstanding the foregoing provisions of this Section 13.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditors.

Powers Exercisable by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall will have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (c), (d) and (l) to receipt of the prior approval of the Toronto Stock Exchange TSX (if applicable) or such other exchange on which the Debentures are then listed: (a) power to authorize the Debenture Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Debenture Trustee (provided that the Debenture Trustee shall have given its prior written consent thereto) against the CorporationREIT, or against their its property, whether such rights arise under this Indenture or the Debentures or otherwise; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall will be agreed to by the Corporation REIT and to authorize the Trustees Debenture Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (cd) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation REIT or for the consolidation, amalgamation, arrangement, combination consolidation or merger of the Corporation REIT with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation REIT or any part thereof, provided that no such sanction shall will be necessary in respect of any such transaction if the provisions of Section 11.1 shall have been complied with; (de) power to direct or authorize the Trustees Debenture Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) subject to Subsection 8.3(a), power to waive, and direct the Debenture Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees Debenture Trustee pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding permitted by Section 8.5 for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been is permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (hi) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares Units or other securities of the CorporationREIT; (ij) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Debenture Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall will be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall will consist of such number of Persons persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall will be binding upon all Debentureholders. Neither the committee nor any member thereof shall will be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (jk) power to remove the Trustees Debenture Trustee from office and to appoint a new Debenture Trustee or Debenture Trustees provided that no such removal shall will be effective unless and until a new Debenture Trustee or Debenture Trustees shall have become bound by this Indenture; (l) power to sanction the exchange of the Debentures for or the conversion thereof into Units, bonds, debentures or other securities or obligations of the REIT or of any other Person formed or to be formed; (m) power to authorize the distribution in specie of any Units or securities received pursuant to a transaction authorized under the provisions of Subsection 13.11(l); and (kn) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(iSubsection 13.11(j). Notwithstanding the foregoing provisions of this Section 13.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditors.

Powers Exercisable by Extraordinary Resolution. In addition Without limiting the rights conferred on the Trustee by the Trust Deed, and subject to the powers conferred upon them by any other provisions of proviso to this Indenture or by lawparagraph 16, a meeting of the Debentureholders shall have the following powers exercisable from time Stockholders shall, in addition to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (c), (d) and (l) to receipt of the prior approval of the Toronto Stock Exchange or such all other exchange on which the Debentures are then listed:rights (a) power sanction either unconditionally or upon any conditions: (i) the release of the Council from the payment of all or any part of the money secured by the Trust Deed; or (ii) the surrender or release of the whole or any part of the Charged Assets; (b) sanction the exchange of Stock for, or the conversion of Stock into shares, stock, debentures, debenture stock or other obligations or securities of the Council or any company or entity formed or to be formed; (c) postpone, or with the concurrence of the Council accelerate, the day when the Principal Money of the Stock shall become payable and suspend or postpone for a time the payment of interest on the Stock; (d) sanction any modificationvariation, abrogationrelease, alteration, waiver or compromise or any arrangement in respect of the rights of the Debentureholders or the Trustees Stockholders against the Corporation, Council or against their property, whether its assets howsoever such rights arise under this Indenture or the Debentures or otherwiseshall arise; (be) power to assent to any modification of or change in variation or addition to or omission from waiver of the provisions contained in this Indenture the Trust Deed or any Debenture which shall be deed or other instrument collateral or supplemental thereto, or the conditions attaching to the Stock, proposed or agreed to by the Corporation and Council; (f) give any sanction, assent, release or waiver of any breach or default by the Council under any of the provisions of the Trust Deed; (g) authorise the Trustee or any Receiver, where it shall have entered into possession of the Charged Assets or any part thereof, to authorize give up possession of the Trustees same to the Council either unconditionally or upon any condition; (h) discharge, release or exonerate the Trustee from all liability in respect of any act or omission for which the Trustee has or may become responsible under the Trust Deed; (i) sanction any scheme for the reconstruction of the Council or for the amalgamation of the Council with any other person or entity where such sanction is necessary; (j) authorise or direct the Trustee to concur in and execute any indenture supplemental hereto deed or other document embodying any modificationsuch sanction, changeauthority, addition approval, assent, variation, release, waiver, compromise, direction or omissionrequest; (c) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation or for the consolidation, amalgamation, arrangement, combination or merger of the Corporation with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 shall have been complied with; (d) power to direct or authorize the Trustees to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (e) power to waive, and direct the Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (f) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (g) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (h) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation; (i) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (j) power to remove the Trustees from office and to appoint a new Trustee or Trustees provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this Indenture; and (k) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(i). Notwithstanding the foregoing provisions of this Section 13.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditors.

Powers Exercisable by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (c), (d) and (l) to receipt of the prior approval of the Toronto Stock Exchange or such other exchange on which the Debentures are then listed:CSE (if applicable): (a) power to authorize the Indenture Trustee to grant extensions of time for payment of any principal or interest on the Debentures, whether or not the principal or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Indenture Trustee (subject to the consent of the Indenture Trustee) against the Corporation, or against their its property, whether such rights arise under this Indenture or the Debentures or otherwise; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation and to authorize the Trustees Indenture Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (cd) power to sanction any scheme for the reconstruction, reconstruction or reorganization or recapitalization of the Corporation or for the consolidation, amalgamation, arrangement, combination amalgamation or merger of the Corporation with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 10.1 shall have been complied with; (de) power to direct or authorize the Trustees Indenture Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) power to waive, waive and direct the Indenture Trustee to waive, waive any default hereunder and/or or cancel any declaration made by the Trustees Indenture Trustee pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principalprincipal of, premium of (if any) or interest on the Debentures, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (hi) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation; (ij) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Indenture Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution extraordinary or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman chairperson and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (jk) power to remove the Trustees Indenture Trustee from office and to appoint a new Indenture Trustee or Indenture Trustees provided that no such removal shall be effective unless and until a new Indenture Trustee or Indenture Trustees shall have become bound by this Indenture; (l) power to sanction the exchange of the Debentures for or the conversion thereof into shares, bonds, debentures or other securities or obligations of the Corporation or of any company or other Person formed or to be formed; (m) power to authorize the distribution in specie of any shares or securities received pursuant to a transaction authorized under the provisions of Section 11.11(d); (n) power to require the Indenture Trustee to exercise any power, right or remedy or authority given to it by this Indenture in any manner specified in such Extraordinary Resolution, or to refrain from exercising any such power, right, remedy or authority; (o) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders against the Corporation, or against its property, whether such rights shall arise under this Indenture or the Debentures or otherwise; and (kp) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(i11.11(j). Notwithstanding the foregoing provisions of this Section 13.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditors.

