Common use of Protection of Trustee Clause in Contracts

Protection of Trustee. By way of supplement to the provisions of any law from time to time applicable to trustees, it is expressly declared and agreed as follows: (1) The Trustee shall not be liable for or by reason of any representations, statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in section 10.10 or by virtue of the certification by the Trustee of the Warrant Certificates) or required to verify the same, but all those statements or recitals are and shall be deemed to be made by the Corporation. (2) Nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the registration (or filing or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto. (3) The Trustee shall not be bound to give notice to any person or persons of the execution hereof. (4) The Trustee shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants or warranties herein contained or of any acts of any director, officer, employee or agent of the Corporation. (5) The Trustee shall not be bound to give any notice or to do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it has been required to under the terms hereof nor shall the Trustee be required to take notice of any default of the Corporation hereunder unless and until notified in writing of the default (which notice must specify the nature of the default) and, in the absence of that notice, the Trustee may for all purposes hereunder conclusively assume that no default by the Corporation hereunder has occurred. The giving of any notice shall in no way limit the discretion of the Trustee hereunder as to whether any action is required to be taken in respect of any default hereunder. (6) The Trustee shall not be accountable with respect to the validity or value (or the kind or amount) of any Shares or Warrants or other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Warrant. (7) The Trustee is not responsible for any failure of the Corporation to make any cash payment or to issue, transfer or deliver Shares or certificates for the same upon the surrender or deemed surrender of any Warrant Certificates for the purpose of the exercise of the Warrants represented by such Warrant Certificates.

Protection of Trustee. By way of supplement to the provisions of any law from time to time applicable to trustees, it is expressly declared and agreed as follows: (1) The Trustee shall not be responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or by reason validity of any representationssecurity deposited with it, statements subject to compliance with the standard of fact or recitals care referred to in this Indenture or in the Warrant Certificates (except the representation contained in section 10.10 or by virtue of the certification by the Trustee of the Warrant Certificates) or required to verify the same, but all those statements or recitals are and shall be deemed to be made by the CorporationSection 6.01. (2) Nothing herein contained shall impose any obligation on None of the provisions in this Agreement will require the Trustee in its personal capacity under any circumstances whatever to see to expend or to require evidence risk its own funds or otherwise incur financial liability in the performance of any of its Trustee duties or in the registration (exercise of any of its Trustee rights or filing or renewal thereof) of this Indenture or any instrument ancillary or supplemental heretopowers. (3) The Trustee shall not will be bound required to give notice disburse moneys according to any person or persons of this Agreement only to the execution hereofextent that moneys have been deposited with it. (4) The Trustee shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants or warranties herein contained or of any acts of any director, officer, employee or agent of the Corporation. (5) The Trustee shall not be bound to give any notice or to do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it has shall have been required so to do under the terms hereof hereof; nor shall the Trustee be required to take notice of any default failure by it in the exercise of its powers or the Corporation carrying out of its obligations hereunder (a “default”), unless and until notified in writing of such default, which notice shall distinctly specify the default (which notice must specify desired to be brought to the nature attention of the default) and, Trustee and in the absence of that notice, any such notice the Trustee may for all purposes hereunder of this Agreement conclusively assume that no default by the Corporation hereunder has occurredbeen made. The giving of any No such notice shall in no any way limit the any discretion of herein given to the Trustee hereunder as to determine whether or not the Trustee shall take action with respect to such default. (5) The Trustee shall not be liable in any action is required to be taken manner, or held in respect breach of this Agreement, if prevented, hindered or delayed in the performance or observance of any of its obligations hereunder because of any cause beyond its control which prevents its performance or observance of any of its obligations hereunder and not caused by its fault or default hereunderand not avoidable by the exercise of reasonable effort on its part, including, without limitation, an act of God, riots, terrorism, acts of war, epidemics, governmental action, judicial order or earthquakes. The performance or observance of such obligations shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section 6.08(5). (6) The obligation of the Trustee to take any action not contemplated in its duties hereunder, shall not be accountable with respect conditional upon the New Transit, the Partnership or another person furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnify (to the validity or value (or extent sufficient funds for such purpose are not available to the kind or amountTrust) satisfactory to the Trustee to protect and hold harmless the Trustee against costs, changes, and expenses and liabilities to be incurred as a result of such act and any Shares or Warrants or other securities or property which may at any time loss and damages it would reasonably be issued or delivered upon the exercise of the rights attaching expected to any Warrantsuffer by reason thereof. (7) The Trustee is not responsible for any failure of the Corporation to make any cash payment or to issue, transfer or deliver Shares or certificates for the same upon the surrender or deemed surrender of any Warrant Certificates for the purpose of the exercise of the Warrants represented by such Warrant Certificates.

Protection of Trustee. By way of supplement to the provisions of any law Applicable Law from time to time applicable relating to trusteestrustees and in addition to any other provision of this Indenture for the relief of the Trustee, it is expressly declared and agreed as followsthat: (1a) The the Trustee shall not be liable for or by reason of any representations, statements of fact or recitals in this Indenture or in the Warrant Certificates Debentures (except the representation contained as provided in section 10.10 or by virtue of the certification subsection 2.7(d) and sections 13.11 and 13.13 which are being given by the Trustee of the Warrant Certificatesin its personal capacity) or required to verify the same, but all those such statements or recitals are and shall be deemed to be made by the Corporation.Issuer; (2b) Nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the registration (or filing or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto. (3) The Trustee shall not be bound to give notice to any person or persons Person notice of the execution hereof.of this Indenture unless and until an Event of Default and a declaration of acceleration has occurred, and the Trustee has determined or become obliged to enforce the same; (4c) The the Trustee shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation Issuer of any of the covenants or warranties herein contained in this Indenture or of any acts of any director, officer, employee the agents or agent servants of the CorporationIssuer; (d) the Issuer indemnifies and saves harmless the Trustee and its officers, directors and employees and agents from and against any and all liabilities, losses, costs, claims, actions, expenses (including legal fees and disbursements on a solicitor and client basis) or demands whatsoever which may be brought against the Trustee or which it may suffer or incur as a result of or arising out of the performance of its duties and obligations under this Indenture, including those arising out of or related to actions taken or omitted to be taken by the Trustee contemplated by this Indenture, and including legal fees and disbursements on a full indemnity basis and costs and expenses incurred in connection with the enforcement of this indemnity, which the Trustee may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Trustee, save only in the event of the gross negligence or reckless disregard in acting or failing to act, or the wilful misconduct, dishonesty or bad faith of the Trustee. It is understood and agreed that this indemnification shall survive the termination or discharge of this Indenture or the resignation or removal of the Trustee; (e) without limiting the generality of subsection 13.12(d), the Issuer will indemnify and hold harmless the Trustee and upon written request reimburse the Trustee for the amount of (i) any taxes levied or imposed and paid by the Trustee as a result of payments made under or with respect to the Debentures, (ii) any liability (including penalties and interest) arising therefrom or with respect thereto paid by the Trustee as a result of payments made under or with respect to the Debentures, and (iii) any taxes levied or imposed and paid by the Trustee with respect to reimbursement under (a) and (b) above, but excluding any taxes on the Trustee’s net income arising from fees for acting as the trustee hereunder or in respect of the Trustee’s capital. (5f) The the Trustee shall not be liable by reason of the statements or implications of fact or law contained in or arising out of anything contained in this Indenture or in the Debentures or be required to verify the same, but all statements or implications shall be deemed to have been made by the Issuer only; (g) the Trustee may, in the exercise of all or any of the trusts, powers and discretion vested in it under this Indenture, act by the responsible officers of the Trustee; the Trustee may delegate to any Person the performance of any of the trusts and powers vested in it by this Indenture, and any delegation may be made upon such terms and conditions and subject to such regulations as the Trustee may think to be in the best interest of the Holders; (h) the Trustee shall not be required to take notice or be deemed to have notice or actual knowledge of any matter under this Indenture, unless the Trustee shall have received from the Issuer or a Holder written notice stating the matter in respect of which the Trustee should have notice or actual knowledge; (i) the Trustee shall not be bound to give act in accordance with any notice direction or to do or take any act, action or proceeding by virtue request of the powers conferred on it hereby unless and Issuer until it an executed copy of the document containing the direction or request has been required delivered to under the terms hereof nor shall Trustee, and the Trustee shall be required fully empowered to take notice of act and shall be fully protected from all liability in acting upon any default of the Corporation hereunder unless document purporting to be a Debenture and until notified in writing of the default (which notice must specify the nature of the default) and, in the absence of that notice, believed by the Trustee may for all purposes hereunder conclusively assume that no default by the Corporation hereunder has occurred. The giving of any notice shall in no way limit the discretion of the Trustee hereunder as to whether any action is required to be taken in respect of any default hereunder.genuine; and (6j) The the Trustee shall not be accountable with respect to the validity or value (or the kind or amount) of any Shares or Warrants or other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Warrant. (7) The Trustee is not responsible for any failure error made or act done by it resulting from reliance upon the signature of any Person on behalf of the Corporation to make any cash payment Issuer or to issue, transfer or deliver Shares or certificates for the same upon the surrender or deemed surrender of any Warrant Certificates for Person on whose signature the purpose of the exercise of the Warrants represented by such Warrant CertificatesTrustee may be called upon to act or refrain from acting under this Indenture.

Protection of Trustee. By way of supplement to the provisions of any law Applicable Law from time to time applicable relating to trusteestrustees and in addition to any other provision of this Indenture for the relief of the Trustee, it is expressly declared and agreed as followsthat: (1a) The the Trustee shall not be liable for or by reason of any representations, statements of fact or recitals in this Indenture or in the Warrant Certificates Debentures (except the representation representations and warranties contained in section 10.10 or by virtue of the certification Section 8.1 and Section 8.11 which are being given by the Trustee of the Warrant Certificatesin its personal capacity) or required to verify the same, but all those such statements or recitals are and shall be deemed to be made by the Corporation.; (2b) Nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the registration (or filing or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto. (3) The Trustee shall not be bound to give notice to any person or persons Person notice of the execution hereof.of this Indenture unless and until an Event of Default and declaration of acceleration has occurred, and the Trustee has determined or become obliged to enforce the same; (4c) The the Trustee shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants or warranties herein contained in this Indenture or of any acts of any director, officer, employee the agents or agent servants of the Corporation; (d) the permissive rights of a Trustee enumerated herein shall not be construed as duties; (e) in addition to and without limiting any other protection of the Trustee hereunder, or otherwise by law, the Corporation indemnifies and saves harmless the Trustee and its officers, directors and employees and agents from and against any and all liabilities, losses, costs, claims, actions, expenses (including legal fees and disbursements on a solicitor and client basis) or demands whatsoever which may be brought against the Trustee or which it may suffer or incur as a result of or arising out of the performance of its duties and obligations under this Indenture including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Trustee contemplated by this Indenture, and including legal fees and disbursements on a solicitor and client basis and costs and expenses incurred in connection with the enforcement of this indemnity, which the Trustee may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Trustee, save only in the event of the gross negligence or reckless disregard in acting or failing to act, or the wilful misconduct, dishonesty or bad faith of the Trustee. It is understood and agreed that this indemnification shall survive the termination or discharge of this Indenture or the resignation or removal of the Trustee; (f) without limiting the generality of (e), the Corporation will indemnify and hold harmless the Trustee and upon written request reimburse the Trustee for the amount of: (i) any taxes levied or imposed and paid by the Trustee as a result of payments made under or with respect to the Debentures, (ii) any liability (including penalties and interest) arising therefrom or with respect thereto paid by the Trustee as a result of payments made under or with respect to the Debentures and (iii) any taxes levied or imposed and paid by the Trustee with respect to reimbursement under clauses (i) and (ii) of this Section 8.10(f), but excluding any taxes on the Trustee's net income arising from fees for acting as the trustee hereunder or in respect of the Trustee's capital. (5g) The the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, the right to be indemnified, are extended to, and shall be enforceable by, Alliance Trust Company, and each agent, custodian and other Person employed to act hereunder; (h) in no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether such Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; (i) the Trustee may, in the exercise of all or any of the trusts, powers and discretion vested in it under this Indenture, act by the responsible officers of the Trustee; the Trustee may delegate to any Person the performance of any of the trusts and powers vested in it by this Indenture, and any delegation may be made upon such terms and conditions and subject to such regulations as the Trustee may think to be in the best interest of the Holders; (j) the Trustee shall not be bound to give any notice or to do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it has been required to under the terms hereof nor shall the Trustee be required to take notice or be deemed to have notice or actual knowledge of any default of matter under this Indenture, unless the Trustee shall have received from the Corporation hereunder unless and until notified in writing of or a Holder written notice stating the default (which notice must specify the nature of the default) and, in the absence of that notice, the Trustee may for all purposes hereunder conclusively assume that no default by the Corporation hereunder has occurred. The giving of any notice shall in no way limit the discretion of the Trustee hereunder as to whether any action is required to be taken matter in respect of any default hereunder.which the Trustee should have notice or actual knowledge; and (6k) The the Trustee shall not be accountable with respect to the validity or value (or the kind or amount) of any Shares or Warrants or other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Warrant. (7) The Trustee is not responsible for any failure error made or act done by it resulting from reliance upon the signature of any Person on behalf of the Corporation to make any cash payment or to issue, transfer or deliver Shares or certificates for the same upon the surrender or deemed surrender of any Warrant Certificates for Person on whose signature the purpose of the exercise of the Warrants represented by such Warrant CertificatesTrustee may be called upon to act or refrain from acting under this Indenture.

Protection of Trustee. By way 10.1 In the professed execution of supplement to the provisions trusts and powers of this Trust or of any law from time assurance of immovable Property upon Trust for sale such that the net proceeds of sale are to time applicable to trusteesbe held on this Trust, it is expressly declared and agreed as follows: (1) The the Trustee shall not be liable for any loss arising by reason of any improper investment made in good faith or the retention of any improper investment or any failure to see to the insurance of or preservation of any chattels or the making or revising of any inventory of them or for the negligence or fraud of any agent employed by him (although the employment of such agent was not strictly necessary or expedient) or by reason of any representations, statements of fact other matter or recitals in this Indenture thing whatever except wilful and individual fraud or in wrongdoing on the Warrant Certificates (except the representation contained in section 10.10 or by virtue part of the certification by the Trustee of the Warrant Certificates) or required to verify the same, but all those statements or recitals are and shall be deemed to be made by the CorporationTrustee. (2) Nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the registration (or filing or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto. (3) 10.2 The Trustee shall not be bound or required to give notice to any person interfere in the management or persons conduct of the execution hereof. (4) The affairs or business of any company in respect of which the Trustee shall not incur hold or control the whole or a majority or any liability part of the shares carrying the control of the company or responsibility whatever or other the voting rights of the company and so long as there shall be in any way responsible for the consequence no notice of any breach act of dishonesty or misappropriation of money on the part of the Corporation directors having the management of such company the Trustee shall be at liberty to leave the conduct of its business (including the payment or non-payment of dividends) wholly to such directors. 10.3 Without prejudice to any right under the general law of the Trustee to refuse disclosure of any of document, it is declared the covenants or warranties herein contained or of any acts of any director, officer, employee or agent of the Corporation. (5) The Trustee shall not be bound to give disclose to any notice person any of the following documents that is to say: 10.3.1 any document disclosing any deliberations of the Trustee as to the manner in which the Trustee should exercise any power or any discretion conferred upon the Trustee by this Trust or disclosing the reason for any particular exercise of any such power or any such discretion or the material upon which such reasons shall or might have been based. 10.3.2 any other document relating to the exercise or proposed exercise of any power or any discretion conferred on the Trustee by this Trust. 10.4 Without prejudice the generality of foregoing, the Trustee and its associates shall not incur any liability in respect of any action taken or thing suffered by them in reliance upon any notice, resolution, direction, consent, certificate, affidavit, statement, certificate of stock, plan or reorganization or other paper or document believed to be genuine and to have been passed, sealed or signed by the proper parties provided always that the Trustee and its associates acted in good faith in relying upon the aforesaid documents and further that neither shall be liable for any failure to act if in good faith they or either of them consider such aforesaid documents may not be valid. 10.5 The Trustee and its associates shall not incur any liability to the Settlor and/or Beneficiary under this Trust for doing or (as the case may be) failing to do any act or thing which by reason of any provision of any present or future law or regulation made pursuant thereto or of any decree, order or judgement of any court, or by reason of any request, announcement or similar action (whether of binding legal effect or not) which may be taken or made by any person or body acting with or purporting to exercise the authority of any government (whether legally or otherwise) either they or any of them shall be directed or requested to do or take perform or to forbear from doing or performing. 10.6 The Trustee, the manager, appointed by the Trustee under this Trust and any actassociates of either of them shall not incur any liability if, action for any reason, it becomes impossible or proceeding by virtue impracticable to carry out any of the powers conferred provisions of this Trust. 10.7 The Trustee and its associates shall not incur any liability by reason of any error of law or any matter or thing done or suffered or omitted to be done by it or them in good faith under this Trust save in the case of willful neglect or fraud. The Trustee and its associates shall not be responsible for any misconduct, mistake, oversight, error of judgement, forgetfulness or want of prudence on it hereby unless and until it has been required to under the terms hereof part of any banker, accountant, broker, lawyer, agent or other person or of the delegate appointed in accordance with this Trust except regarding any matter in which the said delegate appointed in accordance with this Trust is acting on behalf of the Trustee with its express authority, nor shall the Trustee be required liable for acting on advice or information purported to take notice of any default of be conveyed from such persons in the Corporation hereunder unless and until notified in writing of manner permitted under this Trust even if the default (which notice must specify the nature of the default) and, in same contained an error or was not authentic. 10.8 In the absence of that noticewillful neglect or fraud, the Trustee shall not be responsible for any loss, costs, damages or inconvenience that may result from the exercise or non-exercise of any power or discretion vested in it by this Trust. The Trustee and its associates shall not be liable for all purposes hereunder conclusively assume that no default anything done or suffered by the Corporation hereunder has occurred. The giving Trustee in good faith in accordance with or in pursuance of any notice shall in no way limit the discretion request or advice of the Trustee hereunder as to whether any action is required to be taken manager appointed in respect of any default hereunder. (6) accordance with this Trust. The Trustee shall not be accountable with respect responsible for verifying or checking any valuation of the Trust Fund. 10.9 Any indemnity expressly given to the validity Trustee or value (its associates in this Trust is in addition to and without prejudice to any indemnity allowed by law, provided nevertheless that any provision of this Trust shall be void in so far as it would have the effect of exempting the Trustee or the kind its associates or amount) indemnifying them against any liability for breach of Trust or any liability which by virtue of any Shares or Warrants or other securities or property which may at any time be issued or delivered upon the exercise rule of the rights attaching law would otherwise attach to any Warrant. (7) The Trustee is not responsible for any failure of the Corporation to make any cash payment or to issue, transfer or deliver Shares or certificates for the same upon the surrender or deemed surrender them in respect of any Warrant Certificates for the purpose of the exercise of the Warrants represented by such Warrant Certificateswillful neglect and fraud.