Powers Exercisable by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (c), (d) and (l) to receipt of the prior approval of the Toronto Stock Exchange or such other exchange on which the Debentures are then listed: (a) power to authorize the Debenture Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Debenture Trustee against the CorporationCorporation (subject to the consent of the Debenture Trustee), or against their its property, whether such rights arise under this Indenture or the Debentures or otherwise; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation and to authorize the Trustees Debenture Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (cd) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation or for the consolidation, amalgamation, arrangement, combination amalgamation or merger of the Corporation with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 10.1 shall have been complied with; (de) power to direct or authorize the Trustees Debenture Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) power to waive, and direct the Debenture Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees Debenture Trustee pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (hi) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation; (ij) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Debenture Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (jk) power to remove the Trustees Debenture Trustee from office and to appoint a new Debenture Trustee or Debenture Trustees provided that no such removal shall be effective unless and until a new Debenture Trustee or Debenture Trustees shall have become bound by this Indenture, and the Corporation shall have consented to such new Debenture Trustee, such consent to not be unreasonably withheld; (l) power to sanction the exchange of the Debentures for or the conversion thereof into shares, bonds, debentures or other securities or obligations of the Corporation or of any other Person formed or to be formed; (m) power to authorize the distribution in specie of any shares or securities received pursuant to a transaction authorized under the provisions of Section 12.11(l); and (kn) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(i12.11(j). Notwithstanding the foregoing provisions of this Section 13.11 12.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditors, nor shall any of such provisions of this Section 12.11 in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of this Indenture which would be prejudicial to the rights, remedies and recourse hereunder of the Debenture Trustee on its own account. Notwithstanding the foregoing provision of this Section 12.11, the Corporation and the Debenture Trustee may amend this Indenture or the Debentures for certain purposes, without the consent of the Debentureholders, including to (i) cure any ambiguity, defect or inconsistency, provided, however, that the amendment to cure any such ambiguity, defect or inconsistency does not materially adversely affect the rights of the Debentureholders; (ii) provide for the assumption by a successor of the Corporation’s or the Debenture Trustee’s obligations under this Indenture; (iii) make any change to comply with any applicable laws or requirements of any governmental authority relating to trust indentures; (iv) add to the Corporation’s covenants or the Corporation’s obligations under this Indenture for the protection of Debentureholders; or (v) make any other change that does not adversely affect the rights of Debentureholders.

Powers Exercisable by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and Resolution (subject in the case of the matters in paragraphs (a), (b), (c), – (d) and (l) to receipt of the prior approval of the Toronto Stock Exchange CSE (or such other recognized stock exchange on which the Debentures Common Shares are then listed: (a) listed for trading): power to authorize the Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue; power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Trustee (with its consent) against the Corporation, or against their its property, whether such rights arise under this Indenture or the Debentures or otherwise; (b) any other Indenture Document; power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture Indenture, any Debenture or any Debenture Indenture Document which shall be agreed to by the Corporation and to authorize the Trustees Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (c) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation or for the consolidation, amalgamation, arrangement, combination or merger of the Corporation with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 shall have been complied with; (d) ; power to direct or authorize the Trustees Trustee to exercise any power, right, remedy or authority given to it by this Indenture or any other Indenture Document in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (e) ; power to waive, and direct the Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees Trustee pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (f) ; power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (g) ; power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (h) ; power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation; (i) ; power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, meetings and the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (j) ; power to remove the Trustees Trustee from office and to appoint a new Trustee or Trustees provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this Indenture; and (k) power to sanction the exchange of the Debentures for or the conversion thereof into shares, bonds, debentures or other securities or obligations of the Corporation or of any other Person formed or to be formed; power to authorize the distribution in specie of any shares or securities received pursuant to a transaction authorized under the provisions of Section 11.11(a); and power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(i11.11(i). Notwithstanding the foregoing provisions of this Section 13.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditors.

Powers Exercisable by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (c), (d) and (l1) to receipt of the prior approval of the Toronto Stock Exchange or such other any exchange on which the Debentures are then listed: (a) power to authorize the Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Trustee against the Corporation, or against their its property, whether such rights arise under this Indenture or the Debentures or the Pledge Agreement or otherwise; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation and consented to by the Trustee, relying on an opinion of Counsel, such consent not to be unreasonably withheld, to authorize the Trustees Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission, and to consent to the assignment by the Corporation of its rights or obligations pursuant to any Security Document; (cd) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation or for the consolidation, amalgamation, arrangement, combination or merger of the Corporation with any other Person Person, or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 shall have been complied with; (de) power to direct or authorize the Trustees Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) power to waive, and direct the Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees Trustee pursuant to Section 8.1 9.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.59.6, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (hi) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation; (ij) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons individuals as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (jk) power to remove the Trustees Trustee from office and to appoint a new Trustee or Trustees provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this Indenture; and; (kl) power to sanction the exchange of the Debentures for, or the conversion thereof into, shares, bonds, debentures or other securities or obligations of the Corporation or of any other Person formed or to be formed; (m) power to authorize the distribution in specie of any shares or securities received pursuant to a transaction authorized under the provisions of Section 12.11(l); (n) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(i12.11(j). Notwithstanding the foregoing provisions of this Section 13.11 none of such provisions shall in ; and (o) power to authorized, condone or support any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse reorganization of the priority Trenchant Subsidiary or the issuance of any additional or replacement securities of the Senior CreditorsTrenchant Subsidiary. Except as otherwise provided in this Indenture, all other powers of and matters to be determined by the Debentureholders may be exercised or determined from time to time by Ordinary Resolution based on the opinion of Counsel.

Powers Exercisable by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (c), (d) and (l) to receipt of the prior approval of the Toronto Stock Exchange or such other exchange or quotation system on which the Debentures are then listed: (a) power to authorize the Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Trustee (with its consent) against the Corporation, or against their its property, whether such rights arise under this Indenture or the Debentures or otherwise; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation and to authorize the Trustees Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (cd) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation or for the consolidation, amalgamation, arrangement, combination or merger of the Corporation with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 9.1 shall have been complied with; (de) power to direct or authorize the Trustees Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) power to waive, and direct the Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees Trustee pursuant to Section 8.1 7.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.57.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (hi) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares Shares or other securities of the Corporation; (ij) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (jk) power to remove the Trustees Trustee from office and to appoint a new Trustee or Trustees provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this Indenture; (l) power to sanction the exchange of the Debentures for or the conversion thereof into Shares, bonds, debentures or other securities or obligations of the Corporation or of any other Person formed or to be formed; (m) power to authorize the distribution in specie of any shares or securities received pursuant to a transaction authorized under the provisions of Section 11.11(l); and (kn) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(i11.11(j). Notwithstanding Except as otherwise provided in this Indenture, all other powers of and matters to be determined by the foregoing provisions of this Section 13.11 none of such provisions shall in any manner allow Debentureholders may be exercised or permit any amendment, modification, abrogation or addition determined from time to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditorstime by Ordinary Resolution.