Protection of Trustee. By way of supplement to the provisions of any law Applicable Law from time to time applicable relating to trusteestrustees and in addition to any other provision of this Indenture for the relief of the Trustee, it is expressly declared and agreed as followsthat: (1a) The the Trustee shall not be liable for or by reason of any representations, statements of fact or recitals in this Indenture or in the Warrant Certificates Debentures (except the representation representations and warranties contained in section 10.10 or by virtue of the certification Section 9.1 and Section 9.13 which are being given by the Trustee of the Warrant Certificatesin its personal capacity) or required to verify the same, but all those such statements or recitals are and shall be deemed to be made by the Corporation.; (2b) Nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the registration (or filing or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto. (3) The Trustee shall not be bound to give notice to any person or persons Person notice of the execution hereof.of this Indenture unless and until an Event of Default and declaration of acceleration has occurred, and the Trustee has determined or become obliged to enforce the same; (4c) The the Trustee shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants or warranties herein contained in this Indenture or of any acts of any director, officer, employee the agents or agent servants of the Corporation.; (5d) The the Corporation indemnifies and saves harmless the Trustee shall not and its officers, directors and employees and agents from and against any and all liabilities, losses, costs, claims, actions, expenses (including legal fees and disbursements on a solicitor and client basis) or demands whatsoever which may be bound to give any notice brought against the Trustee or to do which it may suffer or take any act, action incur as a result of or proceeding by virtue arising out of the powers conferred on it hereby unless performance of its duties and until it has been required obligations under this Indenture including those arising out of or related to under the terms hereof nor shall actions taken or omitted to be taken by the Trustee be required to take notice contemplated by this Indenture, and including legal fees and disbursements on a solicitor and client basis and costs and expenses incurred in connection with the enforcement of any default of the Corporation hereunder unless and until notified in writing of the default (this indemnity, which notice must specify the nature of the default) and, in the absence of that notice, the Trustee may for all purposes hereunder conclusively assume that no default suffer or incur, whether at law or in equity, in any way caused by the Corporation hereunder has occurred. The giving of any notice shall in no way limit the discretion of the Trustee hereunder as to whether any action is required to be taken or arising, directly or indirectly, in respect of any default hereunder.act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Trustee, save only in the event of the gross negligence, wilful misconduct, or fraud of the Trustee. It is understood and agreed that this indemnification shall survive the termination or discharge of this Indenture or the resignation or removal of the Trustee; (6e) The without limiting the generality of (d), the Corporation will indemnify and hold harmless the Trustee shall not be accountable and upon written request reimburse the Trustee for the amount of (i) any taxes levied or imposed and paid by the Trustee as a result of payments made under or with respect to the validity Debentures, (ii) any liability (including penalties and interest) arising therefrom or value with respect thereto paid by the Trustee as a result of payments made under or with respect to the Debentures and (iii) any taxes levied or imposed and paid by the kind or amountTrustee with respect to reimbursement under clauses (i) of any Shares or Warrants or other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Warrant. (7) The Trustee is not responsible for any failure of the Corporation to make any cash payment or to issue, transfer or deliver Shares or certificates for the same upon the surrender or deemed surrender of any Warrant Certificates for the purpose of the exercise of the Warrants represented by such Warrant Certificates.and

Protection of Trustee. (a) Protection: By way of supplement to the provisions of any applicable law from for the time being relating to time applicable to trusteesAgent, it is expressly declared and agreed as followsthat: (1i) The the Trustee shall will not be liable for or by reason of, or required to substantiate, any statement of any representationsfact, statements of fact representation or recitals recital in this Indenture or in the Special Warrant Certificates (except the representation contained in section 10.10 Section 10.9 hereof or by virtue in the certificate of the certification by Trustee on the Special Warrant Certificates or other representation of the Trustee of the Warrant Certificates) made herein or required to verify the sametherein), but all those such statements or recitals are and shall will be deemed to be made by the Corporation.Company; (2ii) Nothing nothing herein contained shall will impose any obligation on the Trustee any obligation to see to to, or to require evidence of of, the registration (or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto.; (3iii) The the Trustee shall will not be bound to give notice to any person or persons of the execution hereof.; (4iv) The the Trustee shall will not incur any liability or responsibility whatever whatsoever or be in any way responsible for the consequence of any breach on by the part of the Corporation Company of any of the covenants obligation or warranties warranty herein contained or of any acts act of any director, officer, employee or agent of the Corporation.Company; (5v) The Trustee shall not be bound to give the Trustee, in its personal or any notice or to do or take any actother capacity, action or proceeding by virtue may buy, lend upon and deal in securities of the powers conferred on it hereby unless Company and until it has been required in the Special Warrants and generally may contract and enter into financial transactions with the Company or any related corporation without being liable to under the terms hereof nor shall account for any profit made thereby; (vi) the Trustee be required to take notice of any default of the Corporation hereunder unless and until notified in writing of the default (which notice must specify the nature of the default) and, in the absence of that notice, the Trustee may for all purposes hereunder conclusively assume that will incur no default by the Corporation hereunder has occurred. The giving of any notice shall in no way limit the discretion of the Trustee hereunder as to whether any action is required to be taken in respect of any default hereunder. (6) The Trustee shall not be accountable liability with respect to the validity delivery or value non-delivery of any certificate or certificates whether delivered by hand, mail or any other means provided that they are sent in accordance with the provisions hereof; (vii) if the Trustee delivers any cheque as required hereunder, the Trustee will have no further obligation or liability for the amount represented thereby, unless any such cheque is not honoured on presentation, provided that in the event of the non-receipt of such cheque by the payee, or the kind loss or amount) destruction thereof, the Trustee, upon being furnished with reasonable evidence of any Shares such non-receipt, loss or Warrants or other securities or property which may at any time be issued or delivered upon destruction and, if required by the exercise Trustee, an indemnity reasonably satisfactory to it, will issue to such payee a replacement cheque for the amount of the rights attaching to any Warrant.such cheque; and (7viii) The the Trustee is not responsible for any failure of will disburse funds in accordance with the Corporation provisions hereof only to make any cash payment or to issue, transfer or deliver Shares or certificates for the same upon the surrender or deemed surrender of any Warrant Certificates for the purpose of the exercise of the Warrants represented by such Warrant Certificatesextent that funds have been deposited with it.

Protection of Trustee. By way of supplement to the provisions of any law from time to time applicable to trustees, it is expressly declared and agreed as follows:‌ (1a) The the Trustee shall not be liable for or by reason of any representations, statements of fact or recitals in this Warrant Indenture or in the Warrant Certificates Certificated Warrants (except the representation representations and warranties contained in section 10.10 or by virtue of the certification Section 6.1 and Section 6.10 which are being given by the Trustee of the Warrant Certificatesin its personal capacity) or required to verify the same, but all those such statements or recitals are and shall be deemed to be made by the Corporation.; (2b) Nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the registration (or filing or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto. (3) The Trustee shall not be bound to give notice to any person or persons Person notice of the execution hereof.of this Warrant Indenture unless and until a default and declaration of acceleration has occurred, and the Trustee has determined or become obliged to enforce the same; (4c) The the Trustee shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants or warranties herein contained in this Warrant Indenture or of any acts of any director, officer, employee the agents or agent servants of the Corporation.; (5d) The the permissive rights of a Trustee enumerated herein shall not be construed as duties; (e) in addition to and without limiting any other protection of the Trustee hereunder, or otherwise by law, the Corporation indemnifies and saves harmless the Trustee and its officers, directors and employees and agents from and against any and all liabilities, losses, costs, claims, actions, expenses (including legal fees and disbursements on a solicitor and client basis) or demands whatsoever which may be brought against the Trustee or which it may suffer or incur as a result of or arising out of the performance of its duties and obligations under this Warrant Indenture including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Trustee contemplated by this Warrant Indenture, and including legal fees and disbursements on a solicitor and client basis and costs and expenses incurred in connection with the enforcement of this indemnity, which the Trustee may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Trustee, save only in the event of the gross negligence or reckless disregard in acting or failing to act, or the wilful misconduct, dishonesty or bad faith of the Trustee. It is understood and agreed that this indemnification shall survive the termination or discharge of this Warrant Indenture or the resignation or removal of the Trustee; (f) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, the right to be indemnified, are extended to, and shall be enforceable by, Alliance Trust Company, and each agent, custodian and other Person employed to act hereunder; (g) in no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether such Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; (h) the Trustee may, in the exercise of all or any of the trusts, powers and discretion vested in it under this Warrant Indenture, act by the responsible officers of the Trustee; the Trustee may delegate to any Person the performance of any of the trusts and powers vested in it by this Warrant Indenture, and any delegation may be made upon such terms and conditions and subject to such regulations as the Trustee may think to be in the best interest of the Holders; (i) the Trustee shall not be bound to give any notice or to do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it has been required to under the terms hereof nor shall the Trustee be required to take notice or be deemed to have notice or actual knowledge of any default of matter under this Warrant Indenture, unless the Trustee shall have received from the Corporation hereunder unless and until notified in writing of or a Holder written notice stating the default (which notice must specify the nature of the default) and, in the absence of that notice, the Trustee may for all purposes hereunder conclusively assume that no default by the Corporation hereunder has occurred. The giving of any notice shall in no way limit the discretion of the Trustee hereunder as to whether any action is required to be taken matter in respect of any default hereunder.which the Trustee should have notice or actual knowledge; and (6j) The the Trustee shall not be accountable with respect to the validity or value (or the kind or amount) of any Shares or Warrants or other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Warrant. (7) The Trustee is not responsible for any failure error made or act done by it resulting from reliance upon the signature of any Person on behalf of the Corporation to make any cash payment or to issue, transfer or deliver Shares or certificates for the same upon the surrender or deemed surrender of any Person on whose signature the Trustee may be called upon to act or refrain from acting under this Warrant Certificates for the purpose of the exercise of the Warrants represented by such Warrant CertificatesIndenture.

Protection of Trustee. By way of supplement to the provisions of any law Applicable Law from time to time applicable relating to trusteestrustees and in addition to any other provision of this Indenture for the relief of the Trustee, it is expressly declared and agreed as followsthat: (1a) The the Trustee shall not be liable for or by reason of any representations, statements of fact or recitals in this Indenture or in the Warrant Certificates Debentures (except the representation representations and warranties contained in section 10.10 or by virtue of the certification Section 8.1 and Section 8.11 which are being given by the Trustee of the Warrant Certificatesin its personal capacity) or required to verify the same, but all those such statements or recitals are and shall be deemed to be made by the Corporation.; (2b) Nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the registration (or filing or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto. (3) The Trustee shall not be bound to give notice to any person or persons Person notice of the execution hereof.of this Indenture unless and until an Event of Default and declaration of acceleration has occurred, and the Trustee has determined or become obliged to enforce the same; (4c) The the Trustee shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants or warranties herein contained in this Indenture or of any acts of any director, officer, employee the agents or agent servants of the Corporation; (d) the permissive rights of a Trustee enumerated herein shall not be construed as duties; (e) in addition to and without limiting any other protection of the Trustee hereunder, or otherwise by law, the Corporation indemnifies and saves harmless the Trustee and its officers, directors and employees and agents from and against any and all liabilities, losses, costs, claims, actions, expenses (including legal fees and disbursements on a solicitor and client basis) or demands whatsoever which may be brought against the Trustee or which it may suffer or incur as a result of or arising out of the performance of its duties and obligations under this Indenture including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Trustee contemplated by this Indenture, and including legal fees and disbursements on a solicitor and client basis and costs and expenses incurred in connection with the enforcement of this indemnity, which the Trustee may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Trustee, save only in the event of the gross negligence or reckless disregard in acting or failing to act, or the wilful misconduct, dishonesty or bad faith of the Trustee. It is understood and agreed that this indemnification shall survive the termination or discharge of this Indenture or the resignation or removal of the Trustee; (f) without limiting the generality of (e), the Corporation will indemnify and hold harmless the Trustee and upon written request reimburse the Trustee for the amount of: (i) any taxes levied or imposed and paid by the Trustee as a result of payments made under or with respect to the Debentures, (ii) any liability (including penalties and interest) arising therefrom or with respect thereto paid by the Trustee as a result of payments made under or with respect to the Debentures and (iii) any taxes levied or imposed and paid by the Trustee with respect to reimbursement under clauses (i) and (ii) of this Section 8.10(f), but excluding any taxes on the Trustee’s net income arising from fees for acting as the trustee hereunder or in respect of the Trustee’s capital. (5g) The the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, the right to be indemnified, are extended to, and shall be enforceable by, Alliance Trust Company, and each agent, custodian and other Person employed to act hereunder; (h) in no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether such Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; (i) the Trustee may, in the exercise of all or any of the trusts, powers and discretion vested in it under this Indenture, act by the responsible officers of the Trustee; the Trustee may delegate to any Person the performance of any of the trusts and powers vested in it by this Indenture, and any delegation may be made upon such terms and conditions and subject to such regulations as the Trustee may think to be in the best interest of the Holders; (j) the Trustee shall not be bound to give any notice or to do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it has been required to under the terms hereof nor shall the Trustee be required to take notice or be deemed to have notice or actual knowledge of any default of matter under this Indenture, unless the Trustee shall have received from the Corporation hereunder unless and until notified in writing of or a Holder written notice stating the default (which notice must specify the nature of the default) and, in the absence of that notice, the Trustee may for all purposes hereunder conclusively assume that no default by the Corporation hereunder has occurred. The giving of any notice shall in no way limit the discretion of the Trustee hereunder as to whether any action is required to be taken matter in respect of any default hereunder.which the Trustee should have notice or actual knowledge; and (6k) The the Trustee shall not be accountable with respect to the validity or value (or the kind or amount) of any Shares or Warrants or other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Warrant. (7) The Trustee is not responsible for any failure error made or act done by it resulting from reliance upon the signature of any Person on behalf of the Corporation to make any cash payment or to issue, transfer or deliver Shares or certificates for the same upon the surrender or deemed surrender of any Warrant Certificates for Person on whose signature the purpose of the exercise of the Warrants represented by such Warrant CertificatesTrustee may be called upon to act or refrain from acting under this Indenture.

Protection of Trustee. By way of supplement to the provisions of any law from for the time to time applicable being relating to trustees, it is expressly declared and agreed as follows: (1) The 11.8.1. the Trustee shall not be liable for or by reason of any representations, statements of fact or recitals in this Indenture or in the Warrant Certificates Notes (except the representation contained in section 10.10 or by virtue Section 11.2 and in the certificate of the certification by Trustee on the Trustee of the Warrant CertificatesNotes) or required to verify the same, but all those such statements or recitals are and shall be deemed to be made by the Corporation.Issuer; (2) Nothing 11.8.2. nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the registration (or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto.; (3) The 11.8.3. the Trustee shall not be be: 11.8.3.1 bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required to do so under the terms hereof; or 11.8.3.2 required to take notice of any default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Trustee and in the absence of any such notice, the Trustee may conclusively assume that no default has occurred in the observance and performance of any of the representations, warranties, covenants, agreements or conditions contained in this Indenture, and any such notice shall in no way limit any discretion herein given to the Trustee to determine whether or not the Trustee shall take action with respect to any person or persons of default; 11.8.4. the execution hereof. (4) The Trustee shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation Issuer of any of the covenants or warranties herein contained or of any acts of any director, officer, employee or agent the agents of the Corporation.Issuer; (5) The 11.8.5. the Trustee shall not be bound to give liable for any notice action taken or to do omitted by it, or take any actaction suffered by it except through its own gross negligence or willful misconduct; 11.8.6. the Issuer shall indemnify and save harmless the Trustee and its officers, action directors, employees, representatives and agents from and against any and all liability, losses, costs, claims, actions or proceeding by virtue demands whatsoever brought against the Trustee which it may suffer or incur as a result of or arising out of the powers conferred performance of its duties and obligations under this Indenture, including any and all legal fees and disbursements of whatever kind or nature, save only in the event of the gross negligent action, the gross negligent failure to act or the willful misconduct of the Trustee or any of its officers, directors, employees, representatives or agents; and it is understood and agreed that this indemnity will survive the termination or discharge of this Indenture and the resignation or removal of the Trustee; 11.8.7. the Trustee will not be responsible for any error made or act done by it resulting from reliance upon the signature of any Person on it hereby unless and until it has been required behalf of any Person on whose signature the Trustee may be called upon or entitled to act or refrain from acting under the terms hereof this Indenture nor shall the Trustee be required to take notice of any default responsible for relying on the accuracy of the Corporation hereunder unless information contained in any such document provided it honestly and until notified in writing of the default (which notice must specify the nature of the default) and, in the absence of that notice, the Trustee may for all purposes hereunder conclusively assume that no default by the Corporation hereunder has occurred. The giving of any notice shall in no way limit the discretion of the Trustee hereunder as to whether any action is required good faith believes such information to be taken in respect of any default hereundercorrect. (6) The 11.8.8. the Trustee shall not be accountable with respect required to give security for the execution of the trusts or its conduct or administration under this Indenture; 11.8.9. the Trustee will not be required to disburse monies according to this Indenture except to the validity extent that monies have been deposited with it; 11.8.10. none of the provisions contained in this Indenture shall require the Trustee to expend or value (risk its own funds or otherwise incur financial liability in the kind or amount) performance of any Shares of its duties or Warrants or other securities or property which may at any time be issued or delivered upon in the exercise of the any of its rights attaching or powers unless indemnified as aforesaid and provided with sufficient funds or to give any Warrant. (7) The Trustee is not responsible for any failure bond or security in respect of the Corporation trust and powers of this Indenture; 11.8.11. the Trustee shall retain the right not to make any cash payment or act and shall not be held liable for refusing to issue, transfer or deliver Shares or certificates for act unless it receives clear and reasonable documentation which complies with the same upon the surrender or deemed surrender terms of any Warrant Certificates for the purpose of this Indenture. Such documentation must not require the exercise of any discretion or independent judgment, except as otherwise provided herein; 11.8.12. the Warrants represented Issuer shall provide to the Trustee an incumbency certificate setting out the names and sample signatures of persons authorized to give instructions to the Trustee hereunder. The Trustee shall be entitled to rely on such certificate until a revised certificate is provided to it hereunder. The Trustee shall be entitled to refuse to act upon any instructions given by such Warrant Certificatesa party which are signed by any person other than a person described in the incumbency certificate provided to it pursuant to this Section; and 11.8.13. the Trustee shall be entitled to rely, and act upon, on any direction, order, instruction, notice or other communication provided to it hereunder which is sent to it by facsimile or electronic transmission.