Powers Exercisable by Extraordinary Resolution. In addition to the all other powers conferred upon them by any other provisions of this Trust Indenture or by law, but in all cases subject to Section 13.11, a meeting of the Debentureholders Beneficial Holders shall have the following powers exercisable powers, any one or combination of which may be exercised from time to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (c), (d) and (l) to receipt of the prior approval of the Toronto Stock Exchange or such other exchange on which the Debentures are then listed: (a) power to sanction agree to any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders Holders or Beneficial Holders and/or the Trustees Trustee against the Corporation, MDC or against their propertyits undertaking, property and assets or any part thereof (whether such rights arise under this Trust Indenture or the Debentures Exchangeable Securities or otherwise) which shall have been agreed to by MDC; (b) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation and to authorize the Trustees to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (c) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation or for the consolidation, amalgamation, arrangement, combination or merger of the Corporation with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 shall have been complied with; (d) power to direct or authorize the Trustees Trustee to exercise any power, right, remedy or authority given to it by this Trust Indenture or the Exchangeable Securities in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authorityauthority and the power to remove the Trustee and appoint a new trustee hereunder; (c) power to waive and direct the Trustee to waive any default (other than a default in the payment of principal or interest on the Exchangeable Securities, including, without limitation, an Exchange Default) on the part of MDC in complying with any provision of this Trust Indenture or the Exchangeable Securities and/or to annul and to direct the Trustee to annul any declaration made by the Trustee pursuant to Section 10.2, either unconditionally or upon any conditions specified in such Extraordinary Resolution; (d) power, with the approval of MDC, to sanction the exchange of Exchangeable Securities for or the conversion of Exchangeable Securities into shares, bonds, notes or any other securities or obligations of MDC or any other person; (e) power to waiveassent to any modification of, or change in, or omission from, the provisions contained herein or in the Exchangeable Securities or in any deed or instrument supplemental hereto or thereto which shall be agreed to by MDC and direct to authorize the Trustee to waiveconcur in and execute any deed or instrument supplemental hereto embodying such modification, any default hereunder and/or cancel any declaration made by the Trustees pursuant to Section 8.1 either unconditionally change or upon any condition specified in such Extraordinary Resolutionomission; (f) power to restrain any Debentureholder Holder or Beneficial Holder from taking taking, instituting or instituting maintaining any suitaction, action suit or proceeding for the purpose of enforcing payment of the principal, premium principal or interest on the Debentures, or for the execution of any trust or power hereunder or for the appointment of a custodian, sequestrator, liquidator, receiver, receiver and manager or a trustee in bankruptcy or to have MDC wound up or for any other remedy hereunder; (g) power to direct any Debentureholder Holder or Beneficial Holder who, as such, has brought any actionsuch suit, suit action or proceeding against MDC hereunder to stay or otherwise discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.510.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder the Holder or Beneficial Holder in connection therewith; (h) power to assent to amend, alter or repeal any compromise Extraordinary Resolution previously passed or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of sanctioned by the CorporationBeneficial Holders; (i) power to sanction any transaction (whether by way of reconstruction, reorganization, arrangement, consolidation, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of the undertaking, property and assets of MDC would become the property of any other person, or in the case of an amalgamation, of the continuing corporation resulting therefrom, provided that no such sanction shall in any event be necessary in respect of any such transaction if the provisions of Article 12 are complied with; (j) power to assent to any judgment, compromise or arrangement by MDC with any creditor or creditors or classes of creditors or with the holders of any shares or securities of MDC; (k) power to authorize the Trustee, in the event of MDC making an unauthorized assignment, or a custodian, sequestrator, trustee or liquidator being appointed, under applicable bankruptcy or insolvency legislation or legislation relating to winding-up, for and on behalf of the Holders, and in addition to any claim or debt proved or made for its own account as Trustee hereunder, to file and prove a claim or debt against MDC and its properties for an amount equivalent to the aggregate amount which may be payable in respect of the Exchangeable Securities, value security and vote such claim or debt at meetings of creditors and to file any proposals and generally act for and on behalf of the Holders in such proceedings as such Extraordinary Resolution may provide; and (l) power to appoint and remove a committee to consult with power the Trustee and authority to delegate to such committee (subject to such limitations, if any, as may be prescribed in the resolutionExtraordinary Resolution) to exercise, and to direct the Trustees to exercise, on behalf of the Debentureholders, such all or any of the powers of which the Debentureholders as are exercisable Beneficial Holders could exercise by Extraordinary Resolution or other resolution as shall be included in under the resolution appointing foregoing paragraphs (b), (c), (f), (g), and (k) of this Section 13.10; the committee. The resolution Extraordinary Resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such ; such committee shall consist of such number of Persons persons as shall be prescribed in the resolution Extraordinary Resolution appointing it it, and the members need not themselves be themselves Debentureholders. Every Holders or Beneficial Holders; subject to the Extraordinary Resolution appointing it, every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number number, the manner in which it may act and its procedure generally. Such generally and such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by a majority of the members thereof or the number of members thereof necessary to constitute a quorum. All , whichever is the greater, and all acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (j) power to remove the Trustees from office Holders and to appoint a new Trustee or Trustees provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this Indenture; and (k) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(i). Notwithstanding the foregoing provisions of this Section 13.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior CreditorsBeneficial Holders.

Powers Exercisable by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (c), (d) and (l1) to receipt of the prior approval of the Toronto Stock Exchange TSX (or such other exchange on which the Debentures are then listed:): (a) power to authorize the Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Trustee against the Corporation, or against their its property, whether such rights arise under this Indenture or the Debentures or otherwise; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation and to authorize the Trustees Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (cd) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation or for the consolidation, amalgamation, arrangement, combination or merger of the Corporation with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 shall have been complied with; (de) power to direct or authorize the Trustees Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) power to waive, and direct the Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees Trustee pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (hi) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation; (ij) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, meetings and the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (jk) power to remove the Trustees Trustee from office and to appoint a new Trustee or Trustees provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this Indenture; (l) power to sanction the exchange of the Debentures for or the conversion thereof into shares, bonds, debentures or other securities or obligations of the Corporation or of any other Person formed or to be formed; (m) power to authorize the distribution in specie of any shares or securities received pursuant to a transaction authorized under the provisions of Section 13.11(1); and (kn) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(i13.11(j). Notwithstanding the foregoing provisions of this Section 13.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditors.

Powers Exercisable by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (c), (d) and (l) to receipt of the prior approval of the Toronto Stock Exchange or such other exchange on which the Debentures are then listed: (a) power to authorize the Debenture Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Debenture Trustee against the CorporationTrust, or against their its property, whether such rights arise under this Indenture or the Debentures or otherwise; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation Trust and to authorize the Trustees Debenture Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (cd) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation Trust or for the consolidation, amalgamation, arrangement, combination amalgamation or merger of the Corporation Trust with any other Person person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation Trust or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 shall have been complied with; (de) power to direct or authorize the Trustees Debenture Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) power to waive, and direct the Debenture Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees Debenture Trustee pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (hi) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares units or other securities of the CorporationTrust; (ij) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Debenture Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (jk) power to remove the Trustees Debenture Trustee from office and to appoint a new Trustee debenture trustee or Trustees debenture trustees provided that no such removal shall be effective unless and until a new Trustee debenture trustee or Trustees debenture trustees shall have become bound by this Indenture; (l) power to sanction the exchange of the Debentures for or the conversion thereof into units, bonds, debentures or other securities or obligations of the Trust or of any other person formed or to be formed; (m) power to authorize the distribution in specie of any shares or securities received pursuant to a transaction authorized under the provisions of Section 13.11(l); and (kn) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(i13.11(j). Notwithstanding the foregoing provisions of this Section 13.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditors.