Protection of Trustee. By way of supplement to the provisions of any law from for the time to time applicable being relating to trustees, it is expressly declared and agreed as follows: (1) The 11.8.1 the Trustee shall not be liable for or by reason of any representations, statements of fact or recitals in this Indenture or in the Warrant Certificates TCPL Sub Notes (except the representation contained in section 10.10 or by virtue 11.2 and in the certificate of the certification by Trustee on the Trustee of the Warrant CertificatesTCPL Sub Notes) or required to verify the same, but all those such statements or recitals are and shall be deemed to be made by the Corporation.Issuer; (2) Nothing 11.8.2 nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the registration (or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto.; (3) The 11.8.3 the Trustee shall not be be: 11.8.3.1 bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required to do so under the terms hereof; or 11.8.3.2 required to take notice of any default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Trustee and in the absence of any such notice, the Trustee may conclusively assume that no default has occurred in the observance and performance of any of the representations, warranties, covenants, agreements or conditions contained in this Indenture, and any such notice shall in no way limit any discretion herein given to the Trustee to determine whether or not the Trustee shall take action with respect to any person or persons of default; 11.8.4 the execution hereof. (4) The Trustee shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation Issuer of any of the covenants or warranties herein contained or of any acts of any director, officer, employee or agent the agents of the Corporation.Issuer; (5) The 11.8.5 the Trustee shall not be bound to give liable for any notice action taken or to do omitted by it, or take any actaction suffered by it except through its own negligence or willful misconduct; 11.8.6 the Issuer shall indemnify and save harmless the Trustee and its officers, action directors, employees, representatives and agents from and against any and all liability, losses, costs, claims, actions or proceeding by virtue demands whatsoever brought against the Trustee which it may suffer or incur as a result of or arising out of the powers conferred performance of its duties and obligations under this Indenture, including any and all legal fees and disbursements of whatever kind or nature, save only in the event of the negligent action, the negligent failure to act or the willful misconduct of the Trustee or any of its officers, directors, employees, representatives or agents; and it is understood and agreed that this indemnity will survive the termination or discharge of this Indenture and the resignation or removal of the Trustee; 11.8.7 the Trustee will not be responsible for any error made or act done by it resulting from reliance upon the signature of any Person on it hereby unless and until it has been required behalf of any Person on whose signature the Trustee may be called upon or entitled to act or refrain from acting under the terms hereof this Indenture nor shall the Trustee be required to take notice of any default responsible for relying on the accuracy of the Corporation hereunder unless information contained in any such document provided it honestly and until notified in writing of the default (which notice must specify the nature of the default) and, in the absence of that notice, the Trustee may for all purposes hereunder conclusively assume that no default by the Corporation hereunder has occurred. The giving of any notice shall in no way limit the discretion of the Trustee hereunder as to whether any action is required good faith believes such information to be taken in respect of any default hereundercorrect. (6) The 11.8.8 the Trustee shall not be accountable with respect required to give security for the execution of the trusts or its conduct or administration under this Indenture; 11.8.9 the Trustee will not be required to disburse monies according to this Indenture except to the validity extent that monies have been deposited with it; 11.8.10 none of the provisions contained in this Indenture shall require the Trustee to expend or value (risk its own funds or otherwise incur financial liability in the kind or amount) performance of any Shares of its duties or Warrants or other securities or property which may at any time be issued or delivered upon in the exercise of the any of its rights attaching or powers unless indemnified as aforesaid and provided with sufficient funds or to give any Warrant. (7) The Trustee is not responsible for any failure bond or security in respect of the Corporation trust and powers of this Indenture; 11.8.11 the Trustee shall retain the right not to make any cash payment or act and shall not be held liable for refusing to issue, transfer or deliver Shares or certificates for act unless it receives clear and reasonable documentation which complies with the same upon the surrender or deemed surrender terms of any Warrant Certificates for the purpose of this Indenture. Such documentation must not require the exercise of any discretion or independent judgment, except as otherwise provided herein; 11.8.12 the Warrants represented Issuer shall provide to the Trustee an incumbency certificate setting out the names and sample signatures of persons authorized to give instructions to the Trustee hereunder. The Trustee shall be entitled to rely on such certificate until a revised certificate is provided to it hereunder. The Trustee shall be entitled to refuse to act upon any instructions given by such Warrant Certificatesa party which are signed by any person other than a person described in the incumbency certificate provided to it pursuant to this section; and 11.8.13 the Trustee shall be entitled to rely, and act upon, on any direction, order, instruction, notice or other communication provided to it hereunder which is sent to it by facsimile or electronic transmission.

Protection of Trustee. By way of supplement to the provisions of any law from for the time to time applicable being relating to trustees, it is expressly declared and agreed as follows: (1a) The the recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Corporation, and neither the Trustee nor any Authenticating Agent shall be liable for or assume any responsibility for their correctness; (b) the Trustee makes no representations as to, and shall not be liable for for, the validity or by reason sufficiency of any representations, statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in section 10.10 or by virtue of the certification Securities; (c) neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Trustee Corporation of any of the Warrant Certificates) Securities or required to verify of the same, but all those statements or recitals are and shall be deemed to be made by the Corporation.proceeds thereof; (2d) Nothing nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the registration or filing (or filing or renewal renewals thereof) of this Indenture or any instrument ancillary or supplemental hereto.; (3e) The the Trustee shall not be bound to give any notice to any person or persons of the execution hereof.; (4f) The the Trustee shall not incur Incur any liability or responsibility whatever whatsoever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants or warranties herein contained or of any acts act of any director, officer, employee the agents or agent servants of the Corporation.; and (5g) The the Corporation shall indemnify the Trustee shall not be bound to give (including its directors, officers and employees) for, and hold it harmless against, any notice loss, liability or to do expense Incurred without negligence or take any actbad faith on its part, action arising out of or proceeding by virtue in connection with the acceptance or administration of the powers conferred on it hereby unless trust or trusts hereunder, including the costs and until it has been required to under expenses of defending itself against any claim or liability in connection with the terms hereof nor shall the Trustee be required to take notice exercise or performance of any default of the Corporation hereunder unless and until notified in writing of the default (which notice must specify the nature of the default) and, in the absence of that notice, the Trustee may for all purposes hereunder conclusively assume that no default by the Corporation hereunder has occurred. The giving of any notice shall in no way limit the discretion of the Trustee hereunder as to whether any action is required to be taken in respect of any default its powers or duties hereunder. (6) The Trustee shall not be accountable with respect to the validity or value (or the kind or amount) of any Shares or Warrants or other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Warrant. (7) The Trustee is not responsible for any failure of the Corporation to make any cash payment or to issue, transfer or deliver Shares or certificates for the same upon the surrender or deemed surrender of any Warrant Certificates for the purpose of the exercise of the Warrants represented by such Warrant Certificates.

Protection of Trustee. By way of supplement to the provisions of any law from for the time to time applicable being relating to trustees, it is expressly declared and agreed as follows: (1a) The the Trustee shall will not be liable for or by reason of any representations, statements of fact or recitals in this Indenture Agreement or in the Warrant Certificates Special Warrants (except the representation contained in section 10.10 13.9 or by virtue in the certificate of the certification by Trustee on the Trustee of the Warrant CertificatesSpecial Warrants) or required to verify the same, but all those statements or recitals are and shall will be deemed to be made by the Corporation.Company; (2b) Nothing herein contained shall nothing in this Agreement will impose any obligation on the Trustee to see to or to require evidence of the registration (or filing or renewal thereof) of this Indenture Agreement or any instrument ancillary or supplemental hereto.to this Agreement; (3c) The the Trustee shall will not be bound to give notice to any person or persons of the execution hereof.of this Agreement; (4d) The the Trustee shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation Company of any of the covenants or warranties herein contained or of any acts of any directordirectors, officerofficers, employee employees, agents or agent servants of the Corporation.Company; and (5e) The the Trustee shall not be bound to give any notice or to do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it has shall have been required to do so under the terms hereof hereof; nor shall the Trustee be required to take notice of any default of the Corporation hereunder hereunder, unless and until notified in writing of such default, which notice shall distinctly specify the default (which notice must specify desired to be brought to the nature attention of the default) and, Trustee and in the absence of that notice, any such notice the Trustee may for all purposes hereunder of this Agreement conclusively assume that no default by has been made in the Corporation hereunder has occurred. The giving observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein. Any such notice shall in no way limit the any discretion of herein given to the Trustee hereunder as to determine whether any action is required to be taken in respect of any default hereunder. (6) The or not the Trustee shall not be accountable take action with respect to the validity or value (or the kind or amount) of any Shares or Warrants or other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Warrantdefault. (7) The Trustee is not responsible for any failure of the Corporation to make any cash payment or to issue, transfer or deliver Shares or certificates for the same upon the surrender or deemed surrender of any Warrant Certificates for the purpose of the exercise of the Warrants represented by such Warrant Certificates.

Protection of Trustee. By way of supplement to the provisions of any law Applicable Law from time to time applicable relating to trusteestrustees and in addition to any other provision of this Indenture for the relief of the Trustee, it is expressly declared and agreed as followsthat: (1a) The the Trustee shall not be liable for or by reason of any representations, statements of fact or recitals in this Indenture or in the Warrant Certificates Debentures (except the representation representations and warranties contained in section 10.10 or by virtue of the certification Section 8.1 and Section 8.11 which are being given by the Trustee of the Warrant Certificatesin its personal capacity) or required to verify the same, but all those such statements or recitals are and shall be deemed to be made by the Corporation.; (2b) Nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the registration (or filing or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto. (3) The Trustee shall not be bound to give notice to any person or persons Person notice of the execution hereof.of this Indenture unless and until an Event of Default and declaration of acceleration has occurred, and the Trustee has determined or become obliged to enforce the same; (4c) The the Trustee shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants or warranties herein contained in this Indenture or of any acts of any director, officer, employee the agents or agent servants of the Corporation; (d) in addition to and without limiting any other protection of the Trustee hereunder, or otherwise by the law, the Corporation indemnifies and saves harmless the Trustee and its officers, directors and employees and agents from and against any and all liabilities, losses, costs, claims, actions, expenses (including legal fees and disbursements on a solicitor and client basis) or demands whatsoever which may be brought against the Trustee or which it may suffer or incur as a result of or arising out of the performance of its duties and obligations under this Indenture including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Trustee contemplated by this Indenture, and including legal fees and disbursements on a solicitor and client basis and costs and expenses incurred in connection with the enforcement of this indemnity, which the Trustee may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Trustee, save only in the event of the gross negligence or reckless disregard in acting or failing to act, or the wilful misconduct, dishonesty or bad faith of the Trustee. It is understood and agreed that this indemnification shall survive the termination or discharge of this Indenture or the resignation or removal of the Trustee; (e) without limiting the generality of (d), the Corporation will indemnify and hold harmless the Trustee and upon written request reimburse the Trustee for the amount of (i) any taxes levied or imposed and paid by the Trustee as a result of payments made under or with respect to the Debentures, (ii) any liability (including penalties and interest) arising therefrom or with respect thereto paid by the Trustee as a result of payments made under or with respect to the Debentures and (iii) any taxes levied or imposed and paid by the Trustee with respect to reimbursement under clauses (i) and (ii) of this Section 8.10(e), but excluding any taxes on the Trustee’s net income arising from fees for acting as the trustee hereunder or in respect of the Trustee’s capital. (5f) The the Trustee may, in the exercise of all or any of the trusts, powers and discretion vested in it under this Indenture, act by the responsible officers of the Trustee; the Trustee may delegate to any Person the performance of any of the trusts and powers vested in it by this Indenture, and any delegation may be made upon such terms and conditions and subject to such regulations as the Trustee may think to be in the best interest of the Holders; (g) the Trustee shall not be bound to give any notice or to do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it has been required to under the terms hereof nor shall the Trustee be required to take notice or be deemed to have notice or actual knowledge of any default of matter under this Indenture, unless the Trustee shall have received from the Corporation hereunder unless and until notified in writing of or a Holder written notice stating the default (which notice must specify the nature of the default) and, in the absence of that notice, the Trustee may for all purposes hereunder conclusively assume that no default by the Corporation hereunder has occurred. The giving of any notice shall in no way limit the discretion of the Trustee hereunder as to whether any action is required to be taken matter in respect of any default hereunder.which the Trustee should have notice or actual knowledge; and (6h) The the Trustee shall not be accountable with respect to the validity or value (or the kind or amount) of any Shares or Warrants or other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Warrant. (7) The Trustee is not responsible for any failure error made or act done by it resulting from reliance upon the signature of any Person on behalf of the Corporation to make any cash payment or to issue, transfer or deliver Shares or certificates for the same upon the surrender or deemed surrender of any Warrant Certificates for Person on whose signature the purpose of the exercise of the Warrants represented by such Warrant CertificatesTrustee may be called upon to act or refrain from acting under this Indenture.

Protection of Trustee. By way of supplement to the provisions of any law from for the time to time applicable being relating to trustees, it is expressly declared and agreed as follows: (1) The 11.8.1 the Trustee shall not be liable for or by reason of any representations, statements of fact or recitals in this Indenture or in the Warrant Certificates Trust Notes (except the representation contained in section 10.10 or by virtue 11.2 and in the certificate of the certification by Trustee on the Trustee of the Warrant CertificatesTrust Notes) or required to verify the same, but all those such statements or recitals are and shall be deemed to be made by the Corporation.Issuer; (2) Nothing 11.8.2 nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the registration (or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto.; (3) The 11.8.3 the Trustee shall not be be: 11.8.3.1 bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required to do so under the terms hereof; or 11.8.3.2 required to take notice of any default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Trustee and in the absence of any such notice, the Trustee may conclusively assume that no default has occurred in the observance and performance of any of the representations, warranties, covenants, agreements or conditions contained in this Indenture, and any such notice shall in no way limit any discretion herein given to the Trustee to determine whether or not the Trustee shall take action with respect to any person or persons of default; 11.8.4 the execution hereof. (4) The Trustee shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation Issuer of any of the covenants or warranties herein contained or of any acts of any director, officer, employee or agent the agents of the Corporation.Issuer; (5) The 11.8.5 the Trustee shall not be bound to give liable for any notice action taken or to do omitted by it, or take any actaction suffered by it except through its own negligence or willful misconduct; 11.8.6 the Issuer shall indemnify and save harmless the Trustee and its officers, action directors, employees, representatives and agents from and against any and all liability, losses, costs, claims, actions or proceeding by virtue demands whatsoever brought against the Trustee which it may suffer or incur as a result of or arising out of the powers conferred performance of its duties and obligations under this Indenture, including any and all legal fees and disbursements of whatever kind or nature, save only in the event of the negligent action, the negligent failure to act or the willful misconduct of the Trustee or any of its officers, directors, employees, representatives or agents; and it is understood and agreed that this indemnity will survive the termination or discharge of this Indenture and the resignation or removal of the Trustee; 11.8.7 the Trustee will not be responsible for any error made or act done by it resulting from reliance upon the signature of any Person on it hereby unless and until it has been required behalf of any Person on whose signature the Trustee may be called upon or entitled to act or refrain from acting under the terms hereof this Indenture nor shall the Trustee be required to take notice of any default responsible for relying on the accuracy of the Corporation hereunder unless information contained in any such document provided it honestly and until notified in writing of the default (which notice must specify the nature of the default) and, in the absence of that notice, the Trustee may for all purposes hereunder conclusively assume that no default by the Corporation hereunder has occurred. The giving of any notice shall in no way limit the discretion of the Trustee hereunder as to whether any action is required good faith believes such information to be taken in respect of any default hereundercorrect. (6) The 11.8.8 the Trustee shall not be accountable with respect required to give security for the execution of the trusts or its conduct or administration under this Indenture; 11.8.9 the Trustee will not be required to disburse monies according to this Indenture except to the validity extent that monies have been deposited with it; 11.8.10 none of the provisions contained in this Indenture shall require the Trustee to expend or value (risk its own funds or otherwise incur financial liability in the kind or amount) performance of any Shares of its duties or Warrants or other securities or property which may at any time be issued or delivered upon in the exercise of the any of its rights attaching or powers unless indemnified as aforesaid and provided with sufficient funds or to give any Warrant. (7) The Trustee is not responsible for any failure bond or security in respect of the Corporation trust and powers of this Indenture; 11.8.11 the Trustee shall retain the right not to make any cash payment or act and shall not be held liable for refusing to issue, transfer or deliver Shares or certificates for act unless it receives clear and reasonable documentation which complies with the same upon the surrender or deemed surrender terms of any Warrant Certificates for the purpose of this Indenture. Such documentation must not require the exercise of any discretion or independent judgment, except as otherwise provided herein; 11.8.12 each of the Warrants represented Issuer and Administrative Agent shall provide to the Trustee an incumbency certificate setting out the names and sample signatures of persons authorized to give instructions to the Trustee hereunder. The Trustee shall be entitled to rely on such certificate until a revised certificate is provided to it hereunder. The Trustee shall be entitled to refuse to act upon any instructions given by such Warrant Certificatesa party which are signed by any person other than a person described in the incumbency certificate provided to it pursuant to this section; and 11.8.13 the Trustee shall be entitled to rely, and act upon, on any direction, order, instruction, notice or other communication provided to it hereunder which is sent to it by facsimile or electronic transmission.