Powers Exercisable by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (c), (d) and (l) to receipt of the prior approval of the Toronto Stock Exchange TSX and the NYSE Amex or such other exchange on which the Debentures and/or Common Shares are then listed: (a) power to authorize the Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Trustee against the Corporation, or against their its property, whether such rights arise under this Indenture or the Debentures or otherwiseotherwise provided that such sanctioned actions are not prejudicial to the Trustee; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation and to authorize the Trustees Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (cd) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation or for the consolidation, amalgamation, arrangement, combination or merger of the Corporation with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 shall have been complied with; (de) power to direct or authorize the Trustees Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) power to waive, and direct the Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees Trustee pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (hi) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation; (ij) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (jk) power to remove the Trustees Trustee from office and to appoint a new Trustee or Trustees provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this Indenture; and (k) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(i). Notwithstanding the foregoing provisions of this Section 13.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditors.;

Powers Exercisable by Extraordinary Resolution. (1) In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and Resolution (subject in the case of the matters in paragraphs (a), (b), (c), (da)–(d) and (l) to receipt of the prior approval of the Toronto Recognized Stock Exchange or such other exchange on which the Debentures Common Shares are then listed for trading, if the Common Shares are listed:): (a) power to authorize the Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Trustee (with its consent) against the Corporation, or against their its property, whether such rights arise under this Indenture or the Debentures or otherwise; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation and to authorize the Trustees Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (cd) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation or for the consolidation, amalgamation, arrangement, combination or merger of the Corporation with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 10.1 shall have been complied with; (de) power to direct or authorize the Trustees Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) power to waive, and direct the Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees Trustee pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (hi) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation; (ij) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, meetings and the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (jk) power to remove the Trustees Trustee from office and to appoint a new Trustee or Trustees provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this Indenture; (l) power to sanction the exchange of the Debentures for or the conversion thereof into shares, bonds, debentures or other securities or obligations of the Corporation or of any other Person formed or to be formed; (m) power to authorize the distribution in specie of any shares or securities received pursuant to a transaction authorized under the provisions of subsection 12.11(1); and (kn) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(iclause 12.11(1)(j). . (2) Notwithstanding the foregoing provisions of this Section 13.11 12.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Secured Creditors.

Powers Exercisable by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (c), (d) and (l) to receipt of the prior approval of the Toronto Stock Exchange TSX (if applicable) or such other exchange on which the Debentures are then listed: (a) power to authorize the Debenture Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Debenture Trustee against the Corporation, or against their its property, whether such rights arise under this Indenture or the Debentures or otherwiseotherwise provided that such sanctioned actions are not prejudicial to the Debenture Trustee; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation and to authorize the Trustees Debenture Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (cd) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation or for the consolidation, amalgamation, arrangement, combination or merger of the Corporation with any other Person person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 shall have been complied with; (de) power to direct or authorize the Trustees Debenture Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) power to waive, and direct the Debenture Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees Debenture Trustee pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (hi) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares Shares or other securities of the Corporation; (ij) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Debenture Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (jk) power to remove the Trustees Debenture Trustee from office and to appoint a new Debenture Trustee or Debenture Trustees provided that no such removal shall be effective unless and until a new Debenture Trustee or Debenture Trustees shall have become bound by this Indenture; (l) power to sanction the exchange of the Debentures for or the conversion thereof into Shares, bonds, debentures or other securities or obligations of the Corporation or of any other person formed or to be formed; (m) power to authorize the distribution in specie of securities received pursuant to a transaction authorized under the provisions of Section 13.11(l); and (kn) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(i13.11(j). Notwithstanding the foregoing provisions of this Section 13.11 13.11, none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditors.

Powers Exercisable by Extraordinary Resolution. (1) In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and Resolution (subject in the case of the matters in paragraphs (a), (b), (c), – (d) and (l) to receipt of the prior approval of the Toronto Recognized Stock Exchange or such other exchange on which the Debentures Subordinate Voting Shares are then listed:listed for trading): (a) power to authorize the Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Trustee (with its consent) against the Corporation, or against their its property, whether such rights arise under this Indenture or the Debentures or otherwise; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation and to authorize the Trustees Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (cd) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation or for the consolidation, amalgamation, arrangement, combination or merger of the Corporation with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 10.1 shall have been complied with; (de) power to direct or authorize the Trustees Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) power to waive, and direct the Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees Trustee pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (hi) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation; (ij) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, meetings and the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (jk) power to remove the Trustees Trustee from office and to appoint a new Trustee or Trustees provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this Indenture; (l) power to sanction the exchange of the Debentures for or the conversion thereof into shares, bonds, debentures or other securities or obligations of the Corporation or of any other Person formed or to be formed; (m) power to authorize the distribution in specie of any shares or securities received pursuant to a transaction authorized under the provisions of subsection 11.11(1); and (kn) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(iclause 11.11(1)(j). . (2) Notwithstanding the foregoing provisions of this Section 13.11 11.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Secured Creditors.

Powers Exercisable by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (c), (d) and (l) to receipt of the prior approval of the Toronto Principal Stock Exchange or such other exchange on which the Debentures are then listedExchange, where required: (a) power to authorize the Debenture Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Debenture Trustee against the CorporationCompany, or against their its property, whether such rights arise under this Indenture or the Debentures or otherwise; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation Company and to authorize the Trustees Debenture Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (cd) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation Company or for the consolidation, amalgamation, arrangement, combination amalgamation or merger of the Corporation Company with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation Company or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 10.1 shall have been complied with; (de) power to direct or authorize the Trustees Debenture Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) power to waive, and direct the Debenture Trustee to waive, any default hereunder and/or or to cancel any declaration made by the Trustees Debenture Trustee pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (hi) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares Stapled Units or other securities of the CorporationCompany; (ij) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Debenture Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (jk) power to remove the Trustees Debenture Trustee from office and to appoint a new Debenture Trustee or Debenture Trustees provided that no such removal shall be effective unless and until a new Debenture Trustee or Debenture Trustees shall have become bound by this Indenture; (l) power to sanction the exchange of the Debentures for or the conversion thereof into Stapled Units, bonds, debentures or other securities or obligations of the Company or of any other Person formed or to be formed; (m) power to authorize the distribution in specie of any shares or securities received pursuant to a transaction authorized under the provisions of Section 12.11(l); and (kn) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(i12.11(j). Notwithstanding the foregoing provisions of this Section 13.11 12.11, none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior CreditorsLenders.

Powers Exercisable by Extraordinary Resolution. In addition to the all other powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (c), (d) and (l) to receipt of the prior approval of the Toronto Stock Exchange or such other exchange on which the Debentures are then listed: (a) power to sanction any scheme for the reorganization, consolidation, amalgamation or merger of the Corporation or the Guarantor with any other corporation, or for the sale of all or substantially all of the assets of the Corporation or the Guarantor; provided, however, that no such sanction shall be necessary for a reorganization, consolidation, amalgamation, merger or sale carried out in compliance with the provisions of ARTICLE 10; (b) power to require the Trustee to exercise or refrain from exercising any of the powers conferred upon it by this Indenture or any Debenture or to waive any default on the part of the Corporation, either unconditionally or, upon such terms as may be decided upon and to annul and to direct the Trustee to annul, any declaration or demand made pursuant to the provisions of Section 8.2 in respect of such default; (c) power to remove the Trustee from office and to appoint a new trustee or trustees in accordance with Section 13.8; (d) power to sanction any change whatsoever of any provision of the Debentures or coupons or of this Indenture agreed to by the Corporation or the Guarantor and any modification, alteration, abrogation, alteration, compromise or arrangement of or in respect of the rights of the Debentureholders or the Trustees against the Corporation, or the Guarantor, if applicable, or against their property, whether such rights shall arise under the provisions of this Indenture or Indenture, the Debentures or coupons or otherwise; (b) power to assent to any modification ; FINOVA Trust Indenture Page 50 of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation and to authorize the Trustees to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (c) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation or for the consolidation, amalgamation, arrangement, combination or merger of the Corporation with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 shall have been complied with; (d) power to direct or authorize the Trustees to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority;61 (e) power to waivesanction the exchange of the Debentures or coupons for or the conversion thereof into shares, and direct bonds, debentures or other securities of the Trustee Corporation or of any corporation formed or to waive, any default hereunder and/or cancel any declaration made by the Trustees pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolutionbe formed; (f) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (g) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (h) power to assent to any compromise or arrangement by the Corporation or the Guarantor with any creditor or creditor, creditors or any class or classes of creditors, whether secured creditors or otherwise, and with the holders of any shares or other securities of the CorporationCorporation or the Guarantor; (g) power to commence, carry on and settle any action against the Trustee in respect of the performance of its duties hereunder; (h) power to authorize the Trustee, in the event of the Corporation making an authorized assignment or proposal, or a custodian or trustee being appointed, under bankruptcy legislation or a liquidator being appointed, for and on behalf of the Debentureholders, and in addition to any claim or debt proved or made for its own account as Trustee hereunder, to file and prove any claim or debt against the Corporation and its property for an amount equivalent to the aggregate amount which may be payable in respect of the Debentures, value security and vote such claim or debt at meetings of creditors and generally act for and on behalf of the Debentureholders in such proceedings as such resolution may provide; (i) power to restrain any Holder of any Debenture or coupon outstanding hereunder from taking or instituting any action, suit or proceeding for the execution of any trust or power hereunder or for the appointment of a custodian, sequestrator, liquidator, receiver manager or receiver or trustee in bankruptcy or to have the Corporation wound up or for any other remedy hereunder and to direct such Holder of any Debenture or coupon to waive any default or defaults by the Corporation on which any action, suit or proceeding is founded; (j) power to direct any Debentureholder bringing any action, suit or proceeding and the Trustee to waive the default in respect of which such action, suit or other proceeding shall have been brought and to stay or discontinue any such action, suit or proceeding upon payment to each such Debentureholder of such Debentureholder's costs, provided that the action, suit or proceeding was authorized pursuant to the provisions of Section 8.5; (k) power to require the Trustee to make a declaration under the provisions of Section 8.2 and/or to proceed to enforce any remedy available hereunder, but subject always to compliance with the provisions of Section 8.3; (l) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders; (m) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolutionExtraordinary Resolution) to exercise, and to direct the Trustees to exercise, exercise on behalf of the Debentureholders, Debentureholders such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (j) power to remove the Trustees from office and to appoint a new Trustee or Trustees provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this Indentureappointment; and (kn) power to amend, alter assent to any modification of or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(i). Notwithstanding the foregoing provisions of this Section 13.11 none of such provisions shall change in any manner allow or permit any amendment, modification, abrogation or addition to or omission from the provisions contained in this Indenture which shall be agreed to by the Corporation and the Guarantor and to authorize the Trustee to concur in and execute any indenture supplemental to this Indenture embodying any such modification, change, addition or omission or any deeds, documents or writings authorized by such resolution. FINOVA Trust Indenture Page 51 of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditors.61

Powers Exercisable by Extraordinary Resolution. In A meeting of the Securityholders shall, in addition to the all other powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers powers, exercisable from time to time by resolution passed as an Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (c), (d) and (l) to receipt of the prior approval of the Toronto Stock Exchange or such other exchange on which the Debentures are then listed: (a) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees against the Corporation, or against their property, whether such rights arise under this Indenture or the Debentures or otherwise; (b) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation and to authorize the Trustees to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (c1) power to sanction any scheme for the reconstruction, reconstruction or reorganization or recapitalization of the Corporation or for the consolidation, amalgamation, arrangement, combination amalgamation or merger of the Corporation with any other Person entity or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property undertaking and assets of the Corporation as a whole or any part thereofsubstantially as a whole, provided that no such sanction shall be necessary for a reconstruction, reorganization, consolidation, amalgamation, merger or transfer under the provisions of Article Seven; (2) power to require or authorize the Trustee to exercise or refrain from exercising any trust or power conferred upon it by this Indenture or to waive any default, other than that provided in Section 5.02, on the part of the Corporation, upon such terms as may be decided upon; (3) power to remove the Trustee from office and to appoint a new Trustee or Trustees; (4) power to sanction any change whatsoever of any provision of the Securities or of this Indenture and any modification, alteration, abrogation, compromise, or arrangement of or in respect of the rights of the Securityholders against the Corporation, whether such rights shall arise under the provisions of this Indenture or otherwise; (5) power to sanction the exchange of the Securities for or the conversion of such Securities into shares, bonds, debentures or other securities of the Corporation or of any corporation or proposed corporation; (6) power to assent to any compromise or arrangement by the Corporation with any creditor, creditors or class or classes of creditors or with the holders of any shares or other securities of the Corporation, provided that no such assent shall be required in respect of any such transaction if compromise or arrangement made by the provisions Corporation in the ordinary course of Section 11.1 shall have been complied withits business; (d7) power to direct or authorize the Trustees Trustee, in the event of a curator or a liquidator being appointed, for and on behalf of the Securityholders, and in addition to exercise any powerclaim or Debt proved or made for its own account as Trustee under this Indenture, right, remedy to file and prove a claim or authority given Debt against the Corporation and its property for an amount equivalent to it by this Indenture the aggregate amount which may be payable in any manner specified respect of the Securities and to vote such claim or Debt at meetings of creditors and generally to act for an on behalf of the Securityholders in any such proceedings as such resolution passed as an Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authoritymay provide; (e) power to waive, and direct the Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (f) 8) power to restrain any Debentureholder Holder of any Securities from taking or instituting any suit, action or proceeding against the Corporation for the purpose of enforcing payment of the principalprincipal of and premium on, premium if any, or interest on the Debentureson, if any, such Securities or for the execution of any trust or power hereunderunder this Indenture or for the appointment of a liquidator, receiver or receiver and manager, or trustee in bankruptcy, or to have the Corporation wound up or for any other remedy under this Indenture and to direct such Holder of any Securities to waive any default by the Corporation on which any suit or proceeding is founded; (g9) power to direct any Debentureholder who, as such, has brought Person bringing any action, suit or proceeding and the Trustee to stay waive the default in respect of which such action, suit or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or other proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewithbrought; (h) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation; (i10) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) ), to exercise, and to direct the Trustees Trustee to exercise, on behalf of the DebentureholdersSecurityholders, such of the powers of the Debentureholders as Securityholders which are exercisable by Extraordinary Resolution or other resolution Securityholders’ Resolution by the Holders of Securities as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (j) power to remove the Trustees from office and to appoint a new Trustee or Trustees provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this Indenture; and (k11) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(i). Notwithstanding the foregoing provisions of this Section 13.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior CreditorsSecurityholders.

Powers Exercisable by Extraordinary Resolution. (a) In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary ResolutionResolution (subject, subject to Section 13.13 and subject in the case of the matters in paragraphs subsections (ai), (bii), (ciii), (div), (vi), (xii), (xiii) and (l) xiv), to receipt of applicable securities laws and regulatory requirements including the prior approval of the Toronto Stock Exchange or such other exchange on which the Debentures are then listed:TSX, if required): (ai) power to authorize the Trustee to grant extensions of time for payment of any the principal and/or the interest on the Debentures, whether or not the principal and/or the interest, the payment of which is extended, is at the time due or overdue; (ii) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Trustee (subject to the prior consent of the Trustee, such consent not to be unreasonably withheld) against the CorporationCompany, or against their its property, whether such rights arise under this Indenture or the Debentures or otherwise; (biii) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation Company and to authorize the Trustees Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (civ) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation Company or for the consolidation, amalgamation, arrangement, combination or merger of the Corporation Company with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation Company or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 shall have been complied with; (dv) power to direct or authorize the Trustees Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (evi) power to waive, and direct the Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees Trustee pursuant to Section 8.1 9.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fvii) power power, subject to Section 9.5, to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or principal and/or the interest on the Debentures, or for the execution of any trust or power hereunder; (gviii) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.59.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (hix) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the CorporationCompany; (ix) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, meetings and the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (jxi) power to remove the Trustees Trustee from office and to appoint a new Trustee or Trustees provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this Indenture; (xii) power to sanction the exchange of the Debentures for or the conversion thereof into shares, bonds, debentures or other securities or obligations of the Company or of any other Person formed or to be formed; (xiii) power to authorize the distribution in specie of any shares or securities received pursuant to a transaction authorized under the provisions of subsection 12.11(a)(xii); and (kxiv) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(iclause 12.11(a)(x). Notwithstanding the foregoing provisions of this Section 13.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditors.