Protection of Trustee. By way of supplement to the provisions of any law from for the time to time applicable being relating to trustees, it is expressly declared and agreed as follows: (1a) The the Trustee shall not be liable for or by reason of any representations, statements of fact or recitals in this Indenture Indenture, in the Notes, in the GBG GSA or in the Warrant Certificates any other document relating hereto or thereto (except the representation contained in section 10.10 or by virtue 12.11 and in the certificate of the certification by Trustee on the Trustee of the Warrant CertificatesNotes) or required to verify the same, but all those any such statements or recitals are and shall be deemed to be made by the Corporation.GBG; (2b) Nothing nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the registration (or filing (or renewal thereof) of this Indenture or the GBG GSA or any instrument ancillary ancillary, including but not limited to security documents relating to the Guarantors, or supplemental hereto.hereto or thereto; (3c) The the Trustee is not a party to, nor is bound by, any provisions which may be evidenced by, or arise out of, any agreement other than as therein set forth under the express provisions of this Agreement; (d) the Trustee shall not be answerable for the default or misconduct of any adviser, agent or legal counsel employed or appointed, at its discretion, by it if such adviser, agent or legal counsel shall have been selected with reasonable care; (e) the Trustee shall not be liable for any error of judgement, or for any act done or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or omit from doing in connection herewith, except its own wilful misconduct and gross negligence; (f) the Trustee shall not be bound to give notice to any person or persons notice of the execution hereof.; (4g) The the Trustee shall not incur any liability or responsibility whatever whatsoever or be in any way responsible for the consequence of any breach on the part of the Corporation GBG of any of the covenants contained in this Indenture, in the GBG GSA or warranties herein contained in any other document relating hereto or thereto or of any acts of the agents or servants of GBG; (h) GBG and the Guarantors hereby agree to jointly and severally indemnify and save harmless the Trustee and its officers, directors, employees and agents from and against any directorand all liabilities, officerlosses, employee costs, claims, actions or agent demands whatsoever which may be brought against the Trustee or which it may suffer or incur as a result or arising out of the Corporation.performance of its duties and obligations hereunder (including without limitation the fees and disbursements of any advisers and legal counsel it may retain), save only to the extent caused by the gross negligence or wilful misconduct of the Trustee or any of its officers, directors, employees or agents. This indemnification shall survive the termination of this Indenture or the resignation or removal of the Trustee; (5i) every party to this Agreement agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding. The Trustee shall not be bound under any obligation to give any notice prosecute or to do or take defend any act, action or proceeding by virtue suit in respect of the powers conferred on it hereby unless and until it has been required to under the terms hereof nor shall the Trustee be required to take notice of any default of the Corporation hereunder unless and until notified in writing of the default (which notice must specify the nature of the default) andrelationship which, in the absence Opinion of Counsel, may involve it in expense or liability, unless the parties hereto shall, so often as required, furnish the Trustee with satisfactory indemnity and funding against such expense or liability; (j) the forwarding of a cheque by the Trustee will satisfy and discharge the liability for any amounts due to the extent of the sum or sums represented thereby (plus the amount of any tax deducted or withheld as required by law) unless such cheque is not honoured on presentation; provided that noticein the event of the non-receipt of such cheque by the payee, or the loss or destruction thereof, the Trustee may Trustee, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it, will issue to such payee a replacement cheque for all purposes hereunder conclusively assume that no default by the Corporation hereunder has occurred. The giving amount of any notice shall in no way limit the discretion of such cheque; (k) the Trustee hereunder as will disburse monies according to whether any action is required this Agreement only to be taken in respect of any default hereunder.the extent that monies have been deposited with it; (6l) The the Trustee shall not be accountable bound by any notice, claim or demand with respect to, or any waiver, modification, amendment, termination or rescission of this Agreement, unless received by it in writing, and signed by the parties hereto and if its rights and duties herein are affected, unless it shall have given its prior written consent thereto; (m) the Trustee shall have no duties except those which are expressly set forth herein, and the Trustee shall not be liable except for the performance of such duties and obligations as shall specifically be set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Trustee; (n) the Trustee shall not be responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of any security deposited with it; (o) the Trustee shall not be responsible for assessing the validity or advisability of any directions or instructions received by it. The Trustee shall under no circumstances be deemed to provide legal, investment, tax or trading advice or counselling; (p) the Trustee shall incur no liability with respect to the validity delivery or value non-delivery of any certificate or certificates whether delivered by hand, mail or any other means; (q) nothing herein shall be deemed to hold the Trustee responsible for failure by GBG or the kind Guarantors to maintain insurance coverage or amount) for any loss arising out of any Shares want, defect or Warrants insufficiency in any insurance policy, or because of failure of any insurer to pay the full amount of any loss or damage insured against. The Trustee shall be entitled to request and rely absolutely upon an Officers' Certificate of GBG stating that each of GBG and the Guarantors are in compliance with their covenant to maintain adequate insurance coverage. No duty with respect to effecting or maintaining insurance coverage shall rest with the Trustee; (r) given that the Guarantors have and GBG have created certain security documents to secure all obligations created under this Indenture which are joint and several and amongst GBG and the other securities or property which may at any time be issued or delivered upon Guarantors and given that such security documents state that the exercise rights, duties and obligations of the rights attaching Trustee under such documents shall be governed by and construed in accordance with laws other than those of British Columbia and Canada, GBG agrees to indemnify and hold harmless the Trustee for any Warrant.duties, obligations or standards imposed on the Trustee under any laws which are not Canadian which are more stringent, than the duties, obligations and standards to which the Trustee would be held as the Trustee under such security agreements by the laws of British Columbia and Canada; and (7s) The the Trustee is shall not responsible be liable for or by reason of: a. any failure or defect of title to, or encumbrance upon, the GBG Charged Property or any security pledged hereunder; b. any failure of or defect in the Corporation to make registration, filing or recording of this Indenture or any cash payment other deed or to issue, transfer writing delivered hereunder by way of mortgage or deliver Shares or certificates for the same charge upon the surrender GBG Charged Property or deemed surrender of any Warrant Certificates for security pledged hereunder or any part thereof, or any notice, caveat or financing statement with respect to the purpose foregoing; or c. any failure to do any act necessary to constitute, perfect and maintain the priority of the exercise of the Warrants represented by such Warrant Certificatessecurity hereby created or otherwise created with respect to any GBG Charged Property.

Protection of Trustee. By way of supplement to the provisions of any law from for the time to time applicable being relating to trustees, it is expressly declared and agreed as follows: (1a) The the recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Corporation, and neither the Trustee nor any Authenticating Agent shall be liable for or assume any responsibility for their correctness; (b) the Trustee makes no representations as to, and shall not be liable for for, the validity or by reason sufficiency of any representations, statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in section 10.10 or by virtue of the certification Securities or coupons; (c) neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Trustee Corporation of any of the Warrant Certificates) Securities or required to verify coupons or of the same, but all those statements or recitals are and shall be deemed to be made by the Corporation.proceeds thereof; (2d) Nothing nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the registration or filing (or filing or renewal renewals thereof) of this Indenture or any instrument ancillary or supplemental hereto.; (3e) The the Trustee shall not be bound to give any notice to any person or persons of the execution hereof.; (4f) The the Trustee shall not incur Incur any liability or responsibility whatever whatsoever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants or warranties herein contained or of any acts act of any director, officer, employee the agents or agent servants of the Corporation.; and (5g) The the Corporation shall indemnify the Trustee shall not be bound to give (including its directors, officers and employees) for, and hold it harmless against, any notice loss, liability or to do expense Incurred without negligence or take any actbad faith on its part, action arising out of or proceeding by virtue in connection with the acceptance or administration of the powers conferred on it hereby unless trust or trusts hereunder, including the costs and until it has been required to under expenses of defending itself against any claim or liability in connection with the terms hereof nor shall the Trustee be required to take notice exercise or performance of any default of the Corporation hereunder unless and until notified in writing of the default (which notice must specify the nature of the default) and, in the absence of that notice, the Trustee may for all purposes hereunder conclusively assume that no default by the Corporation hereunder has occurred. The giving of any notice shall in no way limit the discretion of the Trustee hereunder as to whether any action is required to be taken in respect of any default its powers or duties hereunder. (6) The Trustee shall not be accountable with respect to the validity or value (or the kind or amount) of any Shares or Warrants or other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Warrant. (7) The Trustee is not responsible for any failure of the Corporation to make any cash payment or to issue, transfer or deliver Shares or certificates for the same upon the surrender or deemed surrender of any Warrant Certificates for the purpose of the exercise of the Warrants represented by such Warrant Certificates.

Protection of Trustee. By way of supplement to the provisions of any law Applicable Law from time to time applicable relating to trusteestrustees and in addition to any other provision of this Warrant Indenture for the relief of the Trustee, it is expressly declared and agreed as followsthat: (1a) The the Trustee shall not be liable for or by reason of any representations, statements of fact or recitals in this Warrant Indenture or in the Warrant Certificates Certificated Warrants (except the representation representations and warranties contained in section 10.10 or by virtue of the certification Section 6.1 and Section 6.10 which are being given by the Trustee of the Warrant Certificatesin its personal capacity) or required to verify the same, but all those such statements or recitals are and shall be deemed to be made by the Corporation.; (2b) Nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the registration (or filing or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto. (3) The Trustee shall not be bound to give notice to any person or persons Person notice of the execution hereof.of this Warrant Indenture unless and until a default and declaration of acceleration has occurred, and the Trustee has determined or become obliged to enforce the same; (4c) The the Trustee shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants or warranties herein contained in this Warrant Indenture or of any acts of any director, officer, employee the agents or agent servants of the Corporation.; (5d) The the permissive rights of a Trustee enumerated herein shall not be construed as duties; (e) in addition to and without limiting any other protection of the Trustee hereunder, or otherwise by law, the Corporation indemnifies and saves harmless the Trustee and its officers, directors and employees and agents from and against any and all liabilities, losses, costs, claims, actions, expenses (including legal fees and disbursements on a solicitor and client basis) or demands whatsoever which may be brought against the Trustee or which it may suffer or incur as a result of or arising out of the performance of its duties and obligations under this Warrant Indenture including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Trustee contemplated by this Warrant Indenture, and including legal fees and disbursements on a solicitor and client basis and costs and expenses incurred in connection with the enforcement of this indemnity, which the Trustee may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Trustee, save only in the event of the gross negligence or reckless disregard in acting or failing to act, or the wilful misconduct, dishonesty or bad faith of the Trustee. It is understood and agreed that this indemnification shall survive the termination or discharge of this Warrant Indenture or the resignation or removal of the Trustee; (f) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, the right to be indemnified, are extended to, and shall be enforceable by, Alliance Trust Company, and each agent, custodian and other Person employed to act hereunder; (g) in no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether such Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; (h) the Trustee may, in the exercise of all or any of the trusts, powers and discretion vested in it under this Warrant Indenture, act by the responsible officers of the Trustee; the Trustee may delegate to any Person the performance of any of the trusts and powers vested in it by this Warrant Indenture, and any delegation may be made upon such terms and conditions and subject to such regulations as the Trustee may think to be in the best interest of the Holders; (i) the Trustee shall not be bound to give any notice or to do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it has been required to under the terms hereof nor shall the Trustee be required to take notice or be deemed to have notice or actual knowledge of any default of matter under this Warrant Indenture, unless the Trustee shall have received from the Corporation hereunder unless and until notified in writing of or a Holder written notice stating the default (which notice must specify the nature of the default) and, in the absence of that notice, the Trustee may for all purposes hereunder conclusively assume that no default by the Corporation hereunder has occurred. The giving of any notice shall in no way limit the discretion of the Trustee hereunder as to whether any action is required to be taken matter in respect of any default hereunder.which the Trustee should have notice or actual knowledge; and (6j) The the Trustee shall not be accountable with respect to the validity or value (or the kind or amount) of any Shares or Warrants or other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Warrant. (7) The Trustee is not responsible for any failure error made or act done by it resulting from reliance upon the signature of any Person on behalf of the Corporation to make any cash payment or to issue, transfer or deliver Shares or certificates for the same upon the surrender or deemed surrender of any Person on whose signature the Trustee may be called upon to act or refrain from acting under this Warrant Certificates for the purpose of the exercise of the Warrants represented by such Warrant CertificatesIndenture.

Protection of Trustee. By way of supplement to the provisions of any law Applicable Law from time to time applicable relating to trusteestrustees and in addition to any other provision of this Warrant Indenture for the relief of the Trustee, it is expressly declared and agreed as followsthat: (1a) The the Trustee shall not be liable for or by reason of any representations, statements of fact or recitals in this Warrant Indenture or in the Warrant Certificates Certificated Warrants (except the representation representations and warranties contained in section 10.10 or by virtue of the certification Section 7.1 and Section 7.10 which are being given by the Trustee of the Warrant Certificatesin its personal capacity) or required to verify the same, but all those such statements or recitals are and shall be deemed to be made by the Corporation.; (2b) Nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the registration (or filing or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto. (3) The Trustee shall not be bound to give notice to any person or persons Person notice of the execution hereof.of this Warrant Indenture unless and until a default and declaration of acceleration has occurred, and the Trustee has determined or become obliged to enforce the same; (4c) The the Trustee shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants or warranties herein contained in this Warrant Indenture or of any acts of any director, officer, employee the agents or agent servants of the Corporation.; (5d) The the permissive rights of a Trustee enumerated herein shall not be construed as duties; (e) in addition to and without limiting any other protection of the Trustee hereunder, or otherwise by law, the Corporation indemnifies and saves harmless the Trustee and its officers, directors and employees and agents from and against any and all liabilities, losses, costs, claims, actions, expenses (including legal fees and disbursements on a solicitor and client basis) or demands whatsoever which may be brought against the Trustee or which it may suffer or incur as a result of or arising out of the performance of its duties and obligations under this Warrant Indenture including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Trustee contemplated by this Warrant Indenture, and including legal fees and disbursements on a solicitor and client basis and costs and expenses incurred in connection with the enforcement of this indemnity, which the Trustee may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Trustee, save only in the event of the gross negligence or reckless disregard in acting or failing to act, or the wilful misconduct, dishonesty or bad faith of the Trustee. It is understood and agreed that this indemnification shall survive the termination or discharge of this Warrant Indenture or the resignation or removal of the Trustee; (f) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, the right to be indemnified, are extended to, and shall be enforceable by, Alliance Trust Company, and each agent, custodian and other Person employed to act hereunder; (g) in no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether such Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; (h) the Trustee may, in the exercise of all or any of the trusts, powers and discretion vested in it under this Warrant Indenture, act by the responsible officers of the Trustee; the Trustee may delegate to any Person the performance of any of the trusts and powers vested in it by this Warrant Indenture, and any delegation may be made upon such terms and conditions and subject to such regulations as the Trustee may think to be in the best interest of the Holders; (i) the Trustee shall not be bound to give any notice or to do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it has been required to under the terms hereof nor shall the Trustee be required to take notice or be deemed to have notice or actual knowledge of any default of matter under this Warrant Indenture, unless the Trustee shall have received from the Corporation hereunder unless and until notified in writing of or a Holder written notice stating the default (which notice must specify the nature of the default) and, in the absence of that notice, the Trustee may for all purposes hereunder conclusively assume that no default by the Corporation hereunder has occurred. The giving of any notice shall in no way limit the discretion of the Trustee hereunder as to whether any action is required to be taken matter in respect of any default hereunder.which the Trustee should have notice or actual knowledge; and (6j) The the Trustee shall not be accountable with respect to the validity or value (or the kind or amount) of any Shares or Warrants or other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Warrant. (7) The Trustee is not responsible for any failure error made or act done by it resulting from reliance upon the signature of any Person on behalf of the Corporation to make any cash payment or to issue, transfer or deliver Shares or certificates for the same upon the surrender or deemed surrender of any Person on whose signature the Trustee may be called upon to act or refrain from acting under this Warrant Certificates for the purpose of the exercise of the Warrants represented by such Warrant CertificatesIndenture.

Protection of Trustee. By way of supplement The Trustee: shall not at any time be under any duty or responsibility to any Debentureholder to determine whether any facts exist which may require any adjustment in the applicable Conversion Price, or with respect to the provisions nature or extent of any law from such adjustment when made, or with respect to the method employed in making the same; shall not be accountable with respect to the validity or value (or the kind or amount) of any Common Shares, Warrants or of any shares or other securities or property which may at any time be issued or delivered upon the conversion of any Debenture; shall not be responsible for any failure of the Corporation to time applicable make any cash payment or to trusteesissue, it is expressly declared and agreed as follows: (1) The transfer or deliver Common Shares or share certificates upon the surrender of any Debenture for the purpose of conversion, or to comply with any of the covenants contained in this Article; the Trustee shall not be liable for or by reason of any representations, statements of fact or recitals in this Indenture or in the Warrant Debenture Certificates (except the representation contained in section 10.10 Section 8.9 or by virtue in the certificate of the certification by Trustee on the Trustee of the Warrant Debenture Certificates) or be required to verify the same, but all those such statements or recitals are and shall be deemed to be made by the Corporation. (2) Nothing ; nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the registration (or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto. (3) The ; the Trustee shall not be bound to give notice to any person or persons of the execution hereof. (4) The Trustee ; the Trustee, or any of its officers, directors or employees, shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of the its covenants or warranties herein contained or of any acts of any directordirectors, officerofficers, employee employees, agents or agent servants of the Corporation. (5) The Trustee shall not be bound to give any notice or to do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless ; and until it has been required to under the terms hereof nor shall the Trustee be required to take notice of any default of the Corporation hereunder unless hereby indemnifies and until notified in writing agrees to hold harmless the Trustee, its affiliates, their current and former officers, directors, employees, agents, successors and assigns from and against any and all liabilities, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements, including legal fees and disbursements of the default (which notice must specify the whatever kind and nature of the default) and, in the absence of that notice, the Trustee may for all purposes hereunder conclusively assume that no default by the Corporation hereunder has occurred. The giving of any notice shall in no way limit the discretion of the Trustee hereunder as to whether any action is required to be taken in respect of any default hereunder. (6) The Trustee shall not be accountable with respect to the validity or value (or the kind or amount) of any Shares or Warrants or other securities or property which may at any time be issued imposed on or delivered upon incurred by or asserted against the exercise Trustee, whether groundless or otherwise, arising from or out of any act, omission or error of the rights attaching Trustee, provided that the Corporation shall not be required to any Warrant. (7) The indemnify the Trustee is not responsible for any failure in the event of the Corporation to make any cash payment negligence or to issue, transfer or deliver Shares or certificates for the same upon the surrender or deemed surrender of any Warrant Certificates for the purpose wilful misconduct of the exercise Trustee, and this provision shall survive the resignation or removal of the Warrants represented by such Warrant Certificates.Trustee or the termination or discharge of this Indenture

Protection of Trustee. By way of supplement to the provisions of any law from for the time to time applicable being relating to trustees, it is expressly declared and agreed addressed as follows: (1a) the Trustee and its directors, officers, employees and agents will at all times be indemnified and saved harmless by the Corporation from and against all claims, demands, losses, actions, causes of action, costs, charges, expenses, damages and liabilities whatsoever arising in connection with this Indenture, including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Trustee contemplated hereby, legal fees and disbursements on a solicitor and client basis, and costs and expenses incurred in connection with the enforcement of this indemnity, which the Trustee may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Trustee. The foregoing provisions of this subsection do not apply to the extent that in any circumstances there has been a failure by the Trustee or its employees to act honestly and in good faith or where the Trustee or its employees have acted negligently or in willful disregard of the Trustee's obligations hereunder or shall not have complied with subsection 12.3(a). This indemnity shall survive resignation or removal of the Trustee and the discharge of this Indenture; (b) the Trustee shall not be liable for or by reason of any representations, statements of fact or recitals in this Indenture or in the Warrant Certificates Debentures (except the representation contained in section 10.10 or by virtue sections 12.2 and 12.13 and in the certificate of the certification by Trustee on the Trustee of the Warrant CertificatesDebentures) or required to verify the same, but all those such statements or recitals are and shall be deemed to be made by the Corporation.; (2c) Nothing nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the registration (or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto.; (3d) The the Trustee shall not be bound to give notice to any person or persons Person of the execution hereof.; (4e) The the Trustee shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of or any of the covenants or warranties herein contained or of any acts of any director, officer, employee or agent the agents of the Corporation.; (5f) notwithstanding any other provisions of this Indenture, the Trustee shall have no obligation to transfer any Debentures unless provided with such documents as it deems satisfactory, acting reasonably; (g) the Trustee shall incur no liability with regard to the delivery or non-delivery of any certificate, whether delivered by hand, mail or other means; (h) the Trustee shall disburse moneys according to this Indenture only to the extent that moneys have been deposited with it. The Trustee shall incur no liability for moneys deposited otherwise than with the Trustee; and (i) the Trustee shall not be bound to give any notice or to do or take any act, action or proceeding by virtue responsible for ensuring that the proceeds of the powers conferred on it hereby unless and until it has been required to under Debenture issuance are used in the terms hereof nor shall manner contemplated in the Trustee be required to take notice of any default (final) prospectus qualifying the distribution of the Corporation hereunder unless and until notified in writing Debentures under applicable securities laws of the default (which notice must specify the nature provinces of the default) and, in the absence of that notice, the Trustee may for all purposes hereunder conclusively assume that no default by the Corporation hereunder has occurred. The giving of any notice shall in no way limit the discretion of the Trustee hereunder as to whether any action is required to be taken in respect of any default hereunderCanada. (6) The Trustee shall not be accountable with respect to the validity or value (or the kind or amount) of any Shares or Warrants or other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Warrant. (7) The Trustee is not responsible for any failure of the Corporation to make any cash payment or to issue, transfer or deliver Shares or certificates for the same upon the surrender or deemed surrender of any Warrant Certificates for the purpose of the exercise of the Warrants represented by such Warrant Certificates.

Protection of Trustee. By way of supplement to the provisions of any law Applicable Law from time to time applicable relating to trusteestrustees and in addition to any other provision of this Indenture for the relief of the Trustee, it is expressly declared and agreed as followsthat: (1a) The the Trustee shall not be liable for or by reason of any representations, statements of fact or recitals in this Indenture or in the Warrant Certificates Debentures (except the representation representations and warranties contained in section 10.10 or by virtue of the certification Section 8.1 and Section 8.11 which are being given by the Trustee of the Warrant Certificatesin its personal capacity) or required to verify the same, but all those such statements or recitals are and shall be deemed to be made by the Corporation.; (2b) Nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the registration (or filing or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto. (3) The Trustee shall not be bound to give notice to any person or persons Person notice of the execution hereof.of this Indenture unless and until an Event of Default and declaration of acceleration has occurred, and the Trustee has determined or become obliged to enforce the same; (4c) The the Trustee shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants or warranties herein contained in this Indenture or of any acts of any director, officer, employee the agents or agent servants of the Corporation; (d) the permissive rights of a Trustee enumerated herein shall not be construed as duties; (e) in addition to and without limiting any other protection of the Trustee hereunder, or otherwise by law, the Corporation indemnifies and saves harmless the Trustee and its officers, directors and employees and agents from and against any and all liabilities, losses, costs, claims, actions, expenses (including legal fees and disbursements on a solicitor and client basis) or demands whatsoever which may be brought against the Trustee or which it may suffer or incur as a result of or arising out of the performance of its duties and obligations under this Indenture including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Trustee contemplated by this Indenture, and including legal fees and disbursements on a solicitor and client basis and costs and expenses incurred in connection with the enforcement of this indemnity, which the Trustee may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Trustee, save only in the event of the gross negligence or reckless disregard in acting or failing to act, or the wilful misconduct, dishonesty or bad faith of the Trustee. It is understood and agreed that this indemnification shall survive the termination or discharge of this Indenture or the resignation or removal of the Trustee; (f) without limiting the generality of (d), the Corporation will indemnify and hold harmless the Trustee and upon written request reimburse the Trustee for the amount of (i) any taxes levied or imposed and paid by the Trustee as a result of payments made under or with respect to the Debentures, (ii) any liability (including penalties and interest) arising therefrom or with respect thereto paid by the Trustee as a result of payments made under or with respect to the Debentures and (iii) any taxes levied or imposed and paid by the Trustee with respect to reimbursement under clauses (i) and (ii) of this Section 8.10(d), but excluding any taxes on the Trustee’s net income arising from fees for acting as the trustee hereunder or in respect of the Trustee’s capital. (5g) The the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, the right to be indemnified, are extended to, and shall be enforceable by, AST Trust Company (Canada), and each agent, custodian and other Person employed to act hereunder; (h) in no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether such Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; (i) the Trustee may, in the exercise of all or any of the trusts, powers and discretion vested in it under this Indenture, act by the responsible officers of the Trustee; the Trustee may delegate to any Person the performance of any of the trusts and powers vested in it by this Indenture, and any delegation may be made upon such terms and conditions and subject to such regulations as the Trustee may think to be in the best interest of the Holders; (j) the Trustee shall not be bound to give any notice or to do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it has been required to under the terms hereof nor shall the Trustee be required to take notice or be deemed to have notice or actual knowledge of any default of matter under this Indenture, unless the Trustee shall have received from the Corporation hereunder unless and until notified in writing of or a Holder written notice stating the default (which notice must specify the nature of the default) and, in the absence of that notice, the Trustee may for all purposes hereunder conclusively assume that no default by the Corporation hereunder has occurred. The giving of any notice shall in no way limit the discretion of the Trustee hereunder as to whether any action is required to be taken matter in respect of any default hereunder.which the Trustee should have notice or actual knowledge; and (6k) The the Trustee shall not be accountable with respect to the validity or value (or the kind or amount) of any Shares or Warrants or other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Warrant. (7) The Trustee is not responsible for any failure error made or act done by it resulting from reliance upon the signature of any Person on behalf of the Corporation to make any cash payment or to issue, transfer or deliver Shares or certificates for the same upon the surrender or deemed surrender of any Warrant Certificates for Person on whose signature the purpose of the exercise of the Warrants represented by such Warrant CertificatesTrustee may be called upon to act or refrain from acting under this Indenture.

Protection of Trustee. By way of supplement to the provisions of any law Applicable Law from time to time applicable relating to trusteestrustees and in addition to any other provision of this Indenture for the relief of the Trustee, it is expressly declared and agreed as followsthat: (1a) The the Trustee shall not be liable for or by reason of any representations, statements of fact or recitals in this Indenture or in the Warrant Certificates Debentures (except the representation contained as provided in section 10.10 or by virtue of the certification subsection 2.7(d) and sections 13.11 and 13.13 which are being given by the Trustee of the Warrant Certificatesin its personal capacity) or required to verify the same, but all those such statements or recitals are and shall be deemed to be made by the Corporation.Issuer; (2b) Nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the registration (or filing or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto. (3) The Trustee shall not be bound to give notice to any person or persons Person notice of the execution hereof.of this Indenture unless and until an Event of Default and a declaration of acceleration has occurred, and the Trustee has determined or become obliged to enforce the same; (4c) The the Trustee shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation Issuer of any of the covenants or warranties herein contained in this Indenture or of any acts of any director, officer, employee the agents or agent servants of the CorporationIssuer; (d) the Issuer indemnifies and saves harmless the Trustee and its officers, directors and employees and agents from and against any and all liabilities, losses, costs, claims, actions, expenses (including legal fees and disbursements on a solicitor and client basis) or demands whatsoever which may be brought against the Trustee or which it may suffer or incur as a result of or arising out of the performance of its duties and obligations under this Indenture, including those arising out of or related to actions taken or omitted to be taken by the Trustee contemplated by this Indenture, and including legal fees and disbursements on a full indemnity basis and costs and expenses incurred in connection with the enforcement of this indemnity, which the Trustee may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Trustee, save only in the event of the gross negligence in acting or failing to act, or the wilful misconduct, dishonesty or bad faith of the Trustee. It is understood and agreed that this indemnification shall survive the termination or discharge of this Indenture or the resignation or removal of the Trustee; (e) without limiting the generality of subsection 13.12(d), the Issuer will indemnify and hold harmless the Trustee and upon written request reimburse the Trustee for the amount of (i) any taxes levied or imposed and paid by the Trustee as a result of payments made under or with respect to the Debentures, (ii) any liability (including penalties and interest) arising therefrom or with respect thereto paid by the Trustee as a result of payments made under or with respect to the Debentures, and (iii) any taxes levied or imposed and paid by the Trustee with respect to reimbursement under (a) and (b) above, but excluding any taxes on the Trustee’s net income arising from fees for acting as the trustee hereunder or in respect of the Trustee’s capital. (5f) The the Trustee shall not be liable by reason of the statements or implications of fact or law contained in or arising out of anything contained in this Indenture or in the Debentures or be required to verify the same, but all statements or implications shall be deemed to have been made by the Issuer only; (g) the Trustee may, in the exercise of all or any of the trusts, powers and discretion vested in it under this Indenture, act by the responsible officers of the Trustee; the Trustee may delegate to any Person the performance of any of the trusts and powers vested in it by this Indenture, and any delegation may be made upon such terms and conditions and subject to such regulations as the Trustee may think to be in the best interest of the Holders; (h) the Trustee shall not be required to take notice or be deemed to have notice or actual knowledge of any matter under this Indenture, unless the Trustee shall have received from the Issuer or a Holder written notice stating the matter in respect of which the Trustee should have notice or actual knowledge; (i) the Trustee shall not be bound to give act in accordance with any notice direction or request of the Issuer until an executed copy of the document containing the direction or request has been delivered to do the Trustee, and the Trustee shall be fully empowered to act and shall be fully protected from all liability in acting upon any document purporting to be a Debenture and believed by the Trustee to be genuine; (j) the Trustee shall not be responsible for any error made or act done by it resulting from reliance upon the signature of any Person on behalf of the Issuer or of any Person on whose signature the Trustee may be called upon to act or refrain from acting under this Indenture; (k) the Trustee shall not be liable for any error of judgment made in good faith, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; (l) the Trustee shall not be liable with respect to any action it takes or omits to take any in accordance with the direction of the Holders given in accordance with the terms of this Indenture save only in the event of the gross negligence in acting or failing to act, action or proceeding by virtue the wilful misconduct, dishonesty or bad faith of the powers conferred on it hereby unless and until it has been required to under the terms hereof nor Trustee; and (m) in no event shall the Trustee be required to take notice responsible or liable for special, indirect, or consequential loss or damage of any default kind whatsoever (including, but not limited to, loss of business, goodwill, opportunity or profit) irrespective of whether the Trustee has been advised of the Corporation hereunder unless likelihood of such loss or damage and until notified in writing regardless of the default (which notice must specify the nature form of the default) and, in the absence of that notice, the Trustee may for all purposes hereunder conclusively assume that no default by the Corporation hereunder has occurred. The giving of any notice shall in no way limit the discretion of the Trustee hereunder as to whether any action is required to be taken in respect of any default hereunderaction. (6) The Trustee shall not be accountable with respect to the validity or value (or the kind or amount) of any Shares or Warrants or other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Warrant. (7) The Trustee is not responsible for any failure of the Corporation to make any cash payment or to issue, transfer or deliver Shares or certificates for the same upon the surrender or deemed surrender of any Warrant Certificates for the purpose of the exercise of the Warrants represented by such Warrant Certificates.

Protection of Trustee. By way of supplement to the provisions of any law from for the time being relating to time applicable to trustees, trustees it is expressly declared and agreed as follows: (1) The a. the Trustee shall not be liable for or by reason of any representations, statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in section 10.10 Section 9.9 or by virtue in the certificate of the certification by the Trustee of on the Warrant Certificates) or be required to verify the same, but all those such statements or recitals are and shall be deemed to be made by the Corporation.; (2) Nothing b. nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the registration (or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto.; (3) The c. the Trustee shall not be bound to give notice to any person or persons of the execution hereof.; (4) The d. the Trustee shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants or warranties herein contained or of any acts of any directordirectors, officerofficers, employee employees, agents or agent servants of the Corporation.; and (5) The Trustee shall not be bound e. the Corporation hereby indemnifies and agrees to give any notice or to do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it has been required to under the terms hereof nor shall hold harmless the Trustee be required to take notice from and against any and all liabilities, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements, including legal fees and disbursements of any default of the Corporation hereunder unless whatever kind and until notified in writing of the default (which notice must specify the nature of the default) and, in the absence of that notice, the Trustee may for all purposes hereunder conclusively assume that no default by the Corporation hereunder has occurred. The giving of any notice shall in no way limit the discretion of the Trustee hereunder as to whether any action is required to be taken in respect of any default hereunder. (6) The Trustee shall not be accountable with respect to the validity or value (or the kind or amount) of any Shares or Warrants or other securities or property which may at any time be issued imposed on, incurred by or delivered upon asserted against the exercise Trustee, whether groundless or otherwise, arising from or out of any act, omission or error of the rights attaching Trustee made in good faith in the conduct of its duties hereunder, provided that the Trustee has met the standard of care, diligence and skill provided for in subsection 9.2(a) and, provided further that, the Corporation shall not be required to any Warrant. (7) The indemnify the Trustee is not responsible for any failure in the event of gross negligence, wilful misconduct, bad faith or breach of the Corporation to make any cash payment or to issue, transfer or deliver Shares or certificates for the same upon the surrender or deemed surrender of any Warrant Certificates for the purpose obligations of the exercise Trustee as provided in subsection 9.2(a), and this provision shall survive the resignation or removal of the Warrants represented by such Warrant CertificatesTrustee or the termination or discharge of this Agreement.

Protection of Trustee. By way of supplement to the provisions of any law from for the time being relating to time applicable to trustees, trustees it is expressly declared and agreed as follows: (1a) The the Trustee shall not be liable for or by reason of any representations, statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in section 10.10 Section 9.9 or by virtue in the certificate of the certification by the Trustee of on the Warrant Certificates) or be required to verify the same, but all those such statements or recitals are and shall be deemed to be made by the Corporation.; (2b) Nothing nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the registration (or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto.; (3c) The the Trustee shall not be bound to give notice to any person or persons of the execution hereof.; (4d) The the Trustee shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of the its covenants or warranties herein contained or of any acts of any directordirectors, officerofficers, employee employees, agents or agent servants of the Corporation.; and (5e) The Trustee shall not be bound the Corporation hereby indemnifies and agrees to give any notice or to do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it has been required to under the terms hereof nor shall hold harmless the Trustee be required to take notice from and against any and all liabilities, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements, including reasonable legal fees and disbursements of any default of the Corporation hereunder unless whatever kind and until notified in writing of the default (which notice must specify the nature of the default) and, in the absence of that notice, the Trustee may for all purposes hereunder conclusively assume that no default by the Corporation hereunder has occurred. The giving of any notice shall in no way limit the discretion of the Trustee hereunder as to whether any action is required to be taken in respect of any default hereunder. (6) The Trustee shall not be accountable with respect to the validity or value (or the kind or amount) of any Shares or Warrants or other securities or property which may at any time be issued imposed on or delivered upon incurred by or asserted against the exercise Trustee, whether groundless or otherwise, arising from or out of any act, omission or error of the rights attaching Trustee made in good faith in the conduct of its duties hereunder, provided that the Trustee has met the standard of care, diligence and skill provided for in Subsection 9.2(a) and, provided further, that the Corporation shall not be required to any Warrant. (7) The indemnify the Trustee is not responsible for any failure in the event of the Corporation to make any cash payment negligence or to issue, transfer or deliver Shares or certificates for the same upon the surrender or deemed surrender of any Warrant Certificates for the purpose wilful misconduct of the exercise Trustee, as provided in Subsection 9.2(a), and this provision shall survive the resignation or removal of the Warrants represented by such Warrant CertificatesTrustee or the termination or discharge of this Agreement.

Protection of Trustee. By way of supplement to the provisions of any law from for the time to time applicable being relating to trustees, it is expressly declared and agreed as follows: (1a) The the Trustee shall not be liable for or by reason of any representations, statements of fact or recitals in this Trust Indenture or in the Warrant Certificates Licenses (except the representation representations contained in section 10.10 Sections 10.9 and 10.13 or deemed by virtue the provisions of Section 2.3 to have been made through the certification of the certification by Trustee on the Trustee of the Warrant CertificatesLicenses) or required to verify the same, but all those such statements or recitals are and shall be deemed to be made by each of the Corporation.Corporations, as applicable; (2b) Nothing nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the registration (or filing (or renewal thereof) of this Trust Indenture or any instrument ancillary or supplemental hereto.; (3c) The the Trustee shall not be bound to give notice to any person or persons of the execution hereof.; (4d) The the Trustee shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of each of the Corporation Corporations of any of the covenants or warranties herein contained or of any acts of any director, officer, employee the agents or agent servants of each of the Corporation.Corporations; (5e) The Trustee shall not be bound subject to give Section 10.9, the Trustee, in its personal capacity or any notice or to do or take any actother capacity, action or proceeding by virtue may buy, lend upon and deal in securities of each of the powers conferred on it hereby unless and until it has been required to under the terms hereof nor shall the Trustee be required to take notice Corporations or any Affiliate of any default each of the Corporation hereunder unless Corporations and until notified in writing generally may contract and enter into financial transactions with each of the default (which notice must specify the nature Corporations or any Affiliate of each of the defaultCorporations without being liable to account for any profit made thereby; and (f) andthe Trustee, in the absence of that noticeits officers, the Trustee may for directors, employees and agents will at all purposes hereunder conclusively assume that no default times be indemnified and saved harmless by the Corporation hereunder has occurred. The giving of any notice shall in no way limit the discretion each of the Trustee hereunder as Corporations from and against all claims, demands, losses, actions, causes of action, costs, charges, expenses, damages and liabilities whatsoever arising in connection with this Trust Indenture, including, without limitation, those arising out of or related to whether any action is required actions taken or omitted to be taken by the Trustee contemplated hereby, legal fees and disbursements on a solicitor and client basis and costs and expenses incurred in connection with the enforcement of this indemnity, which the Trustee, its officers, directors, employees and agents may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any default hereunder. (6) The Trustee shall not be accountable with respect act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the validity execution of its duties as Trustee and including any deed, matter or value (thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this paragraph 10.7(f) do not apply to the extent that in any circumstances there has been a failure by the Trustee or its employees or agents to act honestly and in good faith or to discharge the Trustee’s obligations under Subsection 10.1(1) or where the Trustee or its employees or agents have acted negligently or in wilful disregard of their obligations hereunder or have negligently or in wilful disregard of their obligations hereunder, failed to act. This indemnification shall survive the termination or discharge of this Trust Indenture or the kind replacement or amount) of any Shares or Warrants or other securities or property which may at any time be issued or delivered upon the exercise resignation of the rights attaching to any WarrantTrustee. (7) The Trustee is not responsible for any failure of the Corporation to make any cash payment or to issue, transfer or deliver Shares or certificates for the same upon the surrender or deemed surrender of any Warrant Certificates for the purpose of the exercise of the Warrants represented by such Warrant Certificates.

Protection of Trustee. By way of supplement to the provisions of any law from for the time being relating to time applicable to trustees, trustees it is expressly declared and agreed as follows: (1a) The the Trustee shall not be liable for or by reason of any representations, statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in section 10.10 Section 9.9 or by virtue in the certificate of the certification by the Trustee of on the Warrant Certificates) or be required to verify the same, but all those such statements or recitals are and shall be deemed to be made by the Corporation.; (2b) Nothing nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the registration (or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto.; (3c) The the Trustee shall not be bound to give notice to any person or persons of the execution hereof.; (4d) the Corporation indemnifies and saves harmless the Trustee and its officers, directors and employees from and against any and all liabilities, losses, costs, claims, actions, or demands whatsoever which may be brought against the Trustee or which it may suffer or incur as a result of or arising out of the performance of its duties and obligations under this Indenture, save only in the event of the negligent failure to act, or the willful misconduct or bad faith of the Trustee. It is understood and agreed that this indemnification shall survive the termination or discharge of this Indenture or the resignation of the Trustee; (e) The Trustee shall incur no liability with respect to the delivery or non-delivery of any certificate or certificates whether delivered by hand, mail or any other means; (f) The Trustee shall not incur be liable for any liability error in judgment or responsibility whatever for any act performed or be step taken or omitted by it in good faith for any way responsible mistake, in fact or in law, or for the consequence anything it may do or refrain from doing in connection herewith except arising out of any breach on the part of the Corporation of any of the covenants its own gross negligence or warranties herein contained willful misconduct or of any acts of any director, officer, employee or agent of the Corporation.bad faith; and (5g) The Trustee shall will not be bound to give any notice or to do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and by this Indenture until it has been required so to do under the terms hereof nor shall the of this Indenture. The Trustee will not be required to take notice of any default of the Corporation hereunder under this Indenture unless and until notified in writing of such default which notice will specify the default (which notice must specify desired to be brought to the nature attention of the default) and, in Trustee. In the absence of that such notice, the Trustee may for all purposes hereunder conclusively of this Indenture assume that no default by has been made in the Corporation hereunder has occurred. The giving observance or performance of any of the representations, warranties, covenants, agreements or conditions contained in this Indenture. Any such notice shall will in no way limit the any discretion of given to the Trustee hereunder as in this Indenture to determine whether any or not to take action is required to be taken in respect of any default hereunder. (6) The Trustee shall not be accountable with respect to the validity or value (or the kind or amount) of any Shares or Warrants or other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Warrantdefault. (7) The Trustee is not responsible for any failure of the Corporation to make any cash payment or to issue, transfer or deliver Shares or certificates for the same upon the surrender or deemed surrender of any Warrant Certificates for the purpose of the exercise of the Warrants represented by such Warrant Certificates.

Protection of Trustee. By way of supplement to the provisions of any law from for the time to time applicable being relating to trustees, it is expressly declared and agreed as follows: (1a) The Trustee shall not be liable for or by reason of any representations, statements of fact or recitals in this Indenture Indenture, in the legends in the Warrant certificates, or in the Warrant Certificates certificates (except the representation contained in section 10.10 or by virtue of the certification by the Trustee of the Warrant Certificates8.9) or be required to verify the same, but all those such statements or recitals are and shall be deemed to be made by the Corporation. (2b) Nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the registration (or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto. (3c) The Trustee shall not be bound to give notice to any person or persons of the execution hereof. (4d) The Trustee shall not incur any liability or responsibility whatever whatsoever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants or warranties herein contained or of any acts of any directordirectors, officerofficers, employee employees, agents or agent servants of the Corporation. (5e) The Trustee shall have no duties except those which are expressly set forth herein and the Trustee shall not be bound to give by any notice of claim or demand with respect thereto or any waiver, modification, amendment, termination or rescission of this Indenture unless received by the Trustee in writing and signed by the other parties hereto. (f) The Trustee shall retain the right not to do act in accordance with any demand, direction or take any actdocument given or made under this Indenture where the demand, action direction, or proceeding by virtue document is not clear and unambiguous or where the demand, direction or document in the opinion of the powers conferred Trustee requires the exercise of discretion or judgement on it hereby unless and until it has been required to under the terms hereof nor shall part of the Trustee, provided that if the Trustee be required decides not to take act it will forthwith provide written notice to the Corporation of any default its decision not to act. In the event of the Corporation hereunder unless and until notified in writing decision of the default (which notice must specify the nature of the default) and, in the absence of that noticeTrustee not to act, the Trustee may shall have the right to apply to a court of competent jurisdiction for all purposes hereunder conclusively assume that no default by the Corporation hereunder has occurred. The giving of any notice shall in no way limit the discretion of the Trustee hereunder as to whether any action is required to be taken in respect of any default hereunderdirection. (6g) The Trustee shall not be accountable with respect to the validity or value (or the kind or amount) of any Common Shares or Warrants or other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Warrant. (7h) The Trustee is shall not be responsible for any failure of the Corporation to make any cash payment or to issue, transfer issue or deliver Common Shares or certificates for the same evidencing Common Shares upon the surrender or deemed surrender of any Warrant Certificates for the purpose of the exercise of such rights or to comply with any of the Warrants represented by such Warrant Certificatescovenants in section 2.13. (i) The Trustee shall not incur any liability or responsibility whatsoever for the consequence of any breach on the part of the Corporation of any of the representations, warranties or covenants herein contained or of any acts of the agents or servants of the Corporation. (j) The Trustee shall be protected in acting upon any written notice, request, waiver, consent, certificate, receipt, statutory declaration or other paper or document furnished to it, not only as to its due execution and the validity and the effectiveness of its provisions but also as to the truth and acceptability of any information therein contained which it in good faith believes to be genuine and what it purports to be.

Protection of Trustee. (1) By way of supplement to the provisions of any law from for the time being relating to time applicable to trusteestrustees or agents, it is expressly declared and agreed as followsthat: (1a) The except for its acts of negligence or wilful misconduct, the Trustee shall not be liable for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, and Xxxxxxx indemnifies and saves harmless the Trustee and its directors, officers, employees and agents from and against all claims, demands, actions, suits or other proceedings by whomsoever made, prosecuted or brought and from all losses, costs, damages and expenses in any manner based upon, occasioned by or attributable to any act or omission of the Trustee or its directors, officers, employees and agents in the execution of its duties hereunder. The obligations of this paragraph shall survive the termination or discharge of this Indenture or the resignation or removal of the Trustee; (b) the Trustee will not be liable for or by reason of of, or required to substantiate, any representations, statements statement of fact or recitals recital in this Indenture or in the Warrant Certificates (except the representation contained in section Section 10.10 or by virtue in the certificate of the certification by the Trustee of on the Warrant Certificates) or required to verify the same), but all those such statements or recitals are and shall will be deemed to be made by the Corporation.Xxxxxxx; (2c) Nothing nothing herein contained shall will impose any obligation on the Trustee any obligation to see to to, or to require evidence of of, the registration (or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto.; (3d) The the Trustee shall will not be bound to give notice to any person or persons of the execution hereof.; (4e) The the Trustee shall will not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation by Xxxxxxx of any of the covenants or warranties obligation herein contained or of any acts act of any director, officer, employee or agent of the Corporation.Xxxxxxx; and (5f) The the Trustee shall not be bound liable or accountable for any loss or damage whatsoever to give any notice person caused by the performance or failure by it to do perform its responsibilities under this Indenture save only to the extent that such loss or take any actdamage is attributable to the negligence, action wilful misconduct or proceeding by virtue bad faith of the powers conferred on it hereby unless and until it has been required Trustee. (2) Xxxxxxx agrees to under the terms hereof nor shall indemnify the Trustee and its directors, officers and employees and save them harmless from all liabilities, losses, claims, demands, suits, damages, costs and actions which may be required brought against or suffered by it arising out of or connected with the performance by it of its duties hereunder except to take notice of any default the extent that such liabilities, suits, damages, costs and actions are attributable to the negligence, wilful misconduct or bad faith of the Corporation hereunder unless and until notified in writing of Trustee. This provision shall survive the default (which notice must specify the nature of the default) and, in the absence of that notice, the Trustee may for all purposes hereunder conclusively assume that no default by the Corporation hereunder has occurred. The giving of any notice shall in no way limit the discretion resignation or termination of the Trustee hereunder as to whether any action is required to be taken in respect of any default hereunder. (6) The Trustee shall not be accountable with respect to the validity or value (or the kind or amount) termination of any Shares or Warrants or other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Warrantthis Indenture. (7) The Trustee is not responsible for any failure of the Corporation to make any cash payment or to issue, transfer or deliver Shares or certificates for the same upon the surrender or deemed surrender of any Warrant Certificates for the purpose of the exercise of the Warrants represented by such Warrant Certificates.

Protection of Trustee. By way of supplement to the provisions of any law from for the time to time applicable being relating to trustees, it is expressly declared and agreed as follows: (1a) The the Trustee shall not be liable for or by reason of any representations, statements of fact or recitals in this Trust Indenture or in the Warrant Certificates Exchangeable Securities (except the representation representations contained in section 10.10 Sections 15.9 and 15.13 or deemed by virtue the provisions of Section 3.9 to have been made through the certification of the certification by Trustee on the Trustee of the Warrant CertificatesExchangeable Securities) or required to verify the same, but all those such statements or recitals are and shall be deemed to be made by the Corporation.MDC; (2b) Nothing nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the registration (or filing (or renewal thereof) of this Trust Indenture or any instrument ancillary or supplemental hereto.; (3c) The the Trustee shall not be bound to give notice to any person or persons of the execution hereof.; (4d) The the Trustee shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation MDC of any of the covenants or warranties herein contained or of any acts of the agents or servants of MDC including, without limitation, any director, officer, employee or agent of the Corporation.paying agent; (5e) The Trustee shall not be bound to give any notice or to do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it has been required to under the terms hereof nor shall the Trustee be required to take notice of any default of the Corporation hereunder unless and until notified in writing of the default (which notice must specify the nature of the default) andTrustee, in its personal capacity or any other capacity, may buy, lend upon and deal in securities of MDC or any Affiliate of MDC and generally may contract and enter into financial transactions with MDC or any Affiliate of MDC without being liable to account for any profit made thereby; and (f) the absence Trustee, its officers, directors, employees and agents will at all times be indemnified and saved harmless by MDC from and against all claims, demands, losses, actions, causes of that noticeaction, the Trustee may for all purposes hereunder conclusively assume that no default by the Corporation hereunder has occurred. The giving costs, charges, expenses, damages and liabilities whatsoever arising in connection with this Trust Indenture, including, without limitation, those arising out of any notice shall in no way limit the discretion of the Trustee hereunder as or related to whether any action is required actions taken or omitted to be taken by the Trustee contemplated hereby, legal fees and disbursements on a solicitor and client basis and costs and expenses incurred in connection with the enforcement of this indemnity, which the Trustee, its officers, directors, employees and agents may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any default hereunder. (6) The Trustee shall not be accountable with respect act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the validity execution of its duties as Trustee and including any deed, matter or value (thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this Subsection 15.7(f) do not apply to the extent that in any circumstances there has been a failure by the Trustee or its employees or agents to act honestly and in good faith or to discharge the Trustee's obligations under Subsection 15.1(1) or where the Trustee or its employees or agents have acted negligently or in wilful disregard of their obligations hereunder, or have negligently or in wilful disregard of their obligations hereunder, failed to act. This indemnification shall survive the termination or discharge of this Trust Indenture or the kind replacement or amount) of any Shares or Warrants or other securities or property which may at any time be issued or delivered upon the exercise resignation of the rights attaching to any WarrantTrustee. (7) The Trustee is not responsible for any failure of the Corporation to make any cash payment or to issue, transfer or deliver Shares or certificates for the same upon the surrender or deemed surrender of any Warrant Certificates for the purpose of the exercise of the Warrants represented by such Warrant Certificates.

Protection of Trustee. By way of supplement to the provisions of any law Applicable Law from time to time applicable relating to trusteestrustees and in addition to any other provision of this Indenture for the relief of the Trustee, it is expressly declared and agreed as followsthat: (1a) The the Trustee shall not be liable for or by reason of any representations, statements of fact or recitals in this Indenture or in the Warrant Certificates Debentures (except the representation representations and warranties contained in section 10.10 or by virtue of the certification Section 9.1 and Section 9.11 which are being given by the Trustee of the Warrant Certificatesin its personal capacity) or required to verify the same, but all those such statements or recitals are and shall be deemed to be made by the Corporation.; (2b) Nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the registration (or filing or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto. (3) The Trustee shall not be bound to give notice to any person or persons Person notice of the execution hereof.of this Indenture unless and until an Event of Default and declaration of acceleration has occurred, and the Trustee has determined or become obliged to enforce the same; (4c) The the Trustee shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants or warranties herein contained in this Indenture or of any acts of any director, officer, employee the agents or agent servants of the Corporation; (d) the permissive rights of a Trustee enumerated herein shall not be construed as duties; (e) in addition to and without limiting any other protection of the Trustee hereunder, or otherwise by law, the Corporation indemnifies and saves harmless the Trustee and its officers, directors and employees and agents from and against any and all liabilities, losses, costs, claims, actions, expenses (including legal fees and disbursements on a solicitor and client basis) or demands whatsoever which may be brought against the Trustee or which it may suffer or incur as a result of or arising out of the performance of its duties and obligations under this Indenture including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Trustee contemplated by this Indenture, and including legal fees and disbursements on a solicitor and client basis and costs and expenses incurred in connection with the enforcement of this indemnity, which the Trustee may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Trustee, save only in the event of the gross negligence or reckless disregard in acting or failing to act, or the wilful misconduct, dishonesty or bad faith of the Trustee. It is understood and agreed that this indemnification shall survive the termination or discharge of this Indenture or the resignation or removal of the Trustee; (f) without limiting the generality of (e), the Corporation will indemnify and hold harmless the Trustee and upon written request reimburse the Trustee for the amount of: (i) any taxes levied or imposed and paid by the Trustee as a result of payments made under or with respect to the Debentures, (ii) any liability (including penalties and interest) arising therefrom or with respect thereto paid by the Trustee as a result of payments made under or with respect to the Debentures and (iii) any taxes levied or imposed and paid by the Trustee with respect to reimbursement under clauses (i) and (ii) of this Section 9.10(f), but excluding any taxes on the Trustee's net income arising from fees for acting as the trustee hereunder or in respect of the Trustee's capital. (5g) The the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, the right to be indemnified, are extended to, and shall be enforceable by, Alliance Trust Company, and each agent, custodian and other Person employed to act hereunder; (h) in no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether such Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; (i) the Trustee may, in the exercise of all or any of the trusts, powers and discretion vested in it under this Indenture, act by the responsible officers of the Trustee; the Trustee may delegate to any Person the performance of any of the trusts and powers vested in it by this Indenture, and any delegation may be made upon such terms and conditions and subject to such regulations as the Trustee may think to be in the best interest of the Holders; (j) the Trustee shall not be bound to give any notice or to do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it has been required to under the terms hereof nor shall the Trustee be required to take notice or be deemed to have notice or actual knowledge of any default of matter under this Indenture, unless the Trustee shall have received from the Corporation hereunder unless and until notified in writing of or a Holder written notice stating the default (which notice must specify the nature of the default) and, in the absence of that notice, the Trustee may for all purposes hereunder conclusively assume that no default by the Corporation hereunder has occurred. The giving of any notice shall in no way limit the discretion of the Trustee hereunder as to whether any action is required to be taken matter in respect of any default hereunder.which the Trustee should have notice or actual knowledge; and (6k) The the Trustee shall not be accountable with respect to the validity or value (or the kind or amount) of any Shares or Warrants or other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Warrant. (7) The Trustee is not responsible for any failure error made or act done by it resulting from reliance upon the signature of any Person on behalf of the Corporation to make any cash payment or to issue, transfer or deliver Shares or certificates for the same upon the surrender or deemed surrender of any Warrant Certificates for Person on whose signature the purpose of the exercise of the Warrants represented by such Warrant CertificatesTrustee may be called upon to act or refrain from acting under this Indenture.

Protection of Trustee. By way of supplement to the provisions of any law from for the time to time applicable being relating to trustees, it is expressly declared and agreed as follows: (1a) The Trustee shall not be liable for or by reason of any representations, statements of fact or recitals in this Indenture or in the Warrant Certificates Notes (except the representation contained in section 10.10 Section 15.09 or by virtue in the certificate of the certification by Trustee on the Trustee of the Warrant CertificatesNotes) or required to verify the same, but all those such statements or recitals are and shall be deemed to be made by the CorporationCompany. (2b) Nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the registration (or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto.. 95 (3c) The Trustee shall not be bound to give notice to any person or persons of the execution hereof. (4d) The Trustee shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation Company of any of the covenants or warranties herein contained or of any acts of any director, officer, employee the agents or agent servants of the Corporation. (5) The Trustee shall not be bound to give Company or of any notice acts or to do omissions of any Paying Agent or take any act, action other agent appointed hereunder or proceeding by virtue of the powers conferred on it hereby unless and until it has been required to under the terms hereof nor shall the Trustee be required to take notice Agency Agreement or as a result of any default a conflict of the Corporation hereunder unless and until notified interest arising in writing of the default (which notice must specify the nature of the default) and, in the absence of that notice, the Trustee may for all purposes hereunder conclusively assume that no default by the Corporation hereunder has occurred. The giving of any notice shall in no way limit the discretion of the Trustee hereunder its role as to whether any action is required to be taken in respect of any default a fiduciary hereunder. (6e) The Company hereby agrees to indemnify the Trustee shall not against any losses, liabilities, costs, claims, actions and demands which it may incur or which may be accountable with respect made against it, including those attributable to the validity arising or value (elimination of a conflict of interest relating to the Trustee's role as a fiduciary hereunder or the kind as a result of or amount) of any Shares in connection with its appointment or Warrants or other securities or property which may at any time be issued or delivered upon the exercise of its powers and duties hereunder, except such as may result from its own willful misconduct, negligence or bad faith or that of its directors, officers, employees or agents. This indemnity shall survive the rights attaching to any Warranttermination and discharge of this Indenture. (7) The Trustee is not responsible for any failure of the Corporation to make any cash payment or to issue, transfer or deliver Shares or certificates for the same upon the surrender or deemed surrender of any Warrant Certificates for the purpose of the exercise of the Warrants represented by such Warrant Certificates.

Protection of Trustee. (1) By way of supplement to the provisions of any law from for the time being relating to time applicable to trusteestrustees or agents, it is expressly declared and agreed as followsthat: (1a) The except for its acts of negligence or wilful misconduct, the Trustee shall not be liable for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, and Kinross indemnifies and saves harmless the Trustee and its directors, officers, employees and agents from and against all claims, demands, actions, suits or other proceedings by whomsoever made, prosecuted or brought and from all losses, costs, damages and expenses in any manner based upon, occasioned by or attributable to any act or omission of the Trustee or its directors, officers, employees and agents in the execution of its duties hereunder. The obligations of this paragraph shall survive the termination or discharge of this Indenture or the resignation or removal of the Trustee; (b) the Trustee will not be liable for or by reason of of, or required to substantiate, any representations, statements statement of fact or recitals recital in this Indenture or in the Warrant Certificates (except the representation contained in section Section 10.10 or by virtue in the certificate of the certification by the Trustee of on the Warrant Certificates) or required to verify the same), but all those such statements or recitals are and shall will be deemed to be made by the Corporation.Kinross; (2c) Nothing nothing herein contained shall will impose any obligation on the Trustee any obligation to see to to, or to require evidence of of, the registration (or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto.; (3d) The the Trustee shall will not be bound to give notice to any person or persons of the execution hereof.; (4e) The the Trustee shall will not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation by Kinross of any of the covenants or warranties obligation herein contained or of any acts act of any director, officer, employee or agent of the Corporation.Kinross; and (5f) The the Trustee shall not be bound liable or accountable for any loss or damage whatsoever to give any notice person caused by the performance or failure by it to do perform its responsibilities under this Indenture save only to the extent that such loss or take any actdamage is attributable to the negligence, action wilful misconduct or proceeding by virtue bad faith of the powers conferred on it hereby unless and until it has been required Trustee. (2) Kinross agrees to under the terms hereof nor shall indemnify the Trustee and its directors, officers and employees and save them harmless from all liabilities, losses, claims, demands, suits, damages, costs and actions which may be required brought against or suffered by it arising out of or connected with the performance by it of its duties hereunder except to take notice of any default the extent that such liabilities, suits, damages, costs and actions are attributable to the negligence, wilful misconduct or bad faith of the Corporation hereunder unless and until notified in writing of Trustee. This provision shall survive the default (which notice must specify the nature of the default) and, in the absence of that notice, the Trustee may for all purposes hereunder conclusively assume that no default by the Corporation hereunder has occurred. The giving of any notice shall in no way limit the discretion resignation or termination of the Trustee hereunder as to whether any action is required to be taken in respect of any default hereunder. (6) The Trustee shall not be accountable with respect to the validity or value (or the kind or amount) termination of any Shares or Warrants or other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Warrantthis Indenture. (7) The Trustee is not responsible for any failure of the Corporation to make any cash payment or to issue, transfer or deliver Shares or certificates for the same upon the surrender or deemed surrender of any Warrant Certificates for the purpose of the exercise of the Warrants represented by such Warrant Certificates.

Protection of Trustee. (a) Protection: By way of supplement to the provisions of any applicable law from for the time being relating to time applicable to trusteesthe Agent, it is expressly declared and agreed as followsthat: (1i) The the Trustee shall will not be liable for or by reason of, or required to substantiate, any statement of any representationsfact, statements of fact representation or recitals recital in this Indenture or in the Special Warrant Certificates (except the representation contained in section 10.10 Section 9.9 hereof or by virtue in the certificate of the certification by Trustee on the Special Warrant Certificates or other representation of the Trustee of the Warrant Certificates) made herein or required to verify the sametherein), but all those such statements or recitals are and shall will be deemed to be made by the Corporation.; (2ii) Nothing nothing herein contained shall will impose any obligation on the Trustee any obligation to see to to, or to require evidence of of, the registration (or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto.; (3iii) The the Trustee shall will not be bound to give notice to any person or persons of the execution hereof.; (4iv) The the Trustee shall will not incur any liability or responsibility whatever whatsoever or be in any way responsible for the consequence of any breach on the part of by the Corporation of any of the covenants obligation or warranties warranty herein contained or of any acts act of any director, officer, employee or agent of the Corporation.; (5v) The Trustee shall not be bound to give any notice or to do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it has been required to under the terms hereof nor shall the Trustee be required will incur no liability with respect to take notice the delivery or non-delivery of any default of certificate or certificates whether delivered by hand, mail or any other means provided that they are sent in accordance with the Corporation hereunder unless and until notified in writing of the default (which notice must specify the nature of the default) and, in the absence of that notice, the Trustee may for all purposes hereunder conclusively assume that no default by the Corporation hereunder has occurred. The giving of any notice shall in no way limit the discretion of the Trustee hereunder as to whether any action is required to be taken in respect of any default hereunder.provisions hereof; (6vi) The the Trustee shall not be accountable with respect to the validity or value (or the kind or amount) of any Shares Underlying Securities or Warrants of any shares or other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Special Warrant.; and (7vii) The the Trustee is shall not be responsible for any failure of the Corporation to make any cash payment or to issue, transfer or deliver Shares Underlying Securities or certificates for the same representing Underlying Securities upon the surrender or deemed surrender of any Warrant Certificates Special Warrants for the purpose of the exercise of such rights or to comply with any of the Warrants represented by such Warrant Certificatescovenants contained in Article 5 hereof.

Protection of Trustee. By way of supplement to the provisions of any law from for the time to time applicable being relating to trustees, it is expressly declared and agreed as follows: (1a) The the Trustee shall not be liable for or by reason of any representations, statements of fact or recitals in this Indenture Indenture, in the Notes or in the Warrant Certificates any other document relating hereto or thereto (except the representation contained in section 10.10 or by virtue 12.1 and in the certificate of the certification by Trustee on the Trustee of the Warrant CertificatesNotes) or required to verify the same, but all those any such statements or recitals are and shall be deemed to be made by the Corporation.VGZ; (2b) Nothing nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the registration (or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto.hereto or thereto; (3c) The the Trustee shall not be bound to give notice to any person or persons notice of the execution hereof.; (4d) The the Trustee shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation VGZ of any of the covenants contained in this Indenture or warranties herein contained in any other document relating hereto or thereto or of any acts of the agents or servants of VGZ or the Guarantor; and (e) VGZ hereby indemnifies and saves harmless the Trustee and its officers, directors, employees and agents from and against any directorand all liabilities, officerlosses, employee costs, claims, actions or agent demands whatsoever which may be brought against the Trustee or which it may suffer or incur as a result or arising out of the Corporation. performance of its duties and obligations hereunder (5) The Trustee shall not be bound to give any notice or to do or take any act, action or proceeding by virtue of including without limitation the powers conferred on it hereby unless fees and until it has been required to under the terms hereof nor shall the Trustee be required to take notice disbursements of any default of the Corporation hereunder unless advisers and until notified in writing of the default (which notice must specify the nature of the default) andlegal counsel it may retain), save only in the absence event of that notice, the Trustee may for all purposes hereunder conclusively assume that no default by the Corporation hereunder has occurred. The giving of any notice shall in no way limit the discretion gross negligence or wilful misconduct of the Trustee hereunder as to whether or any action is required to be taken in respect of any default hereunder. (6) The Trustee its officers, directors, employees or agents. This indemnification shall not be accountable with respect to survive the validity or value (termination of this Indenture or the kind resignation or amount) of any Shares or Warrants or other securities or property which may at any time be issued or delivered upon the exercise removal of the rights attaching to any WarrantTrustee. (7) The Trustee is not responsible for any failure of the Corporation to make any cash payment or to issue, transfer or deliver Shares or certificates for the same upon the surrender or deemed surrender of any Warrant Certificates for the purpose of the exercise of the Warrants represented by such Warrant Certificates.

Protection of Trustee. By way of supplement Subject to Section 14.3, the provisions of any law from time to time applicable to trustees, it is expressly declared and agreed as followsTrustee: (1a) The shall not at any time be under any duty or responsibility to any Debentureholder to determine whether any facts exist which may require any adjustment in the Conversion Price, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making the same; (b) shall not be accountable with respect to the validity or value (or the kind or amount) of any Common Shares or of any shares or other securities or property which may at any time be issued or delivered upon the conversion of any Debenture; (c) shall not be responsible for any failure of the Corporation to make any cash payment or to issue, transfer or deliver Common Shares or share certificates upon the surrender of any Debenture for the purpose of conversion, or to comply with any of the covenants contained in this Article;‌ (d) the Debenture Trustee shall not be liable for or by reason of any representations, statements of fact or recitals in this Indenture or in the Warrant Debenture Certificates (except the representation contained in section 10.10 Section 8.9 or by virtue in the certificate of the certification by Debenture Trustee on the Trustee of the Warrant Debenture Certificates) or be required to verify the same, but all those such statements or recitals are and shall be deemed to be made by the Corporation.; (2e) Nothing nothing herein contained shall impose any obligation on the Debenture Trustee to see to or to require evidence of the registration (or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto.; (3f) The the Debenture Trustee shall not be bound to give notice to any person or persons of the execution hereof.; (4g) The the Debenture Trustee shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of the its covenants or warranties herein contained or of any acts of any directordirectors, officerofficers, employee employees, agents or agent servants of the Corporation.; and (5h) The Trustee shall not be bound to give any notice or to do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it has been required to under the terms hereof nor shall the Trustee be required to take notice of any default of the Corporation hereunder unless hereby indemnifies and until notified in writing agrees to hold harmless the Debenture Trustee, its affiliates, their current and former officers, directors, employees, agents, successors and assigns from and against any and all liabilities, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements, including legal fees and disbursements of the default (which notice must specify the whatever kind and nature of the default) and, in the absence of that notice, the Trustee may for all purposes hereunder conclusively assume that no default by the Corporation hereunder has occurred. The giving of any notice shall in no way limit the discretion of the Trustee hereunder as to whether any action is required to be taken in respect of any default hereunder. (6) The Trustee shall not be accountable with respect to the validity or value (or the kind or amount) of any Shares or Warrants or other securities or property which may at any time be issued imposed on or delivered upon incurred by or asserted against the exercise Debenture Trustee, whether groundless or otherwise, arising from or out of any act, omission or error of the rights attaching Debenture Trustee, provided that the Corporation shall not be required to any Warrant. (7) The indemnify the Debenture Trustee is not responsible for any failure in the event of the Corporation to make any cash payment negligence or to issue, transfer or deliver Shares or certificates for the same upon the surrender or deemed surrender of any Warrant Certificates for the purpose wilful misconduct of the exercise Debenture Trustee, and this provision shall survive the resignation or removal of the Warrants represented by such Warrant CertificatesDebenture Trustee or the termination or discharge of this Indenture.

Protection of Trustee. By way of supplement to the provisions of any law from for the time to time applicable being relating to trustees, it is expressly declared and agreed as follows: (1a) The the recitals contained herein and in the Securities, except the Trustee's certificates of authentication, shall be taken as the statements of the Corporation, and neither the Trustee nor any Authenticating Agent shall be liable for or assume any responsibility for their correctness; (b) the Trustee makes no representations as to, and shall not be liable for for, the validity or by reason sufficiency of any representations, statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in section 10.10 or by virtue of the certification Securities or Coupons; (c) neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Trustee Corporation of any of the Warrant Certificates) Securities or required to verify Coupons or of the same, but all those statements or recitals are and shall be deemed to be made by the Corporation.proceeds thereof; (2d) Nothing nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the registration or filing (or filing or renewal renewals thereof) of this Indenture or any instrument ancillary or supplemental hereto.; (3e) The the Trustee shall not be bound to give any notice to any person or persons of the execution hereof.; (4f) The the Trustee shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants or warranties herein contained or of any acts act of any director, officer, employee the agents or agent servants of the Corporation.; and (5g) The the Corporation shall indemnify the Trustee shall not be bound to give for, and hold it harmless against, any notice loss, liability or to do expense incurred without negligence or take any actbad faith on its part, action arising out of or proceeding by virtue in connection with the acceptance or administration of the powers conferred on it hereby unless trust or trusts hereunder, including the costs and until it has been required to under expenses of defending itself against any claim or liability in connection with the terms hereof nor shall the Trustee be required to take notice exercise or performance of any default of the Corporation hereunder unless and until notified in writing of the default (which notice must specify the nature of the default) and, in the absence of that notice, the Trustee may for all purposes hereunder conclusively assume that no default by the Corporation hereunder has occurred. The giving of any notice shall in no way limit the discretion of the Trustee hereunder as to whether any action is required to be taken in respect of any default its powers or duties hereunder. (6) The Trustee shall not be accountable with respect to the validity or value (or the kind or amount) of any Shares or Warrants or other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Warrant. (7) The Trustee is not responsible for any failure of the Corporation to make any cash payment or to issue, transfer or deliver Shares or certificates for the same upon the surrender or deemed surrender of any Warrant Certificates for the purpose of the exercise of the Warrants represented by such Warrant Certificates.

Protection of Trustee. By way of supplement to the provisions of any law from for the time to time applicable being relating to trustees, it is expressly declared and agreed as follows: (1a) The the Trustee shall will not be liable for or by reason of any representations, statements of fact or recitals in this Indenture Agreement or in the Warrant Certificates Unit Warrants (except the representation contained in section 10.10 12.9 or by virtue in the certificate of the certification by Trustee on the Trustee of the Warrant CertificatesUnit Warrants) or required to verify the same, but all those statements or recitals are and shall will be deemed to be made by the Corporation.Company; (2b) Nothing herein contained shall nothing in this Agreement will impose any obligation on the Trustee to see to or to require evidence of the registration (or filing or renewal thereof) of this Indenture Agreement or any instrument ancillary or supplemental hereto.to this Agreement; (3c) The the Trustee shall will not be bound to give notice to any person or persons of the execution hereof.of this Agreement; (4d) The the Trustee shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation Company of any of the covenants or warranties herein contained or of any acts of any directordirectors, officerofficers, employee employees, agents or agent servants of the Corporation.Company; and (5e) The the Trustee shall not be bound to give any notice or to do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it has shall have been required to do so under the terms hereof hereof; nor shall the Trustee be required to take notice of any default of the Corporation hereunder hereunder, unless and until notified in writing of such default, which notice shall distinctly specify the default (which notice must specify desired to be brought to the nature attention of the default) and, Trustee and in the absence of that notice, any such notice the Trustee may for all purposes hereunder of this Agreement conclusively assume that no default by has been made in the Corporation hereunder has occurred. The giving observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein. Any such notice shall in no way limit the any discretion of herein given to the Trustee hereunder as to determine whether any action is required to be taken in respect of any default hereunder. (6) The or not the Trustee shall not be accountable take action with respect to the validity or value (or the kind or amount) of any Shares or Warrants or other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Warrantdefault. (7) The Trustee is not responsible for any failure of the Corporation to make any cash payment or to issue, transfer or deliver Shares or certificates for the same upon the surrender or deemed surrender of any Warrant Certificates for the purpose of the exercise of the Warrants represented by such Warrant Certificates.

Protection of Trustee. ‌ By way of supplement to the provisions of any law Applicable Law from time to time applicable relating to trusteestrustees and in addition to any other provision of this Indenture for the relief of the Trustee, it is expressly declared and agreed as followsthat: (1a) The the Trustee shall not be liable for or by reason of any representations, statements of fact or recitals in this Indenture or in the Warrant Certificates Debentures (except the representation representations and warranties contained in section 10.10 or by virtue of the certification Section 8.1 and Section 8.11 which are being given by the Trustee of the Warrant Certificatesin its personal capacity) or required to verify the same, but all those such statements or recitals are and shall be deemed to be made by the Corporation.; (2b) Nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the registration (or filing or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto. (3) The Trustee shall not be bound to give notice to any person or persons Person notice of the execution hereof.of this Indenture unless and until an Event of Default and declaration of acceleration has occurred, and the Trustee has determined or become obliged to enforce the same; (4c) The the Trustee shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants or warranties herein contained in this Indenture or of any acts of any director, officer, employee the agents or agent servants of the Corporation; (d) the permissive rights of a Trustee enumerated herein shall not be construed as duties; (e) in addition to and without limiting any other protection of the Trustee hereunder, or otherwise by law, the Corporation indemnifies and saves harmless the Trustee and its officers, directors and employees and agents from and against any and all liabilities, losses, costs, claims, actions, expenses (including legal fees and disbursements on a solicitor and client basis) or demands whatsoever which may be brought against the Trustee or which it may suffer or incur as a result of or arising out of the performance of its duties and obligations under this Indenture including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Trustee contemplated by this Indenture, and including legal fees and disbursements on a solicitor and client basis and costs and expenses incurred in connection with the enforcement of this indemnity, which the Trustee may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Trustee, save only in the event of the gross negligence or reckless disregard in acting or failing to act, or the wilful misconduct, dishonesty or bad faith of the Trustee. It is understood and agreed that this indemnification shall survive the termination or discharge of this Indenture or the resignation or removal of the Trustee; (f) without limiting the generality of (e), the Corporation will indemnify and hold harmless the Trustee and upon written request reimburse the Trustee for the amount of: (i) any taxes levied or imposed and paid by the Trustee as a result of payments made under or with respect to the Debentures, (ii) any liability (including penalties and interest) arising therefrom or with respect thereto paid by the Trustee as a result of payments made under or with respect to the Debentures and (iii) any taxes levied or imposed and paid by the Trustee with respect to reimbursement under clauses (i) and (ii) of this Section 8.10(f), but excluding any taxes on the Trustee’s net income arising from fees for acting as the trustee hereunder or in respect of the Trustee’s capital. (5g) The the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, the right to be indemnified, are extended to, and shall be enforceable by, Alliance Trust Company, and each agent, custodian and other Person employed to act hereunder; (h) in no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether such Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; (i) the Trustee may, in the exercise of all or any of the trusts, powers and discretion vested in it under this Indenture, act by the responsible officers of the Trustee; the Trustee may delegate to any Person the performance of any of the trusts and powers vested in it by this Indenture, and any delegation may be made upon such terms and conditions and subject to such regulations as the Trustee may think to be in the best interest of the Holders; (j) the Trustee shall not be bound to give any notice or to do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it has been required to under the terms hereof nor shall the Trustee be required to take notice or be deemed to have notice or actual knowledge of any default of matter under this Indenture, unless the Trustee shall have received from the Corporation hereunder unless and until notified in writing of or a Holder written notice stating the default (which notice must specify the nature of the default) and, in the absence of that notice, the Trustee may for all purposes hereunder conclusively assume that no default by the Corporation hereunder has occurred. The giving of any notice shall in no way limit the discretion of the Trustee hereunder as to whether any action is required to be taken matter in respect of any default hereunder.which the Trustee should have notice or actual knowledge; and (6k) The the Trustee shall not be accountable with respect to the validity or value (or the kind or amount) of any Shares or Warrants or other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Warrant. (7) The Trustee is not responsible for any failure error made or act done by it resulting from reliance upon the signature of any Person on behalf of the Corporation to make any cash payment or to issue, transfer or deliver Shares or certificates for the same upon the surrender or deemed surrender of any Warrant Certificates for Person on whose signature the purpose of the exercise of the Warrants represented by such Warrant CertificatesTrustee may be called upon to act or refrain from acting under this Indenture.

Protection of Trustee. By way of supplement to the provisions of any law from time to time applicable to trustees, it is expressly declared and agreed as follows: (1) The Trustee shall not be liable for or by reason of any representations, statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in section 10.10 or by virtue of the certification by the Trustee of the Warrant Certificates) or required to verify the same, but all those statements or recitals are and shall be deemed to be made by the Corporation. (2) Nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the registration (or filing or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto. (3) The Trustee shall not be bound to give notice to any person or persons of the execution hereof. (4) The Trustee shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants or warranties herein contained or of any acts of any director, officer, employee or agent of the Corporation. (5) The Trustee shall not be bound to give any notice or to do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it has been required so to do under the terms hereof nor shall the Trustee be required to take notice of any default of the Corporation hereunder unless and until notified in writing of the default (which notice must specify the nature of the default) and, in the absence of that notice, the Trustee may for all purposes hereunder conclusively assume that no default by the Corporation hereunder has occurred. The giving of any notice shall in no way limit the discretion of the Trustee hereunder as to whether any action is required to be taken in respect of any default hereunder. (6) The Trustee shall not be accountable with respect to the validity or value (or the kind or amount) of any Shares or Warrants or other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Warrant. (7) The Trustee is not responsible for any failure of the Corporation to make any cash payment or to issue, transfer or deliver Shares or certificates for the same upon the surrender or deemed surrender of any Warrant Certificates for the purpose of the exercise of the Warrants represented by such Warrant Certificates.

Protection of Trustee. By way 10.1 In the professed execution of supplement to the provisions trusts and powers of this Trust or of any law from time assurance of immovable property upon trust for sale such that the net proceeds of sale are to time applicable to trusteesbe held on this Trust, it is expressly declared and agreed as follows: (1) The the Trustee shall not be liable for any loss arising by reason of any improper investment made in good faith or the retention of any improper investment or any failure to see to the insurance of or preservation of any chattels or the making or revising of any inventory of them or for the negligence or fraud of any agent employed by him (although the employment of such agent was not strictly necessary or expedient) or by reason of any representations, statements of fact other matter or recitals in this Indenture thing whatever except wilful and individual fraud or in wrongdoing on the Warrant Certificates (except the representation contained in section 10.10 or by virtue part of the certification by the Trustee of the Warrant Certificates) or required to verify the same, but all those statements or recitals are and shall be deemed to be made by the CorporationTrustee. (2) Nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the registration (or filing or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto. (3) 10.2 The Trustee shall not be bound or required to give notice to any person interfere in the management or persons conduct of the execution hereof. (4) The affairs or business of any company in respect of which the Trustee shall not incur hold or control the whole or a majority or any liability part of the shares carrying the control of the company or responsibility whatever or other the voting rights of the company and so long as there shall be in any way responsible for the consequence no notice of any breach act of dishonesty or misappropriation of money on the part of the Corporation directors having the management of such company the Trustee shall be at liberty to leave the conduct of its business (including the payment or non-payment of dividends) wholly to such directors. 10.3 Without prejudice to any right under the general law of the Trustee to refuse disclosure of any of document, it is declared the covenants or warranties herein contained or of any acts of any director, officer, employee or agent of the Corporation. (5) The Trustee shall not be bound to give disclose to any notice person any of the following documents that is to say: 10.3.1 any document disclosing any deliberations of the Trustee as to the manner in which the Trustee should exercise any power or any discretion conferred upon the Trustee by this Trust or disclosing the reason for any particular exercise of any such power or any such discretion or the material upon which such reasons shall or might have been based. 10.3.2 any other document relating to the exercise or proposed exercise of any power or any discretion conferred on the Trustee by this Trust. 10.4 Without prejudice the generality of foregoing, the Trustee and its associates shall not incur any liability in respect of any action taken or thing suffered by them in reliance upon any notice, resolution, direction, consent, certificate, affidavit, statement, certificate of stock, plan or reorganization or other paper or document believed to be genuine and to have been passed, sealed or signed by the proper parties provided always that the Trustee and its associates acted in good faith in relying upon the aforesaid documents and further that neither shall be liable for any failure to act if in good faith they or either of them consider such aforesaid documents may not be valid. 10.5 The Trustee and its associates shall not incur any liability to the Settlor and/or beneficiary under this Trust for doing or (as the case may be) failing to do any act or thing which by reason of any provision of any present or future law or regulation made pursuant thereto or of any decree, order or judgement of any court, or by reason of any request, announcement or similar action (whether of binding legal effect or not) which may be taken or made by any person or body acting with or purporting to exercise the authority of any government (whether legally or otherwise) either they or any of them shall be directed or requested to do or take perform or to forbear from doing or performing. 10.6 The Trustee, the manager appointed by the Trustee under this Trust and any act, action associates of either or proceeding by virtue them shall not incur any liability if for any reason it becomes impossible or impracticable to carry out any of the powers conferred provisions of this Trust. 10.7 The Trustee and its associates shall not incur any liability by reason of any error of law or any matter or thing done or suffered or omitted to be done by it or them in good faith under this Trust save in the case of wilful neglect or fraud. The Trustee and its associates shall not be responsible for any misconduct, mistake, oversight, error of judgement, forgetfulness or want of prudence on it hereby unless and until it has been required the part of any banker, accountant, broker, lawyer, agent or other person or of the delegate appointed in accordance with this Trust except in regard to under any matter in which the terms hereof said delegate appointed in accordance with this Trust is acting on behalf of the Trustee with its express authority nor shall the Trustee be required liable for acting on advice or information purported to take notice of any default of be conveyed from such persons in the Corporation hereunder unless and until notified in writing of manner permitted under this Trust even if the default (which notice must specify the nature of the default) and, in same contained an error or was not authentic. 10.8 In the absence of that noticewilful neglect or fraud, the Trustee shall not be responsible for any loss, costs, damages or inconvenience that may result from the exercise or non-exercise of any power or discretion vested in it by this Trust. The Trustee and its associates shall not be liable for all purposes hereunder conclusively assume that no default anything done or suffered by the Corporation hereunder has occurred. The giving Trustee in good faith in accordance with or in pursuance of any notice shall in no way limit the discretion request or advice of the Trustee hereunder as to whether any action is required to be taken manager appointed in respect of any default hereunder. (6) accordance with this Trust. The Trustee shall not be accountable with respect responsible for verifying or checking any valuation of the Trust Fund. 10.9 Any indemnity expressly given to the validity Trustee or value (its associates in this Trust is in addition to and without prejudice to any indemnity allowed by law, provided nevertheless that any provision of this Trust shall be void in so far as it would have the effect of exempting the Trustee or the kind its associates or amount) indemnifying them against any liability for breach of trust or any liability which by virtue of any Shares or Warrants or other securities or property which may at any time be issued or delivered upon the exercise rule of the rights attaching law would otherwise attach to any Warrant. (7) The Trustee is not responsible for any failure of the Corporation to make any cash payment or to issue, transfer or deliver Shares or certificates for the same upon the surrender or deemed surrender them in respect of any Warrant Certificates for the purpose of the exercise of the Warrants represented by such Warrant Certificateswilful neglect and fraud.

Protection of Trustee. By way of supplement to the provisions of any law applicable Law from time to time applicable relating to trusteestrustees and in addition to any other provision of this Indenture for the relief of the Trustee, it is expressly declared and agreed as followsthat: (1a) The the Trustee shall not be liable for or by reason of any representations, statements of fact or recitals in this Indenture or in the Warrant Certificates Debentures (except the representation contained as provided in section 10.10 or by virtue of the certification subsection 2.5(c) and sections 14.11 and 14.13 which are being given by the Trustee of the Warrant Certificatesin its personal capacity) or required to verify the same, but all those such statements or recitals are and shall be deemed to be made by the Corporation.Issuer; (2b) Nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the registration (or filing or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto. (3) The Trustee shall not be bound to give notice to any person or persons Person notice of the execution hereof.of this Indenture unless and until an Event of Default and a declaration of acceleration has occurred, and the Trustee has determined or become obliged to enforce the same; (4c) The the Trustee shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation Issuer of any of the covenants or warranties herein contained in this Indenture or of any acts of any director, officer, employee the agents (mandataries) or agent servants of the Corporation.Issuer; (5d) The the Issuer indemnifies and saves harmless the Trustee and its officers, directors and employees and agents (mandataries) from and against any and all liabilities, losses, costs, claims, actions, expenses (including legal fees and disbursements on a solicitor and client basis) or demands whatsoever which may be brought against the Trustee or which it may suffer or incur as a result of or arising out of the performance of its duties and obligations under this Indenture, including those arising out of or related to actions taken or omitted to be taken by the Trustee contemplated by this Indenture, and including legal fees and disbursements on a full indemnity basis and costs and expenses incurred in connection with the enforcement of this indemnity, which the Trustee may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Trustee, save only in the event of the bad faith, negligence, wilful misconduct or fraud of the Trustee. It is understood and agreed that this indemnification shall survive the termination or discharge of this Indenture or the resignation or removal of the Trustee; (e) without limiting the generality of subsection 14.12(d), the Issuer will indemnify and hold harmless the Trustee and upon written request reimburse the Trustee for the amount of (i) any taxes levied or imposed and paid by the Trustee as a result of payments made under or with respect to the Debentures, (ii) any liability (including penalties and interest) arising therefrom or with respect thereto paid by the Trustee as a result of payments made under or with respect to the Debentures, (iii) any liability (including penalties and interest) arising from a Common Share Interest Payment Election, and (iv) any taxes levied or imposed and paid by the Trustee with respect to reimbursement under paragraphs (a) and (b) above, but excluding any taxes on the Trustee’s net income arising from fees for acting as the trustee hereunder or in respect of the Trustee’s capital; (f) the Trustee shall not be liable by reason of the statements or implications of fact or law contained in or arising out of anything contained in this Indenture or in the Debentures or be required to verify the same, but all statements or implications shall be deemed to have been made by the Issuer only; (g) the Trustee may, in the exercise of all or any of the rights, powers and discretion vested in it under this Indenture, act by the responsible officers of the Trustee; the Trustee may delegate to any Person the performance of any of the authority and powers vested in it by this Indenture, and any delegation may be made upon such terms and conditions and subject to such regulations as the Trustee may think to be in the best interest of the Holders; (h) the Trustee shall not be required to take notice or be deemed to have notice or actual knowledge of any matter under this Indenture, unless the Trustee shall have received from the Issuer or a Holder written notice stating the matter in respect of which the Trustee should have notice or actual knowledge; (i) the Trustee shall not be bound to give act in accordance with any notice direction or to do or take any act, action or proceeding by virtue request of the powers conferred on it hereby unless and Issuer until it an executed copy of the document containing the direction or request has been required delivered to under the terms hereof nor shall Trustee, and the Trustee shall be required fully empowered to take notice of act and shall be fully protected from all liability in acting upon any default of the Corporation hereunder unless document purporting to be a Debenture and until notified in writing of the default (which notice must specify the nature of the default) and, in the absence of that notice, believed by the Trustee may for all purposes hereunder conclusively assume that no default by the Corporation hereunder has occurred. The giving of any notice shall in no way limit the discretion of the Trustee hereunder as to whether any action is required to be taken in respect of any default hereunder.genuine; and (6j) The the Trustee shall not be accountable with respect to the validity or value (or the kind or amount) of any Shares or Warrants or other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Warrant. (7) The Trustee is not responsible for any failure error made or act done by it resulting from reliance upon the signature of any Person on behalf of the Corporation to make any cash payment Issuer or to issue, transfer or deliver Shares or certificates for the same upon the surrender or deemed surrender of any Warrant Certificates for Person on whose signature the purpose of the exercise of the Warrants represented by such Warrant CertificatesTrustee may be called upon to act or refrain from acting under this Indenture.

Protection of Trustee. By way of supplement to the provisions of any law Applicable Law from time to time applicable relating to trusteestrustees and in addition to any other provision of this Indenture for the relief of the Trustee, it is expressly declared and agreed as followsthat: (1a) The the Trustee shall not be liable for or by reason of any representations, statements of fact or recitals in this Indenture or in the Warrant Certificates Debentures (except the representation representations and warranties contained in section 10.10 or by virtue of the certification Section 10.1 and Section 10.13 which are being given by the Trustee of the Warrant Certificatesin its personal capacity) or required to verify the same, but all those such statements or recitals are and shall be deemed to be made by the Corporation.; (2b) Nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the registration (or filing or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto. (3) The Trustee shall not be bound to give notice to any person or persons Person notice of the execution hereof.of this Indenture unless and until an Event of Default and declaration of acceleration has occurred, and the Trustee has determined or become obliged to enforce the same; (4c) The the Trustee shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants or warranties herein contained in this Indenture or of any acts of any director, officer, employee the agents or agent servants of the Corporation; (d) the Corporation indemnifies and saves harmless the Trustee and its officers, directors and employees and agents from and against any and all liabilities, losses, costs, claims, actions, expenses (including legal fees and disbursements on a solicitor and client basis) or demands whatsoever which may be brought against the Trustee or which it may suffer or incur as a result of or arising out of the performance of its duties and obligations under this Indenture including those arising out of or related to actions taken or omitted to be taken by the Trustee contemplated by this Indenture, and including legal fees and disbursements on a solicitor and client basis and costs and expenses incurred in connection with the enforcement of this indemnity, which the Trustee may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Trustee, save only in the event of the gross negligence or reckless disregard in acting or failing to act, or the wilful misconduct, dishonesty or bad faith of the Trustee. It is understood and agreed that this indemnification shall survive the termination or discharge of this Indenture or the resignation or removal of the Trustee; (e) without limiting the generality of (d), the Corporation will indemnify and hold harmless the Trustee and upon written request reimburse the Trustee for the amount of (i) any taxes levied or imposed and paid by the Trustee as a result of payments made under or with respect to the Debentures, (ii) any liability (including penalties and interest) arising therefrom or with respect thereto paid by the Trustee as a result of payments made under or with respect to the Debentures and (iii) any taxes levied or imposed and paid by the Trustee with respect to reimbursement under clauses (i) and (ii) of this Section 10.12(e), but excluding any taxes on the Trustee’s net income arising from fees for acting as the trustee hereunder or in respect of the Trustee’s capital. (5f) The the Trustee may, in the exercise of all or any of the trusts, powers and discretion vested in it under this Indenture, act by the responsible officers of the Trustee; the Trustee may delegate to any Person the performance of any of the trusts and powers vested in it by this Indenture, and any delegation may be made upon such terms and conditions and subject to such regulations as the Trustee may think to be in the best interest of the Holders; (g) the Trustee shall not be required to take notice or be deemed to have notice or actual knowledge of any matter under this Indenture, unless the Trustee shall have received from the Corporation or a Holder written notice stating the matter in respect of which the Trustee should have notice or actual knowledge; (h) the Trustee shall not be bound to give act in accordance with any notice direction or to do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it has been required to under the terms hereof nor shall the Trustee be required to take notice of any default request of the Corporation hereunder unless and until notified in writing an executed copy of the default (which notice must specify document containing the nature of direction or request has been delivered to the default) andTrustee, in the absence of that notice, and the Trustee may for shall be fully empowered to act and shall be fully protected from all purposes hereunder conclusively assume that no default liability in acting upon any document purporting to be a Debenture and believed by the Corporation hereunder has occurred. The giving of any notice shall in no way limit the discretion of the Trustee hereunder as to whether any action is required to be taken in respect of any default hereunder.genuine; and (6i) The the Trustee shall not be accountable with respect to the validity or value (or the kind or amount) of any Shares or Warrants or other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Warrant. (7) The Trustee is not responsible for any failure error made or act done by it resulting from reliance upon the signature of any Person on behalf of the Corporation to make any cash payment or to issue, transfer or deliver Shares or certificates for the same upon the surrender or deemed surrender of any Warrant Certificates for Person on whose signature the purpose of the exercise of the Warrants represented by such Warrant CertificatesTrustee may be called upon to act or refrain from acting under this Indenture.