Powers Exercisable by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (c), (d) and (l1) to receipt of the prior approval of the Toronto Stock Exchange TSX (if applicable) or such other exchange on which the Debentures are then listed: (a) power to authorize the Debenture Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Debenture Trustee against the Corporation, or against their its property, whether such rights arise under this Indenture or the Debentures or otherwiseotherwise provided that such sanctioned actions are not prejudicial to the Debenture Trustee; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation and to authorize the Trustees Debenture Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (cd) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation or for the consolidation, amalgamation, arrangement, combination amalgamation or merger of the Corporation with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 shall have been complied with; (de) power to direct or authorize the Trustees Debenture Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) power to waive, and direct the Debenture Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees Debenture Trustee pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (hi) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares Shares or other securities of the Corporation; (ij) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Debenture Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (jk) power to remove the Trustees Debenture Trustee from office and to appoint a new Debenture Trustee or Debenture Trustees provided that no such removal shall be effective unless and until a new Debenture Trustee or Debenture Trustees shall have become bound by this Indenture; (l) power to sanction the exchange of the Debentures for or the conversion thereof into Shares, bonds, debentures or other securities or obligations of the Corporation or of any other Person formed or to be formed; (m) power to authorize the distribution in specie of securities received pursuant to a transaction authorized under the provisions of Section 13.12(l); and (kn) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(i13.12(j). Notwithstanding the foregoing provisions of this Section 13.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditors.

Powers Exercisable by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (c), (d) and (l) to receipt of the prior approval of the Toronto Stock Exchange (if applicable) or such other exchange on which the Debentures are then listed: (a) power to authorize the Debenture Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Debenture Trustee against the Corporation, or against their its property, whether such rights arise under this Indenture or the Debentures or otherwise; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation and to authorize the Trustees Debenture Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (cd) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation or for the consolidation, amalgamation, arrangement, combination amalgamation or merger of the Corporation with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 shall have been complied with; (de) power to direct or authorize the Trustees Debenture Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) power to waive, and direct the Debenture Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees Debenture Trustee pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (hi) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares Common Shares or other securities of the Corporation; (ij) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Debenture Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (jk) power to remove the Trustees Debenture Trustee from office and to appoint a new Debenture Trustee or Debenture Trustees provided that no such removal shall be effective unless and until a new Debenture Trustee or Debenture Trustees shall have become bound by this Indenture; (l) power to sanction the exchange of the Debentures for or the conversion thereof into shares, bonds, debentures or other securities or obligations of the Corporation or of any other Person formed or to be formed; (m) power to authorize the distribution in specie of any shares or securities received pursuant to a transaction authorized under the provisions of subsection 13.11(l); and (kn) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(isubsection 13.11(j). Notwithstanding ; provided that, notwithstanding any other provision of this Indenture, the foregoing provisions of Debenture Trustee shall not be bound by and shall not take, and no Debentureholder is or shall be entitled to take, any action under or pursuant to this Section 13.11 none without the written consent of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Eligible Senior CreditorsCreditor.

Powers Exercisable by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have subject to Section 13.13, the following powers exercisable from time to time matters in respect of a series of Debentures shall require approval by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (c), (d) and (l) to receipt receipt, if required, of the prior approval of the Toronto Stock Exchange TSX or such other exchange or market on which the Debentures and/or Common Shares are then listedlisted or quoted for trading: (a) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders of such series or the Trustees Trustee (subject to the prior consent of the Trustee, such consent not to be unreasonably withheld) against the Corporation, or against their its property, whether such rights arise under this Indenture or the Debentures of such series or otherwiseotherwise provided that such sanctioned actions are not prejudicial to the Trustee; (b) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture of such series which shall be agreed to by the Corporation and to authorize the Trustees Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (c) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation or for the consolidation, amalgamation, arrangement, combination or merger of the Corporation with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 shall have been complied with; (d) power to direct or authorize the Trustees Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (e) power to waive, and direct the Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees Trustee pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (f) power to restrain any Debentureholder of such series from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the DebenturesDebentures of such series, or for the execution of any trust or power hereunder; (g) power to direct any Debentureholder of such series who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (h) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation; (i) power to increase the Senior Indebtedness above the Specified Limit or permit Encumbrances other than Permitted Encumbrances; (j) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Trustee to exercise, on behalf of the DebentureholdersDebentureholders of such series, such of the powers of the Debentureholders of such series as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons as shall be prescribed in the resolution appointing it and the members need not be themselves DebentureholdersDebentureholders of such series. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all DebentureholdersDebentureholders of the relevant series. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (jk) power to remove the Trustees Trustee from office and to appoint a new Trustee or Trustees provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this Indenture; and (kl) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders of such series or by any committee appointed pursuant to Section 13.11(i). Notwithstanding the foregoing provisions of this Section 13.11 13.11, none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 7 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Secured Creditors.. Except as otherwise provided in this Indenture, all other powers of and matters to be determined by the Debentureholders of a series may be exercised or determined from time to time by Ordinary Resolution. The expression "Ordinary Resolution" in respect of a series of Debentures when used in this Indenture means, except as otherwise provided in this Indenture, a resolution proposed to be passed as an ordinary resolution at a meeting of Debentureholders of such series then outstanding duly convened for the purpose and held in accordance with the provisions of this Article 13 at which a quorum of the Debentureholders of such series is present and passed by the affirmative votes of Debentureholders of such series present in person or represented by proxy at the meeting who hold more than 50% of the aggregate principal amount of the Debentures of such series voted in respect of such resolution

Powers Exercisable by Extraordinary Resolution. ‌ 12.11.1 In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and Resolution (subject in the case of the matters in paragraphs (a), (b), (c), ) – (d) and (l) to receipt of the prior approval of the Toronto Stock Exchange CSE (or such other recognized stock exchange on which the Debentures Common Shares are then listed:listed for trading)): (a) power to authorize the Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Trustee (with its prior consent) against the Corporation, or against their its property, whether such rights arise under this Indenture or the Debentures or otherwise; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation and to authorize the Trustees Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (cd) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation or for the consolidation, amalgamation, arrangement, combination or merger of the Corporation with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 10.1 shall have been complied with; (de) power to direct or authorize the Trustees Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) power to waive, and direct the Trustee to waive, any default or Event of Default hereunder and/or cancel any declaration made by the Trustees Trustee pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (hi) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation; (ij) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, meetings and the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (jk) power to remove the Trustees Trustee from office and to appoint a new Trustee or Trustees provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this Indenture; (l) power to sanction the exchange of the Debentures for or the conversion thereof into shares, bonds, debentures or other securities or obligations of the Corporation or of any other Person formed or to be formed; (m) power to authorize the distribution in specie of any shares or securities received pursuant to a transaction authorized under the provisions of Section 12.11.1; and (kn) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(i). 12.11.1(j) . 12.11.2 Notwithstanding the foregoing provisions of this Section 13.11 12.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Secured Creditors.

Powers Exercisable by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of Unless otherwise provided in this Indenture or by lawAgreement, a meeting of the Debentureholders shall Lenders shall, in addition to any powers hereinbefore given, have the following powers powers, exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (c), (d) and (l) to receipt of the prior approval of the Toronto Stock Exchange or such other exchange on which the Debentures are then listed: (a) power Power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Lenders against the CorporationCompany and/or the Guarantor, or against their property, whether such rights arise under this Indenture or the Debentures Agreement or otherwise; (b) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation and to authorize the Trustees to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (c) power Power to sanction any scheme for the reconstruction, reconstruction or reorganization or recapitalization of the Corporation Company and/or the Guarantor or for the consolidation, amalgamation, arrangement, combination amalgamation or merger of the Corporation Company and/or the Guarantor with any other Person corporation or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation Company and/or the Guarantor or any part thereof, provided that no such sanction shall will be necessary in respect of any such transaction if the provisions of Section 11.1 shall have 8.01 has been complied with; (dc) power to direct or authorize the Trustees Power to exercise any power, right, remedy or authority given to it by this Indenture Agreement in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ed) power Power to waive, and direct the Trustee to waive, waive any default hereunder and/or cancel any declaration made by the Trustees Trustee pursuant to Section 8.1 7.01 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fe) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (g) power Power to direct any Debentureholder who, Lender who as such, such has brought any action, suit or proceeding proceeding, to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have has been permitted by Section 8.510.01, of the costs, charges and expenses reasonably and properly property incurred by such Debentureholder holder in connection therewith; (hf) power Power to approve the exchange of the Loans for or the conversion thereof into shares, bonds, debentures, notes or other securities of the Company or of any corporation formed or to be formed, which has been approved by the Company; (g) Power to assent to any compromise or arrangement by the Company and/or the Guarantor with any creditor or creditor, creditors or any class or classes of creditors, whether secured creditors or otherwise, and with the holders of any shares or other securities of the CorporationCompany; (h) Power to restrain any Lender hereunder from taking or instituting any suit, action or proceeding for the execution of any trust or power hereunder or for the appointment of a liquidator or receiver or trustee in bankruptcy or to have the Company and/or the Guarantor wound up or for any other remedy hereunder and to direct such Lender to waive any default or defaults by the Company and/or the Guarantor on which any suit or proceeding is founded; (i) power Power to assent to any modification of or change in or addition to or omission from the provisions contained in this Agreement which has been agreed to by the Company and the Guarantor and to authorize the Trustee to concur in and execute any deed supplemental to this Promissory Note embodying any such modification, change, addition or omission or any deeds, documents or writings authorized by such extraordinary resolution; (j) Power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees to exercise, on behalf of the DebentureholdersLenders, such of the powers of the Debentureholders as Lenders which are exercisable by Extraordinary Resolution extraordinary or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons persons as shall be prescribed in the resolution appointing it and the members need not be themselves DebentureholdersLenders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all DebentureholdersLenders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (j) power to remove the Trustees from office and to appoint a new Trustee or Trustees provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this Indenture; and (k) power Power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned consented to by the Debentureholders or by any committee appointed pursuant Lenders. The foregoing powers shall be deemed to Section 13.11(i). Notwithstanding the foregoing provisions be several and not dependent on each other and each paragraph of this Section 13.11 none 11.02 and each power therein conferred shall, accordingly, be construed as complete in itself and not by reference to any other paragraph or power in said section and the exercise of any one or more of such provisions powers, or any combination of such powers, from time to time, shall in any manner allow or permit any amendment, modification, abrogation or addition not be deemed to exhaust the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse rights of the priority Lenders to exercise such power or powers, or combination of the Senior Creditorspowers, thereafter from time to time.

Powers Exercisable by Extraordinary Resolution. ‌ In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (c), (d) and (l) to receipt of the prior approval of the Toronto Stock Exchange or such other exchange on which the Debentures are then listed: (a) power to authorize the Debenture Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Debenture Trustee against the CorporationFriday Night, or against their its property, whether such rights arise under this Indenture or the Debentures or otherwise; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation Friday Night and to authorize the Trustees Debenture Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (cd) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation Friday Night or for the consolidation, amalgamation, arrangement, combination amalgamation or merger of the Corporation Friday Night with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation Friday Night or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 8.1 shall have been complied with; (de) power to direct or authorize the Trustees Debenture Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) power to waive, and direct the Debenture Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees Debenture Trustee pursuant to Section 8.1 6.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.56.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (hi) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the CorporationFriday Night; (ij) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Debenture Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith;faith;‌ (jk) power to remove the Trustees Debenture Trustee from office and to appoint a new Debenture Trustee or Debenture Trustees provided that no such removal shall be effective unless and until a new Debenture Trustee or Debenture Trustees shall have become bound by this Indenture; (l) power to sanction the exchange of the Debentures for or the conversion thereof into shares, bonds, debentures or other securities or obligations of Friday Night or of any other Person formed or to be formed;‌ (m) power to authorize the distribution in specie of any shares or securities received pursuant to a transaction authorized under the provisions of Section 9.11(l); and (kn) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(i9.11(j). Notwithstanding the foregoing provisions of this Section 13.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditors.

Powers Exercisable by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (c), (d) and (l) to receipt of the prior approval of the Toronto Stock Exchange (if applicable) or such other exchange on which the Debentures are then listed: (a) power to authorize the Debenture Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Debenture Trustee against the CorporationTrust, or against their its property, whether such rights arise under this Indenture or the Debentures or otherwise; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation Trust and to authorize the Trustees Debenture Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (cd) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation Trust or for the consolidation, amalgamation, arrangement, combination amalgamation or merger of the Corporation Trust with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation Trust or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 shall have been complied with; (de) power to direct or authorize the Trustees Debenture Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) power to waive, and direct the Debenture Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees Debenture Trustee pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (hi) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares units or other securities of the CorporationTrust; (ij) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Debenture Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (jk) power to remove the Trustees Debenture Trustee from office and to appoint a new Debenture Trustee or Debenture Trustees provided that no such removal shall be effective unless and until a new Debenture Trustee or Debenture Trustees shall have become bound by this Indenture; (l) power to sanction the exchange of the Debentures for or the conversion thereof into units, bonds, debentures or other securities or obligations of the Trust or of any other Person formed or to be formed; (m) power to authorize the distribution in specie of any shares or securities received pursuant to a transaction authorized under the provisions of Section 13.11(l); and (kn) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(i13.11(j). Notwithstanding the foregoing provisions of this Section 13.11 13.11, none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of of, or the priority of, any of the Senior Creditors.

Powers Exercisable by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of this Trust Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (c), (d) and (le) to receipt of the prior approval of the Toronto Stock Exchange or such other exchange on which TSX if required by the Debentures are then listedrules thereof: (a) power to authorize the Debenture Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Debenture Trustee (with the prior written consent of the Debenture Trustee) against the Corporation, or against their its property, whether such rights arise under this Trust Indenture or the Debentures or otherwise; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Trust Indenture or any Debenture which shall be agreed to by the Corporation and to authorize the Trustees Debenture Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (cd) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation or for the consolidation, amalgamation, arrangement, combination amalgamation or merger of the Corporation with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 shall have been complied with; (de) power to direct or authorize the Trustees Debenture Trustee to exercise any power, right, remedy or authority given to it by this Trust Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) power to waive, waive and direct the Debenture Trustee to waive, waive any default hereunder and/or cancel any declaration made by the Trustees Debenture Trustee pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (hi) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares Common Shares or other securities of the Corporation; (ij) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Debenture Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman chair and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (jk) power to remove the Trustees Debenture Trustee from office and to appoint a new Debenture Trustee or Debenture Trustees provided that no such removal shall be effective unless and until a new Debenture Trustee or Debenture Trustees shall have become bound by this Trust Indenture; (l) power to sanction the exchange of the Debentures for or the conversion thereof into Common Shares, bonds, debentures or other securities or obligations of the Corporation or of any other Person formed or to be formed; (m) power to authorize the distribution in specie of any shares or securities received pursuant to a transaction authorized under the provisions of Section 12.11(e); and (kn) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(i12.11(j). Notwithstanding the foregoing provisions of this Section 13.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditors.

Powers Exercisable by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (c), (d) and (l) to receipt of the prior approval of the Toronto Stock Exchange or such other exchange on which the Debentures are then listed: (a) power to authorize the Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Trustee against the Corporation, or against their its property, whether such rights arise under this Indenture or the Debentures or otherwise; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation and to authorize the Trustees Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (cd) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation or for the consolidation, amalgamation, arrangement, combination or merger of the Corporation with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 shall have been complied with; (de) power to direct or authorize the Trustees Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) power to waive, and direct the Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees Trustee pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (hi) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation; (ij) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (jk) power to remove the Trustees Trustee from office and to appoint a new Trustee or Trustees provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this Indenture; (l) power to sanction the exchange of the Debentures for or the conversion thereof into shares, bonds, debentures or other securities or obligations of the Corporation or of any other Person formed or to be formed; (m) power to authorize the distribution in specie of any shares or securities received pursuant to a transaction authorized under the provisions of Section 13.11(l); and (kn) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(i13.11(j). Notwithstanding the foregoing provisions of this Section 13.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditors.

Powers Exercisable by Extraordinary Resolution. (1) In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and Resolution (subject in the case of the matters in paragraphs (a), (b), (c), – (d) and (l) to receipt of the prior approval of the Toronto Stock Exchange CSE (or such other recognized stock exchange on which the Debentures Common Shares are then listed:listed for trading): (a) power to authorize the Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Trustee (with its consent) against the Corporation, or against their its property, whether such rights arise under this Indenture or the Debentures or otherwiseany other Indenture Document; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture Indenture, any Debenture or any Debenture Indenture Document which shall be agreed to by the Corporation and to authorize the Trustees Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (cd) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation any Obligor or for the consolidation, amalgamation, arrangement, combination or merger of the Corporation any Obligor with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation any Obligor or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 shall have been complied with; (de) power to direct or authorize the Trustees Trustee to exercise any power, right, remedy or authority given to it by this Indenture or any other Indenture Document in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) power to waive, and direct the Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees Trustee pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (hi) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation; (ij) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons persons as shall be prescribed in the resolution appointing resolutionappointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, meetings and the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (jk) power to remove the Trustees Trustee from office and to appoint a new Trustee or Trustees provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this Indenture; (l) power to sanction the exchange of the Debentures for or the conversion thereof into shares, bonds, debentures or other securities or obligations of the Corporation or of any other Person formed or to be formed; (m) power to authorize the distribution in specie of any shares or securities received pursuant to a transaction authorized under the provisions of Section 10.11(1); and (kn) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(i10.11(1)(j). Notwithstanding the foregoing provisions of this Section 13.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditors.

Powers Exercisable by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall will have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a), (b), (c), (d) and (l) to receipt of the prior approval of the Toronto Stock Exchange (if applicable) or such other exchange on which the Debentures are then listed: (a) power to authorize the Debenture Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees Debenture Trustee against the Corporation, or against their its property, whether such rights arise under this Indenture or the Debentures or otherwise; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall will be agreed to by the Corporation and to authorize the Trustees Debenture Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (cd) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation or for the consolidation, amalgamation, arrangement, combination amalgamation or merger of the Corporation with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall will be necessary in respect of any such transaction if the provisions of Section 11.1 shall have been complied with; (de) power to direct or authorize the Trustees Debenture Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) subject to Subsection 8.3(a), power to waive, and direct the Debenture Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees Debenture Trustee pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been is permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith; (hi) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any common shares or other securities of the Corporation; (ij) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Debenture Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall must be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall must consist of such number of Persons persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall will be binding upon all Debentureholders. Neither the committee nor any member thereof shall will be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (jk) power to remove the Trustees Debenture Trustee from office and to appoint a new Debenture Trustee or Debenture Trustees provided that no such removal shall will be effective unless and until a new Debenture Trustee or Debenture Trustees shall have has become bound by this Indenture; (l) power to sanction the exchange of the Debentures for or the conversion thereof into shares, bonds, debentures or other securities or obligations of the Corporation or of any other Person formed or to be formed; (m) power to authorize the distribution in specie of any shares or securities received pursuant to a transaction authorized under the provisions of Subsection 13.11(l); and (kn) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(iSubsection 13.11(j). Notwithstanding the foregoing provisions of this Section 13.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditors.

Powers Exercisable by Extraordinary Resolution. In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders Noteholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject to Section 13.13 and subject in the case of the matters in paragraphs (a)to, (b)as applicable, (c), (d) and (l) to receipt of the prior approval of the Toronto Stock Exchange TSX or such other exchange on which the Debentures Notes or Shares are then listed: (a) power to authorize the Note Trustee to grant extensions of time for payment of any principal, premium or interest on the Notes, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue; (b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders Noteholders or the Trustees Note Trustee against the CorporationCorporation or any Guarantor, or against their respective property, whether such rights arise under this Indenture or the Debentures Notes or otherwiseotherwise provided that such sanctioned actions are not prejudicial to the Note Trustee; (bc) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture Note which shall be agreed to by the Corporation and to authorize the Trustees Note Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission; (cd) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation or any Guarantor, or for the consolidation, amalgamation, arrangement, combination or merger of the Corporation or any Guarantor with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation Corporation, or any Guarantor or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 10.1 shall have been complied with; (de) power to direct or authorize the Trustees Note Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority; (ef) power to waive, and direct the Note Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustees Note Trustee pursuant to Section 8.1 7.1 either unconditionally or upon any condition specified in such Extraordinary Resolution; (fg) power to restrain any Debentureholder Noteholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the DebenturesNotes, or for the execution of any trust or power hereunder; (gh) power to direct any Debentureholder Noteholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.57.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder Noteholder in connection therewith; (hi) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares Shares or other securities of the Corporation; (ij) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustees Note Trustee to exercise, on behalf of the DebentureholdersNoteholders, such of the powers of the Debentureholders Noteholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons persons as shall be prescribed in the resolution appointing it and the members need not be themselves DebentureholdersNoteholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all DebentureholdersNoteholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (jk) power to remove the Trustees Note Trustee from office and to appoint a new Note Trustee or Note Trustees provided that no such removal shall be effective unless and until a new Note Trustee or Note Trustees shall have become bound by this Indenture; (l) power to sanction the exchange of the Notes for or the conversion thereof into Shares, bonds, notes or other securities or obligations of the Corporation or of any other Person formed or to be formed; (m) power to authorize the distribution in specie of securities received pursuant to a transaction authorized under the provisions of Section 12.11(l); and (kn) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders Noteholders or by any committee appointed pursuant to Section 13.11(i12.11(j). Notwithstanding the foregoing provisions of this Section 13.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditors.