Common use of Repurchase of Debentures upon a Change of Control Clause in Contracts

Repurchase of Debentures upon a Change of Control. 3.3.1 The Company must commence, within 30 days of the occurrence of a Change of Control, an offer to purchase (the “Offer to Purchase”) for all Debentures then Outstanding. The Offer to Purchase shall be made at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon (if any) (the “Change of Control Purchase Price”) up to but excluding the date of purchase (the “Payment Date”). An Offer to Purchase shall be open for at least 20 Business Days and the Payment Date shall be the Business Day following the expiry of the Offer to Purchase, or such other date as may be appropriate to comply with Applicable Securities Laws. 3.3.2 An Offer to Purchase shall be commenced by the Company mailing said Offer to Purchase to the Indenture Trustee and by the Indenture Trustee mailing a notice to each Debentureholder, which notice and Offer to Purchase shall specify: (i) the covenant contained herein pursuant to which the offer is being made and that all Debentures validly tendered on or before 5:00 p.m. (New York City Time) on the Business Day immediately preceding the Payment Date will be accepted for payment; (ii) the purchase price and the Payment Date; (iii) that any Debenture not tendered will continue to accrue interest pursuant to its terms; (iv) that, unless the Company defaults on the payment of the purchase price, any Debenture accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest and shall be null and void as an obligation of the Company on and after the Payment Date; (v) that Holders electing to have a Debenture purchased pursuant to the Offer to Purchase will be required to surrender the Debenture to the Indenture Trustee at the Corporate Trust Office or such other address specified in the notice prior to the close of business on the Business Day immediately preceding the Payment Date (or, with respect to Book-Entry Only Debentures, by presentation thereof through the Book-Based System); (vi) that Holders will be entitled to withdraw their election if the Indenture Trustee receives, not later than the close of business on the Business Day immediately preceding the Payment Date, a facsimile transmission or letter setting forth the name of such Holder, the principal amount of Debentures delivered for purchase and a statement that such Holder is withdrawing his election to have such Debentures purchased; and (vii) that Holders whose Debentures are being purchased only in part will be issued replacement Debentures equal in principal amount to and as evidence of the same underlying indebtedness as was evidenced by the unpurchased portion of the Debentures surrendered; provided that each Debenture purchased and each replacement Debenture issued shall be in a principal amount of $1,000 or integral multiples thereof. 3.3.3 No later than 10:00 a.m. (New York City Time) on the Business Day preceding the Payment Date and on or before the delivery of the 90% Redemption Right Notice the Company shall deposit with the Indenture Trustee money sufficient to pay the purchase price of all Debentures or portions thereof accepted for repurchase. On the Payment Date, the Company shall (i) accept for payment Debentures or portions thereof tendered pursuant to the Offer to Purchase; and (ii) deliver, or cause to be delivered, to the Indenture Trustee all Debentures or portions thereof so accepted together with an Officer’s Certificate specifying the Debentures or portions thereof accepted for payment by the Company. 3.3.4 The Indenture Trustee shall as soon as practicable mail to the Holders of Debentures so tendering payment in an amount equal to the purchase price, and shall as soon as practicable authenticate and mail to such Holders a replacement Debenture (or, with respect to Book-Entry Only Debentures, by delivery effected through the Book-Based System) equal in principal amount to any unpurchased portion of the Debenture surrendered; provided that each Debenture purchased and each replacement Debenture issued shall be in a principal amount of $1,000 or integral multiples thereof. 3.3.5 The Company will publicly announce the results of an Offer to Purchase as soon as practicable after the Payment Date. 3.3.6 The Company will comply with all Applicable Securities Laws in the event that the Company is required to make an Offer to Purchase in connection with a Change of Control. 3.3.7 If a Change of Control that is a Cash Transaction occurs, the Company shall give written notice to the Indenture Trustee and all Debentureholders at least 20 days prior to the anticipated Effective Date of such Cash Transaction. In that event, each Debentureholder converting any Debenture pursuant to ARTICLE 4 at any time prior to the Effective Date shall be entitled to receive, in addition to the number of Common Shares such Debentureholder would otherwise have been entitled to receive pursuant to ARTICLE 4, an additional number of Common Shares (“Additional Shares”) as set forth below: (a) the number of Additional Shares to which the Debentureholder shall be entitled for every $1,000 of principal amount of the Debentures being converted shall be determined by reference to the table set out in Schedule “C” hereto, based on the Effective Date of the Cash Transaction and the Common Share Price; (b) if the Common Share Price is in excess of $20.00 per Common Share or if the Common Share Price is less than $1.32 per Common Share, no Additional Shares shall be issued upon conversion; (c) if the Common Share Price is between two Common Share Price amounts in the table set out in Schedule “C” or the Effective Date is between two dates in said table, the number of Additional Shares shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Common Share Price amounts and the two dates, as applicable, based on a 365-day year; and (d) the Common Share Prices set forth in the first row of the table in Schedule “C” hereto and set forth in the paragraph (b) above shall be adjusted as of any date on which the Conversion Number is adjusted pursuant to ARTICLE 5. The adjusted Common Share Price shall equal the Common Share Price applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Number immediately prior to the adjustment giving rise to the Common Share Price adjustment and the denominator of which is the Conversion Number as so adjusted. The number of Additional Shares which the Company is obligated to deliver shall be subject to adjustment in the same manner as the Conversion Number as set forth in ARTICLE 5; and the Company shall provide the Indenture Trustee with an Officer’s Certificate calculating the Additional Shares issuable, upon which the Indenture Trustee may rely without investigation, and shall in no way be liable to the Holders or Beneficial Holders or any other Person in so relying. 3.3.8 If 90% or more in aggregate principal amount of Debentures outstanding on the date the Company commences the Offer to Purchase to Holders have been tendered for purchase pursuant to the Offer to Purchase, and not withdrawn, by the expiration thereof, the Company has the right upon written notice containing all of the information to be delivered to the Holders in the notice described in this section provided to the Indenture Trustee within five Business Days following the expiration of the Offer to Purchase (the “90% Redemption Right Notice”), to redeem all, but not less than all, the Debentures remaining outstanding on the expiration of the Offer to Purchase at the Change of Control Purchase Price as at the Payment Date (the “90% Redemption Right”), such purchase to be made at a date (the “Redemption Right Purchase Date”) which shall be no later than five Business Days following such notice to the Trustee. Upon receipt of the 90% Redemption Right Notice that the Company has exercised or is exercising the 90% Redemption Right and is acquiring the remaining Debentures, the Indenture Trustee shall promptly provide written notice to each Holder that did not previously accept the Offer to Purchase that: (A) the Company has exercised the 90% Redemption Right and on the Redemption Right Purchase Date will purchase all outstanding Debentures effective as of the Payment Date at the Change of Control Purchase Price, plus interest on such Debentures to but not including the Redemption Right Purchase Date, and shall include a calculation of the amount payable to such holder as payment of the Change of Control Purchase Price, plus interest, as at the Redemption Right Purchase Date; (B) each such Holder must transfer its Debentures to the Company on the same terms as those holders that accepted the Offer to Purchase and must send all certificates representing the Debentures held or owned by such Holder, duly endorsed for transfer, if Definitive Debenture, to the Indenture Trustee prior to the Redemption Right Purchase Date; and (C) the rights of such Holder under the terms of the Debentures and this Indenture cease to be effective as of the Payment Date and thereafter the Debentures shall not be considered to be Outstanding provided the Company has, on or before the time of notifying the Indenture Trustee of the exercise of the 90% Redemption Right and on or prior to the Payment Date, paid the Change of Control Purchase Price in respect of such Debentures to, or to the order of, the Indenture Trustee and the Holder shall not have any right with respect to the Debentures except to receive such Holder’s Change of Control Purchase Price upon surrender and delivery of such Holder’s Debentures in accordance with the Indenture. If the Company desires to exercise the 90% Redemption Right and have the rights of Holders of all Debentures extinguished as of the Payment Date, it must deposit with the Indenture Trustee on the Business Day prior to the Payment Date funds sufficient to repay principal and accrued interest on all Debentures, which deposit shall be irrevocable unless, following the expiration of the Offer to Purchase, it is determined that less than 90% in aggregate principal amount of Debentures have been tendered, in which case the Trustee shall return to the Company any funds remaining following payment of tendering Debentureholders.

Repurchase of Debentures upon a Change of Control. 3.3.1 The Company must commence, within 30 days of (a) Upon the occurrence of a Change of Control, an each Holder shall have the right to require that the Company purchase all or a portion of such Holder's Debentures in cash pursuant to the offer to purchase described in paragraph (c) of this Section 4.07 (the “Offer to Purchase”) for all Debentures then Outstanding. The Offer to Purchase shall be made "Change of Control Offer"), at a purchase price equal to 100101% of the principal amount thereof, thereof plus accrued and unpaid interest thereon (interest, if any, to the date of purchase. (b) (Prior to the “mailing of the notice referred to below, but in any event within 30 days following the date on which the Company becomes aware that a Change of Control Purchase Price”has occurred, 49 42 if the purchase of the Debentures would violate or constitute a default under any other Indebtedness of the Company, then the Company shall, to the extent needed to permit such purchase of Debentures, either (i) up repay all such Indebtedness and terminate all commitments outstanding thereunder or (ii) obtain the requisite consents, if any, under such Indebtedness to but excluding permit the purchase of the Debentures as provided below. The Company will first comply with the covenant in the preceding sentence before it will be required to make the Change of Control Offer or purchase the Debentures pursuant to the provisions of paragraphs (c) and (d) below. (c) Within 30 days following the date of purchase (the “Payment Date”). An Offer to Purchase shall be open for at least 20 Business Days and the Payment Date shall be the Business Day following the expiry of the Offer to Purchase, or such other date as may be appropriate to comply with Applicable Securities Laws. 3.3.2 An Offer to Purchase shall be commenced by on which the Company mailing said Offer to Purchase to becomes aware that a Change of Control has occurred, the Indenture Trustee and Company shall send, by the Indenture Trustee mailing first-class mail, postage prepaid, a notice to each DebentureholderHolder, which notice and Offer to Purchase shall specify: (i) govern the covenant contained herein pursuant to which terms of the offer is being made and that all Debentures validly tendered on or before 5:00 p.m. (New York City Time) on the Business Day immediately preceding the Payment Date will be accepted for payment; (ii) Change of Control Offer. Such notice shall state, among other things, the purchase price and date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the "Change of Control Payment Date; (iii) that any Debenture not tendered will continue to accrue interest pursuant to its terms; (iv) that, unless the Company defaults on the payment of the purchase price, any Debenture accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest and shall be null and void as an obligation of the Company on and after the Payment Date; (v) that "). Holders electing to have a Debenture any Debentures purchased pursuant to the a Change of Control Offer to Purchase will be required to must surrender the Debenture such Debentures to the Indenture Trustee Transfer Agent and/or Paying Agent for the Debentures at the Corporate Trust Office or such other address addresses specified in the notice prior to the close of business on the Business Day immediately preceding business day prior to the Payment Date (or, with respect to Book-Entry Only Debentures, by presentation thereof through the Book-Based System); (vi) that Holders will be entitled to withdraw their election if the Indenture Trustee receives, not later than the close Change of business on the Business Day immediately preceding the Control Payment Date, a facsimile transmission or letter setting forth the name of such Holder, the principal amount of Debentures delivered for purchase and a statement that such Holder is withdrawing his election to have such Debentures purchased; and (vii) that Holders whose Debentures are being purchased only in part will be issued replacement Debentures equal in principal amount to and as evidence of the same underlying indebtedness as was evidenced by the unpurchased portion of the Debentures surrendered; provided that each Debenture purchased and each replacement Debenture issued shall be in a principal amount of $1,000 or integral multiples thereof. 3.3.3 No later than 10:00 a.m. (New York City Time) on the Business Day preceding the Payment Date and on or before the delivery of the 90% Redemption Right Notice the Company shall deposit with the Indenture Trustee money sufficient to pay the purchase price of all Debentures or portions thereof accepted for repurchase. On the Payment Date, the Company shall (i) accept for payment Debentures or portions thereof tendered pursuant to the Offer to Purchase; and (ii) deliver, or cause to be delivered, to the Indenture Trustee all Debentures or portions thereof so accepted together with an Officer’s Certificate specifying the Debentures or portions thereof accepted for payment by the Company. 3.3.4 The Indenture Trustee shall as soon as practicable mail to the Holders of Debentures so tendering payment in an amount equal to the purchase price, and shall as soon as practicable authenticate and mail to such Holders a replacement Debenture (or, with respect to Book-Entry Only Debentures, by delivery effected through the Book-Based System) equal in principal amount to any unpurchased portion of the Debenture surrendered; provided that each Debenture purchased and each replacement Debenture issued shall be in a principal amount of $1,000 or integral multiples thereof. 3.3.5 The Company will publicly announce the results not be required to make a Change of an Control Offer pursuant to Purchase as soon as practicable after the Payment Datethis covenant if a third party makes a Change of Control Offer in compliance with this Section 4.07 and repurchases all Debentures validly tendered and not withdrawn under such Change of Control Offer. 3.3.6 (d) The Company will comply with all Applicable Securities Laws in the event that requirements of Rule 14e-1 under the Company is required Exchange Act, to make an Offer to Purchase the extent applicable in connection with a Change the purchase of Control. 3.3.7 If Debentures pursuant to a Change of Control Offer. To the extent that is a Cash Transaction occursthe provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company shall give written notice to will comply with the Indenture Trustee applicable securities laws and all Debentureholders at least 20 days prior to the anticipated Effective Date of such Cash Transaction. In that event, each Debentureholder converting any Debenture pursuant to ARTICLE 4 at any time prior to the Effective Date shall be entitled to receive, in addition to the number of Common Shares such Debentureholder would otherwise have been entitled to receive pursuant to ARTICLE 4, an additional number of Common Shares (“Additional Shares”) as set forth below: (a) the number of Additional Shares to which the Debentureholder shall be entitled for every $1,000 of principal amount of the Debentures being converted shall be determined by reference to the table set out in Schedule “C” hereto, based on the Effective Date of the Cash Transaction and the Common Share Price; (b) if the Common Share Price is in excess of $20.00 per Common Share or if the Common Share Price is less than $1.32 per Common Share, no Additional Shares shall be issued upon conversion; (c) if the Common Share Price is between two Common Share Price amounts in the table set out in Schedule “C” or the Effective Date is between two dates in said table, the number of Additional Shares shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Common Share Price amounts and the two dates, as applicable, based on a 365-day year; and (d) the Common Share Prices set forth in the first row of the table in Schedule “C” hereto and set forth in the paragraph (b) above shall be adjusted as of any date on which the Conversion Number is adjusted pursuant to ARTICLE 5. The adjusted Common Share Price shall equal the Common Share Price applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Number immediately prior to the adjustment giving rise to the Common Share Price adjustment and the denominator of which is the Conversion Number as so adjusted. The number of Additional Shares which the Company is obligated to deliver shall be subject to adjustment in the same manner as the Conversion Number as set forth in ARTICLE 5; and the Company shall provide the Indenture Trustee with an Officer’s Certificate calculating the Additional Shares issuable, upon which the Indenture Trustee may rely without investigation, regulations and shall in no way not be liable deemed to the Holders or Beneficial Holders or any other Person in so relying. 3.3.8 If 90% or more in aggregate principal amount of Debentures outstanding on the date the Company commences the Offer to Purchase to Holders have been tendered for purchase pursuant to the Offer to Purchase, and not withdrawn, by the expiration thereof, the Company has the right upon written notice containing all of the information to be delivered to the Holders in the notice breached its obligations described in this section provided to the Indenture Trustee within five Business Days following the expiration of the Offer to Purchase (the “90% Redemption Right Notice”), to redeem all, but not less than all, the Debentures remaining outstanding on the expiration of the Offer to Purchase at the Change of Control Purchase Price as at the Payment Date (the “90% Redemption Right”), such purchase to be made at a date (the “Redemption Right Purchase Date”) which shall be no later than five Business Days following such notice to the Trustee. Upon receipt of the 90% Redemption Right Notice that the Company has exercised or is exercising the 90% Redemption Right and is acquiring the remaining Debentures, the Indenture Trustee shall promptly provide written notice to each Holder that did not previously accept the Offer to Purchase that: (A) the Company has exercised the 90% Redemption Right and on the Redemption Right Purchase Date will purchase all outstanding Debentures effective as of the Payment Date at the Change of Control Purchase Price, plus interest on such Debentures to but not including the Redemption Right Purchase Date, and shall include a calculation of the amount payable to such holder as payment of the Change of Control Purchase Price, plus interest, as at the Redemption Right Purchase Date; (B) each such Holder must transfer its Debentures to the Company on the same terms as those holders that accepted the Offer to Purchase and must send all certificates representing the Debentures held or owned by such Holder, duly endorsed for transfer, if Definitive Debenture, to the Indenture Trustee prior to the Redemption Right Purchase Date; and (C) the rights of such Holder under the terms of the Debentures and this Indenture cease to be effective as of the Payment Date and thereafter the Debentures shall not be considered to be Outstanding provided the Company has, on or before the time of notifying the Indenture Trustee of the exercise of the 90% Redemption Right and on or prior to the Payment Date, paid the Change of Control Purchase Price in respect of such Debentures to, or to the order of, the Indenture Trustee and the Holder shall not have any right with respect to the Debentures except to receive such Holder’s Change of Control Purchase Price upon surrender and delivery of such Holder’s Debentures in accordance with the Indenture. If the Company desires to exercise the 90% Redemption Right and have the rights of Holders of all Debentures extinguished as of the Payment Date, it must deposit with the Indenture Trustee on the Business Day prior to the Payment Date funds sufficient to repay principal and accrued interest on all Debentures, which deposit shall be irrevocable unless, following the expiration of the Offer to Purchase, it is determined that less than 90% in aggregate principal amount of Debentures have been tendered, in which case the Trustee shall return to the Company any funds remaining following payment of tendering Debentureholdersvirtue hereof.

Repurchase of Debentures upon a Change of Control. 3.3.1 (1) The Company Corporation must commence, within 30 45 days of the occurrence of a Change of Control, and consummate an offer to purchase (the “Offer to Purchase”) Purchase for all Debentures then Outstanding. The Offer to Purchase shall be made outstanding, at a purchase price equal to 100101% of the principal amount thereof, plus accrued and unpaid interest thereon (if any) (the “Change of Control Purchase Price”) up to but excluding not including the date of purchase (the “Payment Date”). An Prior to the mailing of the notice to Holders commencing such Offer to Purchase shall be open for at least 20 Business Days and Purchase, but in any event within 45 days following any Change of Control, the Payment Date shall be the Business Day following the expiry Corporation must (i) repay in full all indebtedness of the Corporation that would prohibit the repurchase of the Debentures pursuant to such Offer to Purchase, or (ii) obtain any requisite consents under instruments governing any such other date as may be appropriate indebtedness of the Corporation to permit the repurchase of the Debentures. The Corporation must first comply with Applicable Securities Lawsthe provisions of the immediately preceding sentence before it is required to repurchase Debentures pursuant to this Section 3.08. 3.3.2 (2) An Offer to Purchase shall will be commenced by the Company mailing said Offer to Purchase to the Indenture Trustee and by the Indenture Trustee mailing a notice to the Trustee and each Debentureholder, which notice and Offer to Purchase shall specifyHolder stating: (ia) the covenant contained herein pursuant to which the offer is being made and that all Debentures validly tendered on or before 5:00 p.m. (New York City Time) on the Business Day immediately preceding the Payment Date will be accepted for payment; (iib) the purchase price and the Payment Date; (iiic) that any Debenture not tendered will continue to accrue interest pursuant to its terms; (ivd) that, unless the Company Corporation defaults on in the payment of the purchase price, any Debenture accepted for payment pursuant to the Offer to Purchase shall will cease to accrue interest and shall be null and void as an obligation of the Company on and after the Payment Date; (v) e that Holders electing to have a Debenture purchased pursuant to the Offer to Purchase will be required to surrender the Debenture to the Indenture Trustee Paying Agent at the Corporate Trust Office or such other address specified in the notice prior to the close of business on the Business Day immediately preceding the Payment Date (or, with respect to Book-Entry Only Debentures, by presentation thereof through the Book-Based System)Date; (vif) that Holders will be entitled to withdraw their election if the Indenture Trustee Paying Agent receives, not later than the close of business on the third Business Day immediately preceding the Payment Date, a facsimile transmission or letter setting forth the name of such Holder, the principal amount of Debentures delivered for purchase and a statement that such Holder is withdrawing his its election to have such Debentures purchased; and (viig) that Holders whose Debentures are being purchased only in part will be issued replacement Debentures equal in principal amount to and as evidence of the same underlying indebtedness as was evidenced by the unpurchased portion of the Debentures surrendered; provided that each Debenture purchased and each replacement Debenture issued shall will be in a principal amount of $1,000 or integral multiples thereof, except if interest has been paid in additional Debentures so as to result in Debentures being outstanding in denomination of other than $1,000 or integral multiples thereof in which case Debenture may be purchased and replaced in any denominations. 3.3.3 No later than 10:00 a.m. (New York City Time3) on the Business Day preceding On the Payment Date and on Date, the Corporation will (a) accept for payment Debentures or before the delivery of the 90% Redemption Right Notice the Company shall portions thereof tendered pursuant to an Offer to Purchase; (b) deposit with the Indenture Trustee Paying Agent money sufficient to pay the purchase price of all Debentures or portions thereof accepted for repurchase. On the Payment Date, the Company shall (i) accept for payment Debentures or portions thereof tendered pursuant to the Offer to Purchaseso accepted; and (iic) deliver, or cause to be delivered, to the Indenture Trustee all Debentures or portions thereof so accepted together with an Officer’s a Certificate of the Corporation specifying the Debentures or portions thereof accepted for payment by the CompanyCorporation. 3.3.4 (4) The Indenture Trustee shall Paying Agent will as soon as practicable mail to the Holders of Debentures who have so tendering accepted payment in an amount equal to the purchase price, and shall as soon as practicable the Trustee will promptly authenticate and mail to such Holders a replacement Debenture (or, with respect to Book-Entry Only Debentures, by delivery effected through the Book-Based System) equal in principal amount to any unpurchased portion of the Debenture surrendered; provided that each Debenture purchased and each replacement Debenture issued shall will be in a principal amount of $1,000 or integral multiples thereof, except if interest has been paid in additional Debentures so as to result in Debentures being outstanding in denomination of other than $1,000 or integral multiples thereof in which case Debenture may be purchased and replaced in any denomination. 3.3.5 (5) The Company Corporation will publicly announce the results of an Offer to Purchase as soon as practicable after the Payment Date. 3.3.6 (6) The Company Trustee will act as the Paying Agent for an Offer to Purchase provided that it has been funded and indemnified to its reasonable satisfaction by the Corporation. (7) The Corporation will comply with all Applicable Securities Laws in the event that the Company Corporation is required to make repurchase Debentures pursuant to an Offer to Purchase in connection with a Change of Control. 3.3.7 If a Change of Control that is a Cash Transaction occurs, the Company shall give written notice to the Indenture Trustee and all Debentureholders at least 20 days prior to the anticipated Effective Date of such Cash Transaction. In that event, each Debentureholder converting any Debenture pursuant to ARTICLE 4 at any time prior to the Effective Date shall be entitled to receive, in addition to the number of Common Shares such Debentureholder would otherwise have been entitled to receive pursuant to ARTICLE 4, an additional number of Common Shares (“Additional Shares”) as set forth below: (a) the number of Additional Shares to which the Debentureholder shall be entitled for every $1,000 of principal amount of the Debentures being converted shall be determined by reference to the table set out in Schedule “C” hereto, based on the Effective Date of the Cash Transaction and the Common Share Price; (b) if the Common Share Price is in excess of $20.00 per Common Share or if the Common Share Price is less than $1.32 per Common Share, no Additional Shares shall be issued upon conversion; (c) if the Common Share Price is between two Common Share Price amounts in the table set out in Schedule “C” or the Effective Date is between two dates in said table, the number of Additional Shares shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Common Share Price amounts and the two dates, as applicable, based on a 365-day year; and (d) the Common Share Prices set forth in the first row of the table in Schedule “C” hereto and set forth in the paragraph (b) above shall be adjusted as of any date on which the Conversion Number is adjusted pursuant to ARTICLE 5. The adjusted Common Share Price shall equal the Common Share Price applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Number immediately prior to the adjustment giving rise to the Common Share Price adjustment and the denominator of which is the Conversion Number as so adjusted. The number of Additional Shares which the Company is obligated to deliver shall be subject to adjustment in the same manner as the Conversion Number as set forth in ARTICLE 5; and the Company shall provide the Indenture Trustee with an Officer’s Certificate calculating the Additional Shares issuable, upon which the Indenture Trustee may rely without investigation, and shall in no way be liable to the Holders or Beneficial Holders or any other Person in so relying. 3.3.8 If 90% or more in aggregate principal amount of Debentures outstanding on the date the Company commences the Offer to Purchase to Holders have been tendered for purchase pursuant to the Offer to Purchase, and not withdrawn, by the expiration thereof, the Company has the right upon written notice containing all of the information to be delivered to the Holders in the notice described in this section provided to the Indenture Trustee within five Business Days following the expiration of the Offer to Purchase (the “90% Redemption Right Notice”), to redeem all, but not less than all, the Debentures remaining outstanding on the expiration of the Offer to Purchase at the Change of Control Purchase Price as at the Payment Date (the “90% Redemption Right”), such purchase to be made at a date (the “Redemption Right Purchase Date”) which shall be no later than five Business Days following such notice to the Trustee. Upon receipt of the 90% Redemption Right Notice that the Company has exercised or is exercising the 90% Redemption Right and is acquiring the remaining Debentures, the Indenture Trustee shall promptly provide written notice to each Holder that did not previously accept the Offer to Purchase that: (A) the Company has exercised the 90% Redemption Right and on the Redemption Right Purchase Date will purchase all outstanding Debentures effective as of the Payment Date at the Change of Control Purchase Price, plus interest on such Debentures to but not including the Redemption Right Purchase Date, and shall include a calculation of the amount payable to such holder as payment of the Change of Control Purchase Price, plus interest, as at the Redemption Right Purchase Date; (B) each such Holder must transfer its Debentures to the Company on the same terms as those holders that accepted the Offer to Purchase and must send all certificates representing the Debentures held or owned by such Holder, duly endorsed for transfer, if Definitive Debenture, to the Indenture Trustee prior to the Redemption Right Purchase Date; and (C) the rights of such Holder under the terms of the Debentures and this Indenture cease to be effective as of the Payment Date and thereafter the Debentures shall not be considered to be Outstanding provided the Company has, on or before the time of notifying the Indenture Trustee of the exercise of the 90% Redemption Right and on or prior to the Payment Date, paid the Change of Control Purchase Price in respect of such Debentures to, or to the order of, the Indenture Trustee and the Holder shall not have any right with respect to the Debentures except to receive such Holder’s Change of Control Purchase Price upon surrender and delivery of such Holder’s Debentures in accordance with the Indenture. If the Company desires to exercise the 90% Redemption Right and have the rights of Holders of all Debentures extinguished as of the Payment Date, it must deposit with the Indenture Trustee on the Business Day prior to the Payment Date funds sufficient to repay principal and accrued interest on all Debentures, which deposit shall be irrevocable unless, following the expiration of the Offer to Purchase, it is determined that less than 90% in aggregate principal amount of Debentures have been tendered, in which case the Trustee shall return to the Company any funds remaining following payment of tendering Debentureholders.

Repurchase of Debentures upon a Change of Control. 3.3.1 The Company must commence, within (a) Within 30 days of the occurrence of a Change of Control, an the Corporation shall be obligated to offer to purchase all the Debentures then Outstanding. The terms and conditions of such obligation are set forth as follows: (i) Within 30 days following the occurrence of a Change of Control, the Corporation shall deliver to the Indenture Trustee a notice in writing stating that there has been a Change of Control and specifying the date on which such Change of Control occurred and the circumstances or events giving rise to such Change of Control together with an offer in writing (the “Offer to Purchase”) for to purchase all of the Debentures then Outstanding. The Offer to Purchase shall be made Outstanding from the Holders thereof at a purchase price per Debenture equal to 100101% of the principal amount thereof, plus thereof together with accrued and unpaid interest thereon (if any) (the “Change of Control Purchase Price”) up to but excluding the date of purchase Payment Date (as defined below) (the “Payment DateOffer Price”). An Offer to Purchase shall be open for at least 20 Business Days and The Indenture Trustee will promptly thereafter deliver the Payment Date shall be the Business Day following the expiry of the Offer to Purchase, or such other date as may be appropriate to comply with Applicable Securities Laws. 3.3.2 An Offer to Purchase shall be commenced by the Company mailing said Offer to Purchase to the Indenture Trustee and Holders of all Debentures then Outstanding at their addresses appearing in the registers of Holders maintained by the Indenture Trustee mailing a notice to each Debentureholder, which notice and Trustee. (ii) The Offer to Purchase shall specify: : (iA) the covenant contained herein pursuant to which Offer Price for the offer is being made Debentures; (B) the date (the “Expiry Date”) and that all Debentures validly tendered on or before 5:00 p.m. time (New York City the “Expiry Time”) on the Business Day immediately preceding the Payment Date will be accepted for payment; (ii) the purchase price and the Payment Date; (iii) that any Debenture not tendered will continue to accrue interest pursuant to its terms; (iv) that, unless the Company defaults on the payment of the purchase price, any Debenture accepted for payment pursuant to which the Offer to Purchase shall cease to accrue interest expire, which date and time shall not, unless otherwise required by Applicable Securities Law, be null earlier than the close of business on the 35th day and void as an obligation not later than the close of business on the Company 60th day following the date on and after the Payment Date; (v) that Holders electing to have a Debenture purchased pursuant to which the Offer to Purchase will is delivered or mailed by the Corporation to the Indenture Trustee; (C) that the Offer to Purchase may be required to surrender accepted by the Debenture Debentureholders by tendering the Debentures so held by them to the Indenture Trustee at the Corporate Trust Office or such other address specified in the notice prior to the close Expiry Time together with the acceptance notice (the “Acceptance Notice”) in form and substance acceptable to the Corporation and the Indenture Trustee; (D) that Debentureholders may accept the Offer to Purchase in respect of business on all or a portion (in a minimum amount of $1,000 principal amount and multiples thereof) of their Debentures; (E) a date (the “Payment Date”) no later than the third Business Day immediately preceding following the Payment Expiry Date on which the Corporation shall take up and pay for all the Debentures duly tendered in acceptance of the Offer to Purchase; and (or, with respect to Book-Entry Only Debentures, by presentation thereof through the Book-Based System); (viF) that Holders will be entitled to withdraw their election if the Indenture Trustee receives, not later than the close of business on the Business Day immediately preceding the Payment DateExpiry Time, a facsimile transmission or letter setting forth the name of such Holder, the principal amount of Debentures delivered for purchase and a statement that such Holder is withdrawing his election to have such Debentures purchased; and (vii) that Holders whose Debentures are being purchased only in part will be issued replacement Debentures equal in principal amount to and as evidence of the same underlying indebtedness as was evidenced by the unpurchased portion . If any of the Debentures surrendered; provided that each Debenture purchased and each replacement Debenture issued are in the form of Global Debentures, then the Corporation shall be in a principal amount modify such notice to the extent necessary to accord with the applicable procedures of $1,000 or integral multiples thereofthe Book-Based System relating to the purchase of the Book-Entry Only Debentures. 3.3.3 No later than 10:00 a.m. (New York City Timeiii) on the Business Day preceding the Payment Date and on or before the delivery of the 90% Redemption Right Notice the Company The Corporation shall deposit with the Indenture Trustee by wire transfer one Business Day prior to the Payment Date, an amount of money sufficient to pay the purchase price aggregate Offer Price in respect of all Debentures duly tendered to the Offer to Purchase (less any Taxes required to be withheld or portions thereof accepted for repurchasededucted in accordance with Applicable Law). On the Payment Date, the Company Corporation shall (iA) accept for payment Debentures or portions thereof duly tendered pursuant to the Offer to Purchase; , and (iiB) deliver, or cause to be delivered, to the Indenture Trustee all Debentures or portions thereof so accepted together with an Officer’s Certificate specifying the Debentures or portions thereof accepted for payment by the Company. 3.3.4 Corporation. The Indenture Trustee shall as soon as practicable mail will pay the Offer Price to the Holders of the Debentures so tendering payment in an amount equal the respective amounts to which they are entitled in accordance with the purchase price, and shall as soon as practicable authenticate and mail to such Holders a replacement Debenture (or, with respect to Book-Entry Only Debentures, by delivery effected through the Book-Based System) equal in principal amount to any unpurchased portion of the Debenture surrendered; provided that each Debenture purchased and each replacement Debenture issued shall be in a principal amount of $1,000 or integral multiples thereof. 3.3.5 The Company will publicly announce the results of an Offer to Purchase as soon as practicable after the Payment Dateaforesaid. 3.3.6 The Company will comply with all Applicable Securities Laws in the event that the Company is required to make an Offer to Purchase in connection with a Change of Control. 3.3.7 If a Change of Control that is a Cash Transaction occurs, the Company shall give written notice to the Indenture Trustee and all Debentureholders at least 20 days prior to the anticipated Effective Date of such Cash Transaction. In that event, each Debentureholder converting any Debenture pursuant to ARTICLE 4 at any time prior to the Effective Date shall be entitled to receive, in addition to the number of Common Shares such Debentureholder would otherwise have been entitled to receive pursuant to ARTICLE 4, an additional number of Common Shares (“Additional Shares”) as set forth below: (a) the number of Additional Shares to which the Debentureholder shall be entitled for every $1,000 of principal amount of the Debentures being converted shall be determined by reference to the table set out in Schedule “C” hereto, based on the Effective Date of the Cash Transaction and the Common Share Price; (b) if the Common Share Price is in excess If Holders of $20.00 per Common Share or if the Common Share Price is less than $1.32 per Common Share, no Additional Shares shall be issued upon conversion; (c) if the Common Share Price is between two Common Share Price amounts in the table set out in Schedule “C” or the Effective Date is between two dates in said table, the number of Additional Shares shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Common Share Price amounts and the two dates, as applicable, based on a 365-day year; and (d) the Common Share Prices set forth in the first row of the table in Schedule “C” hereto and set forth in the paragraph (b) above shall be adjusted as of any date on which the Conversion Number is adjusted pursuant to ARTICLE 5. The adjusted Common Share Price shall equal the Common Share Price applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Number immediately prior to the adjustment giving rise to the Common Share Price adjustment and the denominator of which is the Conversion Number as so adjusted. The number of Additional Shares which the Company is obligated to deliver shall be subject to adjustment in the same manner as the Conversion Number as set forth in ARTICLE 5; and the Company shall provide the Indenture Trustee with an Officer’s Certificate calculating the Additional Shares issuable, upon which the Indenture Trustee may rely without investigation, and shall in no way be liable to the Holders or Beneficial Holders or any other Person in so relying. 3.3.8 If 90% or more in of the aggregate principal amount of Debentures outstanding Outstanding on the date the Company commences Corporation delivers the Offer to Purchase to Holders have been tendered for purchase pursuant to the Indenture Trustee accept the Offer to Purchase, and not withdrawn, by the expiration thereof, the Company has Corporation shall have the right upon written notice containing all of the information to be delivered to the Holders in the notice described in this section provided to the Indenture Trustee within five Business Days following the expiration of the Offer to Purchase (the “90% Redemption Right Notice”), to redeem all, but not less than all, the Debentures remaining outstanding on the expiration of the Offer to Purchase at the Change of Control Purchase Price as at the Payment Date (the “90% Redemption Right”), such purchase to be made at a date upon written notice (the “90% Redemption Right Purchase DateNotice”) which shall be no later than five Business Days following such notice provided to the TrusteeIndenture Trustee within 10 days following the Payment Date, to elect to redeem all the Debentures remaining Outstanding at the Offer Price and on the other terms and conditions provided herein. Upon receipt of such notice by the 90% Redemption Right Notice that the Company has exercised or is exercising the 90% Redemption Right and is acquiring the remaining DebenturesIndenture Trustee, the Indenture Trustee shall promptly provide written notice to each Holder of Debentures then Outstanding (other than those that did not previously accept have accepted the Offer to Purchase Purchase) that: (Ai) the Company Corporation has exercised the 90% Redemption Right and on the Redemption Right Purchase Date will purchase is purchasing all outstanding Outstanding Debentures effective as of at the Payment Date at the Change of Control Purchase Offer Price, plus interest on such Debentures to but not including the Redemption Right Purchase Date, and shall include a calculation of the amount payable to such holder as payment of the Change of Control Purchase Price, plus interest, as at the Redemption Right Purchase Date; (Bii) each such Holder must transfer surrender its Debentures to the Company on the same terms as those holders that accepted the Offer to Purchase and must send all certificates representing the Debentures held or owned by such Holder, duly endorsed for transfer, if Definitive Debenture, to the Indenture Trustee prior to within 10 days after the Redemption Right Purchase Datesending of such notice; and (Ciii) the rights of such Holder under the terms of the Debentures and this Indenture shall cease to be effective as of the Payment Date and thereafter the Debentures shall not be considered to be Outstanding provided the Company Corporation has, on or before the time of notifying date on which the Indenture Trustee of the exercise of Corporation delivers the 90% Redemption Right and on or prior Notice to the Payment DateIndenture Trustee, paid the Change of Control Purchase aggregate Offer Price (less any Taxes required to be withheld or deducted in respect of such Debentures accordance with Applicable Law) to, or to the order of, the Indenture Trustee and the thereafter such Holder’s Debentures shall not be considered to be Outstanding and such Holder shall not have any right with respect to the Debentures rights hereunder except to receive such Holder’s Change of Control Purchase Offer Price to which such Holder is entitled upon surrender and delivery of such Holder’s Debentures in accordance with the Indenture. If The Corporation shall, on the Company desires Business Day immediately prior to exercise the date the Corporation delivers the 90% Redemption Right and have Notice, pay to the rights Indenture Trustee by wire transfer or such other means as may be acceptable to the Indenture Trustee, an amount of Holders money sufficient to pay the aggregate Offer Price in respect of all Debentures extinguished as to be redeemed pursuant to the 90% Redemption Right (less any Taxes required to be withheld or deducted in accordance with Applicable Law). The Indenture Trustee, on behalf of the Payment DateCorporation, it must will pay the Offer Price to the Holders of Debentures in the respective amounts to which they are entitled in accordance with the exercise of the 90% Redemption Right as aforesaid upon surrender and delivery of such Holders’ Debentures. (c) The Debentures in respect of which the Corporation has made payment to the Indenture Trustee in accordance with the terms of sections 3.9(a) and 3.9(b) (or the portion thereof tendered in acceptance of the Offer to Purchase) shall thereafter no longer be considered to be Outstanding under this Indenture. The Corporation shall also deposit with the Indenture Trustee on the Business Day prior to the Payment Date funds a sum of money sufficient to repay principal pay any charges or expenses which may be incurred by the Indenture Trustee in connection with the Offer to Purchase and accrued interest on all Debentures, the exercise of the 90% Redemption Right if applicable. All Debentures in respect of which deposit payment of the Offer Price has been so made shall be irrevocable unless, following cancelled by the expiration Indenture Trustee. (d) In the event only a portion of the principal amount of a Debenture is tendered by a Holder thereof in acceptance of the Offer to Purchase, it is determined that less than 90% in aggregate the Corporation shall execute and deliver to the Indenture Trustee and the Indenture Trustee shall certify and deliver to the Holder, without charge to such Holder, a certificate representing the principal amount of the Debenture not so tendered in acceptance of the Offer to Purchase. (e) The following provisions shall apply in respect of the occurrence of a Cash Change of Control: (i) In the event of the occurrence of a Cash Change of Control, for purposes of the conversion of Debentures have been tenderedpursuant to this Indenture, the Conversion Price in which case effect during the Trustee shall return period (the “Cash Change of Control Conversion Period”) beginning on the 10th Trading Day prior to the Company any funds remaining effective date of the Change of Control (the “Effective Date”) and ending at the close of business on the 30th day after the date on which the Offer to Purchase in respect of the Cash Change of Control is delivered or mailed to the Indenture Trustee in accordance with section 3.9 (the “Cash Change of Control Conversion Price”) shall be calculated in accordance with the following payment formula: CCOCCP = OCP/(1+(CP x (c/t))) where: CCOCCP is the Cash Change of tendering Debentureholders.Control Conversion Price; OCP = is the Conversion Price in effect on the Effective Date; CP = 35.3%;

Repurchase of Debentures upon a Change of Control. 3.3.1 3.9.1 The Company must commence, within 30 days of the occurrence of a Change of Control, an offer to purchase (the “Offer to Purchase”) for all Debentures then Outstanding. The Offer to Purchase shall be made at a purchase price equal to 100101% of the principal amount thereof, plus accrued and unpaid interest thereon (if any) (the “Change of Control Purchase Price”) up to but excluding the date of purchase (the “Payment Date”). An Offer to Purchase shall be open for at least 20 Business Days 30 days and the Payment Date shall be the Business Day 30th day following the expiry mailing of the Offer to Purchase, or such other date as may be appropriate Purchase to comply with Applicable Securities Lawsthe Indenture Trustee. 3.3.2 3.9.2 An Offer to Purchase shall be commenced by the Company mailing said Offer to Purchase to the Indenture Trustee and by the Indenture Trustee mailing a notice to each Debentureholder, which notice and Offer to Purchase shall specify: (i) the covenant contained herein pursuant to which the offer is being made and that all Debentures validly tendered on or before 5:00 p.m. (New York City Time) on the Business Day immediately preceding the Payment Date will be accepted for payment; (ii) the purchase price and the Payment Date; (iii) that any Debenture not tendered will continue to accrue interest pursuant to its terms; (iv) that, unless the Company defaults on the payment of the purchase price, any Debenture accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest and shall be null and void as an obligation of the Company on and after the Payment Date; (v) that Holders electing to have a Debenture purchased pursuant to the Offer to Purchase will be required to surrender the Debenture to the Indenture Trustee Paying Agent at the Corporate Trust Office or such other address specified in the notice prior to the close of business on the Business Day immediately preceding the Payment Date (or, with respect to Book-Entry Only Debentures, by presentation thereof through the Book-Based System)Date; (vi) that Holders will be entitled to withdraw their election if the Indenture Trustee Paying Agent receives, not later than the close of business on the third Business Day immediately preceding the Payment Date, a facsimile transmission or letter setting forth the name of such Holder, the principal amount of Debentures delivered for purchase and a statement that such Holder is withdrawing his election to have such Debentures purchased; and (vii) that Holders whose Debentures are being purchased only in part will be issued replacement Debentures equal in principal amount to and as evidence of the same underlying indebtedness as was evidenced by the unpurchased portion of the Debentures surrendered; provided that each Debenture purchased and each replacement Debenture issued shall be in a principal amount of $1,000 or integral multiples thereof. 3.3.3 No later than 10:00 a.m. (New York City Time) on the Business Day preceding the Payment Date and on or before the delivery of the 90% Redemption Right Notice the Company shall deposit with the Indenture Trustee money sufficient to pay the purchase price of all Debentures or portions thereof accepted for repurchase. 3.9.3 On the Payment Date, the Company shall (i) accept for payment Debentures or portions thereof tendered pursuant to the Offer to Purchase; (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Debentures or portions thereof so accepted; and (iiiii) deliver, or cause to be delivered, to the Indenture Trustee all Debentures or portions thereof so accepted together with an Officer’s Officers’ Certificate specifying the Debentures or portions thereof accepted for payment by the Company. 3.3.4 3.9.4 The Indenture Trustee Paying Agent shall as soon as practicable mail to the Holders of Debentures who have so tendering accepted payment in an amount equal to the purchase price, and the Indenture Trustee shall as soon as practicable promptly authenticate and mail to such Holders a replacement Debenture (or, with respect to Book-Entry Only Debentures, by delivery effected through the Book-Based System) equal in principal amount to any unpurchased portion of the Debenture surrendered; provided that each Debenture purchased and each replacement Debenture issued shall be in a principal amount of $1,000 or integral multiples thereof. 3.3.5 3.9.5 The Company will publicly announce the results of an Offer to Purchase as soon as practicable after the Payment Date. 3.3.6 3.9.6 The Indenture Trustee shall act as the Paying Agent in connection with an Offer to Purchase. 3.9.7 The Company will comply with all Applicable Securities Laws in the event that the Company is required to make repurchase the Debentures pursuant to an Offer to Purchase in connection with a Change of Control. 3.3.7 3.9.8 If a Change of Control that is a Cash Transaction occurs, the Company shall give written notice to the Indenture Trustee and all Debentureholders at least 20 days prior to the anticipated Effective Date of such Cash Transaction. In that event, each Debentureholder converting any Debenture pursuant to ARTICLE article 4 at any time anytime prior to the Effective Date shall be entitled to receive, in addition to the number of Common Shares such Debentureholder would otherwise have been entitled to receive pursuant to ARTICLE article 4, an additional number of Common Shares (“Additional Shares”) as set forth below: (a) the number of Additional Shares to which the Debentureholder shall be entitled for every $1,000 100 of principal amount of the Debentures being converted shall be determined by reference to the table set out in Schedule “CF” hereto, based on the Effective Date of the Cash Transaction and the Common Share Price; (b) if the Common Share Price is equal to or in excess of $20.00 25.00 per Common Share or if the Common Share Price is less than $1.32 3.96 per Common Share, no Additional Shares shall be issued upon conversion; (c) if the Common Share Price is between two Common Share Price amounts in the table set out in Schedule “CF” or the Effective Date is between two dates in said table, the number of Additional Shares shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Common Share Price amounts and the two dates, as applicable, based on a 365-day year; and; (d) the Common Share Prices set forth in the first row of the table in Schedule “CF” hereto and set forth in the paragraph (b) above shall be adjusted as of any date on which the Conversion Number is adjusted pursuant to ARTICLE 5article 6. The adjusted Common Share Price shall equal the Common Share Price applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Number immediately prior to the adjustment giving rise to the Common Share Price adjustment and the denominator of which is the Conversion Number as so adjusted. The number of Company's obligation to deliver Additional Shares which the Company is obligated to deliver shall be subject to adjustment in the same manner as the Conversion Number as set forth in ARTICLE 5article 6; and the Company shall provide the Indenture Trustee with an Officer’s Certificate calculating the Additional Shares issuable, upon which the Indenture Trustee may rely without investigation, and shall in no way be liable to the Holders or Beneficial Holders or any other Person in so relyingrely. 3.3.8 If 90% or more in aggregate principal amount of Debentures outstanding on the date the Company commences the Offer to Purchase to Holders have been tendered for purchase pursuant to the Offer to Purchase, and not withdrawn, by the expiration thereof, the Company has the right upon written notice containing all of the information to be delivered to the Holders in the notice described in this section provided to the Indenture Trustee within five Business Days following the expiration of the Offer to Purchase (the “90% Redemption Right Notice”), to redeem all, but not less than all, the Debentures remaining outstanding on the expiration of the Offer to Purchase at the Change of Control Purchase Price as at the Payment Date (the “90% Redemption Right”), such purchase to be made at a date (the “Redemption Right Purchase Date”) which shall be no later than five Business Days following such notice to the Trustee. Upon receipt of the 90% Redemption Right Notice that the Company has exercised or is exercising the 90% Redemption Right and is acquiring the remaining Debentures, the Indenture Trustee shall promptly provide written notice to each Holder that did not previously accept the Offer to Purchase that: (A) the Company has exercised the 90% Redemption Right and on the Redemption Right Purchase Date will purchase all outstanding Debentures effective as of the Payment Date at the Change of Control Purchase Price, plus interest on such Debentures to but not including the Redemption Right Purchase Date, and shall include a calculation of the amount payable to such holder as payment of the Change of Control Purchase Price, plus interest, as at the Redemption Right Purchase Date; (B) each such Holder must transfer its Debentures to the Company on the same terms as those holders that accepted the Offer to Purchase and must send all certificates representing the Debentures held or owned by such Holder, duly endorsed for transfer, if Definitive Debenture, to the Indenture Trustee prior to the Redemption Right Purchase Date; and (C) the rights of such Holder under the terms of the Debentures and this Indenture cease to be effective as of the Payment Date and thereafter the Debentures shall not be considered to be Outstanding provided the Company has, on or before the time of notifying the Indenture Trustee of the exercise of the 90% Redemption Right and on or prior to the Payment Date, paid the Change of Control Purchase Price in respect of such Debentures to, or to the order of, the Indenture Trustee and the Holder shall not have any right with respect to the Debentures except to receive such Holder’s Change of Control Purchase Price upon surrender and delivery of such Holder’s Debentures in accordance with the Indenture. If the Company desires to exercise the 90% Redemption Right and have the rights of Holders of all Debentures extinguished as of the Payment Date, it must deposit with the Indenture Trustee on the Business Day prior to the Payment Date funds sufficient to repay principal and accrued interest on all Debentures, which deposit shall be irrevocable unless, following the expiration of the Offer to Purchase, it is determined that less than 90% in aggregate principal amount of Debentures have been tendered, in which case the Trustee shall return to the Company any funds remaining following payment of tendering Debentureholders.

Repurchase of Debentures upon a Change of Control. 3.3.1 The Company must commence, within (a) Within 30 days of the occurrence of a Change of Control, an the Corporation shall be obligated to offer to purchase all the Debentures then Outstanding. The terms and condition of such obligation are set forth as follows: (i) Within 30 days following the occurrence of a Change of Control, the Corporation shall deliver to the Indenture Trustee a notice in writing stating that there has been a Change of Control and specifying the date on which such Change of Control occurred and the circumstances or events giving rise to such Change of Control together with an offer in writing (the “Offer to Purchase”) for to purchase all of the Debentures then Outstanding. The Offer to Purchase shall be made Outstanding from the Holders thereof at a purchase price per Debenture equal to 100101% of the principal amount thereof, plus thereof together with accrued and unpaid interest thereon (if any) (the “Change of Control Purchase Price”) up to but excluding the date of purchase Payment Date (as defined below) (the “Payment DateOffer Price”). An Offer to Purchase shall be open for at least 20 Business Days and The Indenture Trustee will promptly thereafter deliver the Payment Date shall be the Business Day following the expiry of the Offer to Purchase, or such other date as may be appropriate to comply with Applicable Securities Laws. 3.3.2 An Offer to Purchase shall be commenced by the Company mailing said Offer to Purchase to the Indenture Trustee and Holders of all Debentures then Outstanding at their addresses appearing in the registers of Holders maintained by the Indenture Trustee mailing a notice to each Debentureholder, which notice and Trustee. (ii) The Offer to Purchase shall specify: : (iA) the covenant contained herein pursuant to which Offer Price for the offer is being made Debentures; (B) the date (the “Expiry Date”) and that all Debentures validly tendered on or before 5:00 p.m. time (New York City the “Expiry Time”) on the Business Day immediately preceding the Payment Date will be accepted for payment; (ii) the purchase price and the Payment Date; (iii) that any Debenture not tendered will continue to accrue interest pursuant to its terms; (iv) that, unless the Company defaults on the payment of the purchase price, any Debenture accepted for payment pursuant to which the Offer to Purchase shall cease to accrue interest expire, which date and time shall not, unless otherwise required by Applicable Securities Law, be null earlier than the close of business on the 35th day and void as an obligation not later than the close of business on the Company 60th day following the date on and after the Payment Date; (v) that Holders electing to have a Debenture purchased pursuant to which the Offer to Purchase will is delivered or mailed by the Corporation to the Indenture Trustee; (C) that the Offer to Purchase may be required to surrender accepted by the Debenture Debentureholders by tendering the Debentures so held by them to the Indenture Trustee at the Corporate Trust Office or such other address specified in the notice prior to the close Expiry Time together with the acceptance notice (the “Acceptance Notice”) in form and substance acceptable to the Corporation and the Indenture Trustee; (D) that Debentureholders may accept the Offer to Purchase in respect of business on all or a portion (in a minimum amount of $1,000 principal amount and multiples thereof) of their Debentures; (E) a date (the “Payment Date”) no later than the third Business Day immediately preceding following the Payment Expiry Date on which the Corporation shall take up and pay for all the Debentures duly tendered in acceptance of the Offer to Purchase; and (or, with respect to Book-Entry Only Debentures, by presentation thereof through the Book-Based System); (viF) that Holders will be entitled to withdraw their election if the Indenture Trustee receives, not later than the close of business on the Business Day immediately preceding the Payment DateExpiry Time, a facsimile transmission or letter setting forth the name of such Holder, the principal amount of Debentures delivered for purchase and a statement that such Holder is withdrawing his election to have such Debentures purchased; and (vii) that Holders whose Debentures are being purchased only in part will be issued replacement Debentures equal in principal amount to and as evidence of the same underlying indebtedness as was evidenced by the unpurchased portion . If any of the Debentures surrendered; provided that each Debenture purchased and each replacement Debenture issued are in the form of Global Debentures, then the Corporation shall be in a principal amount modify such notice to the extent necessary to accord with the applicable procedures at the Book-Based System relating to the purchase of $1,000 or integral multiples thereofthe Book-Entry Only Debentures. 3.3.3 No later than 10:00 a.m. (New York City Timeiii) on the Business Day preceding the Payment Date and on or before the delivery of the 90% Redemption Right Notice the Company The Corporation shall deposit with the Indenture Trustee one Business Day prior to the Payment Date, an amount of money sufficient to pay the purchase price aggregate Offer Price in respect of all Debentures duly tendered to the Offer to Purchase (less any Taxes required to be withheld or portions thereof accepted for repurchasededucted in accordance with Applicable Law). On the Payment Date, the Company Corporation shall (iA) accept for payment Debentures or portions thereof duly tendered pursuant to the Offer to Purchase; , and (iiB) deliver, or cause to be delivered, to the Indenture Trustee all Debentures or portions thereof so accepted together with an Officerofficer’s Certificate certificate specifying the Debentures or portions thereof accepted for payment by the Company. 3.3.4 Corporation. The Indenture Trustee shall as soon as practicable mail will pay the Offer Price to the Holders of the Debentures so tendering payment in an amount equal the respective amounts to which they are entitled in accordance with the purchase price, and shall as soon as practicable authenticate and mail to such Holders a replacement Debenture (or, with respect to Book-Entry Only Debentures, by delivery effected through the Book-Based System) equal in principal amount to any unpurchased portion of the Debenture surrendered; provided that each Debenture purchased and each replacement Debenture issued shall be in a principal amount of $1,000 or integral multiples thereof. 3.3.5 The Company will publicly announce the results of an Offer to Purchase as soon as practicable after the Payment Dateaforesaid. 3.3.6 The Company will comply with all Applicable Securities Laws in the event that the Company is required to make an Offer to Purchase in connection with a Change of Control. 3.3.7 If a Change of Control that is a Cash Transaction occurs, the Company shall give written notice to the Indenture Trustee and all Debentureholders at least 20 days prior to the anticipated Effective Date of such Cash Transaction. In that event, each Debentureholder converting any Debenture pursuant to ARTICLE 4 at any time prior to the Effective Date shall be entitled to receive, in addition to the number of Common Shares such Debentureholder would otherwise have been entitled to receive pursuant to ARTICLE 4, an additional number of Common Shares (“Additional Shares”) as set forth below: (a) the number of Additional Shares to which the Debentureholder shall be entitled for every $1,000 of principal amount of the Debentures being converted shall be determined by reference to the table set out in Schedule “C” hereto, based on the Effective Date of the Cash Transaction and the Common Share Price; (b) if the Common Share Price is in excess If holders of $20.00 per Common Share or if the Common Share Price is less than $1.32 per Common Share, no Additional Shares shall be issued upon conversion; (c) if the Common Share Price is between two Common Share Price amounts in the table set out in Schedule “C” or the Effective Date is between two dates in said table, the number of Additional Shares shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Common Share Price amounts and the two dates, as applicable, based on a 365-day year; and (d) the Common Share Prices set forth in the first row of the table in Schedule “C” hereto and set forth in the paragraph (b) above shall be adjusted as of any date on which the Conversion Number is adjusted pursuant to ARTICLE 5. The adjusted Common Share Price shall equal the Common Share Price applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Number immediately prior to the adjustment giving rise to the Common Share Price adjustment and the denominator of which is the Conversion Number as so adjusted. The number of Additional Shares which the Company is obligated to deliver shall be subject to adjustment in the same manner as the Conversion Number as set forth in ARTICLE 5; and the Company shall provide the Indenture Trustee with an Officer’s Certificate calculating the Additional Shares issuable, upon which the Indenture Trustee may rely without investigation, and shall in no way be liable to the Holders or Beneficial Holders or any other Person in so relying. 3.3.8 If 90% or more in of the aggregate principal amount of Debentures outstanding Outstanding on the date the Company commences Corporation delivers the Offer to Purchase to Holders have been tendered for purchase pursuant to the Trustee accept the Offer to Purchase, and not withdrawn, by the expiration thereof, the Company has Corporation shall have the right upon written notice containing all of the information to be delivered to the Holders in the notice described in this section provided to the Indenture Trustee within five Business Days following the expiration of the Offer to Purchase (the “90% Redemption Right Notice”), to redeem all, but not less than all, the Debentures remaining outstanding on the expiration of the Offer to Purchase at the Change of Control Purchase Price as at the Payment Date (the “90% Redemption Right”), such purchase to be made at a date upon written notice (the “90% Redemption Right Purchase DateNotice”) which shall be no later than five Business Days following such notice provided to the TrusteeTrustee within 10 days following the Payment Date, to elect to redeem all the Debentures remaining Outstanding at the Offer Price and on the other terms and conditions provided herein. Upon receipt of such notice by the 90% Redemption Right Notice that the Company has exercised or is exercising the 90% Redemption Right and is acquiring the remaining DebenturesIndenture Trustee, the Indenture Trustee shall promptly provide written notice to each Holder of Debentures then Outstanding (other than those that did not previously accept have accepted the Offer to Purchase Purchase) that: (Ai) the Company Corporation has exercised the 90% Redemption Right and on the Redemption Right Purchase Date will purchase is purchasing all outstanding Outstanding Debentures effective as of at the Payment Date at the Change of Control Purchase Offer Price, plus interest on such Debentures to but not including the Redemption Right Purchase Date, and shall include a calculation of the amount payable to such holder as payment of the Change of Control Purchase Price, plus interest, as at the Redemption Right Purchase Date; (Bii) each such Holder must transfer surrender its Debentures to the Company on the same terms as those holders that accepted the Offer to Purchase and must send all certificates representing the Debentures held or owned by such Holder, duly endorsed for transfer, if Definitive Debenture, to the Indenture Trustee prior to within 10 days after the Redemption Right Purchase Datesending of such notice; and (Ciii) the rights of such Holder under the terms of the Debentures and this Indenture shall cease to be effective as of the Payment Date and thereafter the Debentures shall not be considered to be Outstanding provided the Company Corporation has, on or before the time of notifying date on which the Indenture Trustee of the exercise of Corporation delivers the 90% Redemption Right and on or prior Notice to the Payment DateIndenture Trustee, paid the Change of Control Purchase aggregate Offer Price in respect of such Debentures to, or to the order of, the Indenture Trustee and the thereafter such Holder’s Debentures shall not be considered to be Outstanding and such Holder shall not have any right with respect to the Debentures rights hereunder except to receive such Holder’s Change of Control Purchase Offer Price to which such Holder is entitled upon surrender and delivery of such Holder’s Debentures in accordance with the Indenture. If The Corporation shall, on the Company desires Business Day immediately prior to exercise the date the Corporation delivers the 90% Redemption Right and have Notice, pay to the rights Indenture Trustee by wire transfer or such other means as may be acceptable to the Indenture Trustee, an amount of Holders money sufficient to pay the aggregate Offer Price in respect of all Debentures extinguished as to be redeemed pursuant to the 90% Redemption Right (less any Taxes required to be withheld or deducted in accordance with Applicable Law). The Indenture Trustee, on behalf of the Payment DateCorporation, it must will pay the Offer Price to the Holders of Debentures in the respective amounts to which they are entitled in accordance with the exercise of the 90% Redemption Right as aforesaid upon surrender and delivery of such Holders’ Debentures. (c) The Debentures in respect of which the Corporation has made payment to the Indenture Trustee in accordance with the terms of sections 3.9(a) and 3.9(b) (or the portion thereof tendered in acceptance of the Offer to Purchase) shall thereafter no longer be considered to be Outstanding under this Indenture. The Corporation shall also deposit with the Indenture Trustee on the Business Day prior to the Payment Date funds a sum of money sufficient to repay principal pay any charges or expenses which may be incurred by the Indenture Trustee in connection with the Offer to Purchase and accrued interest on all Debentures, the exercise of the 90% Redemption Right if applicable. All Debentures in respect of which deposit payment of the Offer Price has been so made shall be irrevocable unless, following cancelled by the expiration Indenture Trustee. (d) In the event only a portion of the principal amount of a Debenture is tendered by a Holder thereof in acceptance of the Offer to Purchase, it is determined that less than 90% in aggregate the Corporation shall execute and deliver to the Indenture Trustee and the Indenture Trustee shall certify and deliver to the Holder, without charge to such holder, a certificate representing the principal amount of the Debenture not so tendered in acceptance of the Debenture Offer. (e) The following provisions shall apply in respect of the occurrence of a Cash Change of Control: (i) In the event of the occurrence of a Cash Change of Control, for purposes of the conversion of Debentures have been tenderedpursuant to this Indenture, the Conversion Price in which case effect during the Trustee shall return period (the “Cash Change of Control Conversion Period”) beginning on the 10th day prior to the Company any funds remaining effective date of the Change of Control (the “Effective Date”) and ending at the close of business on the 30th day after the date on which the Offer to Purchase in respect of the Cash Change of Control is delivered or mailed to the Indenture Trustee in accordance with section 3.9 (the “Cash Change of Control Conversion Price”) shall be calculated in accordance with the following payment formula: CCOCCP = OCP/(1+(CP x (c/t))) where: CCOCCP is the Cash Change of tendering Debentureholders.Control Conversion Price; OCP = is the Conversion Price in effect on the Effective Date; CP = 39.4%;

Repurchase of Debentures upon a Change of Control. 3.3.1 The Company must commence, within 30 days of the occurrence of a Change of Control, an offer to purchase (the “Offer to Purchase”) for all Debentures then Outstanding. The Offer to Purchase shall be made at a purchase price equal to 100101% of the principal amount thereof, plus accrued and unpaid interest thereon (if any) (the “Change of Control Purchase Price”) up to but excluding the date of purchase (the “Payment Date”). An Offer to Purchase shall be open for at least 20 Business Days and the Payment Date shall be the Business Day following the expiry of the Offer to Purchase, or such other date as may be appropriate to comply with Applicable Securities Laws. 3.3.2 An Offer to Purchase shall be commenced by the Company mailing said Offer to Purchase to the Indenture Trustee and by the Indenture Trustee mailing a notice to each Debentureholder, which notice and Offer to Purchase shall specify: (i) the covenant contained herein pursuant to which the offer is being made and that all Debentures validly tendered on or before 5:00 p.m. (New York City Eastern Standard Time) on the Business Day immediately preceding the Payment Date will be accepted for payment; (ii) the purchase price and the Payment Date; (iii) that any Debenture not tendered will continue to accrue interest pursuant to its terms; (iv) that, unless the Company defaults on the payment of the purchase price, any Debenture accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest and shall be null and void as an obligation of the Company on and after the Payment Date; (v) that Holders electing to have a Debenture purchased pursuant to the Offer to Purchase will be required to surrender the Debenture to the Indenture Trustee at the Corporate Trust Office or such other address specified in the notice prior to the close of business on the Business Day immediately preceding the Payment Date (or, with respect to Book-Entry Only Debentures, by presentation thereof through the Book-Based System)Date; (vi) that Holders will be entitled to withdraw their election if the Indenture Trustee receives, not later than the close of business on the Business Day immediately preceding the Payment Date, a facsimile transmission or letter setting forth the name of such Holder, the principal amount of Debentures delivered for purchase and a statement that such Holder is withdrawing his election to have such Debentures purchased; and (vii) that Holders whose Debentures are being purchased only in part will be issued replacement Debentures equal in principal amount to and as evidence of the same underlying indebtedness as was evidenced by the unpurchased portion of the Debentures surrendered; provided that each Debenture purchased and each replacement Debenture issued shall be in a principal amount of $1,000 or integral multiples thereof. 3.3.3 No later than 10:00 a.m. (New York City Eastern Standard Time) on the Business Day preceding the Payment Date and on or before the delivery of the 90% Redemption Right Notice the Company shall deposit with the Indenture Trustee money sufficient to pay the purchase price of all Debentures or portions thereof accepted for repurchase. On the Payment Date, the Company shall (i) accept for payment Debentures or portions thereof tendered pursuant to the Offer to Purchase; and (ii) deliver, or cause to be delivered, to the Indenture Trustee all Debentures or portions thereof so accepted together with an Officer’s Certificate specifying the Debentures or portions thereof accepted for payment by the Company. 3.3.4 The Indenture Trustee shall as soon as practicable mail to the Holders of Debentures who have so tendering accepted payment in an amount equal to the purchase price, and shall as soon as practicable authenticate and mail to such Holders a replacement Debenture (or, with respect to Book-Entry Only Debentures, by delivery effected through the Book-Based System) equal in principal amount to any unpurchased portion of the Debenture surrendered; provided that each Debenture purchased and each replacement Debenture issued shall be in a principal amount of $1,000 or integral multiples thereof. 3.3.5 The Company will publicly announce the results of an Offer to Purchase as soon as practicable after the Payment Date. 3.3.6 The Company will comply with all Applicable Securities Laws in the event that the Company is required to make an Offer to Purchase in connection with a Change of Control. 3.3.7 If a Change of Control that is a Cash Transaction occurs, the Company shall give written notice to the Indenture Trustee and all Debentureholders at least 20 days prior to the anticipated Effective Date of such Cash Transaction. In that event, each Debentureholder converting any Debenture pursuant to ARTICLE Article 4 at any time anytime prior to the Effective Date shall be entitled to receive, in addition to the number of Common Shares such Debentureholder would otherwise have been entitled to receive pursuant to ARTICLE Article 4, an additional number of Common Shares (“Additional Shares”) as set forth below: (a) the number of Additional Shares to which the Debentureholder shall be entitled for every $1,000 of principal amount of the Debentures being converted shall be determined by reference to the table set out in Schedule “CD” hereto, based on the Effective Date of the Cash Transaction and the Common Share Price; (b) if the Common Share Price is in excess of $20.00 25.00 per Common Share or if the Common Share Price is less than $1.32 3.82 per Common Share, no Additional Shares shall be issued upon conversion; (c) if the Common Share Price is between two Common Share Price amounts in the table set out in Schedule “CD” or the Effective Date is between two dates in said table, the number of Additional Shares shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Common Share Price amounts and the two dates, as applicable, based on a 365-day year; and (d) the Common Share Prices set forth in the first row of the table in Schedule “CD” hereto and set forth in the paragraph (b) above shall be adjusted as of any date on which the Conversion Number is adjusted pursuant to ARTICLE 5Article 6. The adjusted Common Share Price shall equal the Common Share Price applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Number immediately prior to the adjustment giving rise to the Common Share Price adjustment and the denominator of which is the Conversion Number as so adjusted. The number of Additional Shares which the Company is obligated to deliver shall be subject to adjustment in the same manner as the Conversion Number as set forth in ARTICLE 5Article 6; and the Company shall provide the Indenture Trustee with an Officer’s Certificate calculating the Additional Shares issuable, upon which the Indenture Trustee may rely without investigation, and shall in no way be liable to the Holders or Beneficial Holders or any other Person in so relying. 3.3.8 If 90% or more in aggregate principal amount of Debentures outstanding on the date the Company commences the Offer to Purchase to Holders have been tendered for purchase pursuant to the Offer to Purchase, and not withdrawn, by the expiration thereof, the Company has the right upon written notice containing all of the information to be delivered to the Holders in the notice described in this section provided to the Indenture Trustee within five Business Days following the expiration of the Offer to Purchase (the “90% Redemption Right Notice”), to redeem all, but not less than all, the Debentures remaining outstanding on the expiration of the Offer to Purchase at the Change of Control Purchase Price as at the Payment Date (the “90% Redemption Right”), such purchase to be made at a date (the “Redemption Right Purchase Date”) which shall be no later than five Business Days following such notice to the Trustee. Upon receipt of the 90% Redemption Right Notice that the Company has exercised or is exercising the 90% Redemption Right and is acquiring the remaining Debentures, the Indenture Trustee shall promptly provide written notice to each Holder that did not previously accept the Offer to Purchase that: (A) the Company has exercised the 90% Redemption Right and on the Redemption Right Purchase Date will purchase all outstanding Debentures effective as of the Payment Date at the Change of Control Purchase Price, plus interest on such Debentures to but not including the Redemption Right Purchase Date, and shall include a calculation of the amount payable to such holder as payment of the Change of Control Purchase Price, plus interest, as at the Redemption Right Purchase Date; (B) each such Holder must transfer its Debentures to the Company on the same terms as those holders that accepted the Offer to Purchase and must send all certificates representing the Debentures held or owned by such Holder, duly endorsed for transfer, if Definitive Debenture, to the Indenture Trustee prior to the Redemption Right Purchase Date; and (C) the rights of such Holder under the terms of the Debentures and this Indenture cease to be effective as of the Payment Date and thereafter the Debentures shall not be considered to be Outstanding provided the Company has, on or before the time of notifying the Indenture Trustee of the exercise of the 90% Redemption Right and on or prior to the Payment Date, paid the Change of Control Purchase Price in respect of such Debentures to, or to the order of, the Indenture Trustee and the Holder shall not have any right with respect to the Debentures except to receive such Holder’s Change of Control Purchase Price upon surrender and delivery of such Holder’s Debentures in accordance with the Indenture. If the Company desires to exercise the 90% Redemption Right and have the rights of Holders of all Debentures extinguished as of the Payment Date, it must deposit with the Indenture Trustee on the Business Day prior to the Payment Date funds sufficient to repay principal and accrued interest on all Debentures, which deposit shall be irrevocable unless, following the expiration of the Offer to Purchase, it is determined that less than 90% in aggregate principal amount of Debentures have been tendered, in which case the Trustee shall return to the Company any funds remaining following payment of tendering Debentureholders.

Repurchase of Debentures upon a Change of Control. 3.3.1 (1) The Company Corporation must commence, within 30 45 days of the occurrence of a Change of Control, and consummate an offer to purchase (the “Offer to Purchase”) Purchase for all Debentures then Outstanding. The Offer to Purchase shall be made outstanding, at a purchase price equal to 100101% of the principal amount thereof, plus accrued and unpaid interest thereon (if any) (the “Change of Control Purchase Price”) up to but excluding not including the date of purchase (the “Payment Date”). An Prior to the mailing of the notice to Holders commencing such Offer to Purchase shall be open for at least 20 Business Days and Purchase, but in any event within 45 days following any Change of Control, the Payment Date shall be the Business Day following the expiry Corporation must (i) repay in full all indebtedness of the Corporation that would prohibit the repurchase of the Debentures pursuant to such Offer to Purchase, or (ii) obtain any requisite consents under instruments governing any such other date as may be appropriate indebtedness of the Corporation to permit the repurchase of the Debentures. The Corporation must first comply with Applicable Securities Lawsthe provisions of the immediately preceding sentence before it is required to repurchase Debentures pursuant to this Section 3.08. 3.3.2 (2) An Offer to Purchase shall will be commenced by the Company mailing said Offer to Purchase to the Indenture Trustee and by the Indenture Trustee mailing a notice to the Trustee and each Debentureholder, which notice and Offer to Purchase shall specifyHolder stating: (ia) the covenant contained herein pursuant to which the offer is being made and that all Debentures validly tendered on or before 5:00 p.m. (New York City Time) on the Business Day immediately preceding the Payment Date will be accepted for payment; (iib) the purchase price and the Payment Date; (iiic) that any Debenture not tendered will continue to accrue interest pursuant to its terms; (ivd) that, unless the Company Corporation defaults on in the payment of the purchase price, any Debenture accepted for payment pursuant to the Offer to Purchase shall will cease to accrue interest and shall be null and void as an obligation of the Company on and after the Payment Date; (v) e that Holders electing to have a Debenture purchased pursuant to the Offer to Purchase will be required to surrender the Debenture to the Indenture Trustee Paying Agent at the Corporate Trust Office or such other address specified in the notice prior to the close of business on the Business Day immediately preceding the Payment Date (or, with respect to Book-Entry Only Debentures, by presentation thereof through the Book-Based System)Date; (vif) that Holders will be entitled to withdraw their election if the Indenture Trustee Paying Agent receives, not later than the close of business on the third Business Day immediately preceding the Payment Date, a facsimile transmission or letter setting forth the name of such Holder, the principal amount of Debentures delivered for purchase and a statement that such Holder Hxxxxx is withdrawing his its election to have such Debentures purchased; and (viig) that Holders whose Debentures are being purchased only in part will be issued replacement Debentures equal in principal amount to and as evidence of the same underlying indebtedness as was evidenced by the unpurchased portion of the Debentures surrendered; provided that each Debenture purchased and each replacement Debenture issued shall will be in a principal amount of $1,000 or integral multiples thereof, except if interest has been paid in additional Debentures so as to result in Debentures being outstanding in denomination of other than $1,000 or integral multiples thereof in which case Debenture may be purchased and replaced in any denominations. 3.3.3 No later than 10:00 a.m. (New York City Time3) on the Business Day preceding On the Payment Date and on Date, the Corporation will (a) accept for payment Debentures or before the delivery of the 90% Redemption Right Notice the Company shall portions thereof tendered pursuant to an Offer to Purchase; (b) deposit with the Indenture Trustee Paying Agent money sufficient to pay the purchase price of all Debentures or portions thereof accepted for repurchase. On the Payment Date, the Company shall (i) accept for payment Debentures or portions thereof tendered pursuant to the Offer to Purchaseso accepted; and (iic) deliver, or cause to be delivered, to the Indenture Trustee all Debentures or portions thereof so accepted together with an Officer’s a Certificate of the Corporation specifying the Debentures or portions thereof accepted for payment by the CompanyCorporation. 3.3.4 (4) The Indenture Trustee shall Paying Agent will as soon as practicable mail to the Holders of Debentures who have so tendering accepted payment in an amount equal to the purchase price, and shall as soon as practicable the Trustee will promptly authenticate and mail to such Holders a replacement Debenture (or, with respect to Book-Entry Only Debentures, by delivery effected through the Book-Based System) equal in principal amount to any unpurchased portion of the Debenture surrendered; provided that each Debenture purchased and each replacement Debenture issued shall will be in a principal amount of $1,000 or integral multiples thereof, except if interest has been paid in additional Debentures so as to result in Debentures being outstanding in denomination of other than $1,000 or integral multiples thereof in which case Debenture may be purchased and replaced in any denomination. 3.3.5 (5) The Company Corporation will publicly announce the results of an Offer to Purchase as soon as practicable after the Payment Date. 3.3.6 (6) The Company Trustee will act as the Paying Agent for an Offer to Purchase provided that it has been funded and indemnified to its reasonable satisfaction by the Corporation. (7) The Corporation will comply with all Applicable Securities Laws in the event that the Company Corporation is required to make repurchase Debentures pursuant to an Offer to Purchase in connection with a Change of Control. 3.3.7 If a Change of Control that is a Cash Transaction occurs, the Company shall give written notice to the Indenture Trustee and all Debentureholders at least 20 days prior to the anticipated Effective Date of such Cash Transaction. In that event, each Debentureholder converting any Debenture pursuant to ARTICLE 4 at any time prior to the Effective Date shall be entitled to receive, in addition to the number of Common Shares such Debentureholder would otherwise have been entitled to receive pursuant to ARTICLE 4, an additional number of Common Shares (“Additional Shares”) as set forth below: (a) the number of Additional Shares to which the Debentureholder shall be entitled for every $1,000 of principal amount of the Debentures being converted shall be determined by reference to the table set out in Schedule “C” hereto, based on the Effective Date of the Cash Transaction and the Common Share Price; (b) if the Common Share Price is in excess of $20.00 per Common Share or if the Common Share Price is less than $1.32 per Common Share, no Additional Shares shall be issued upon conversion; (c) if the Common Share Price is between two Common Share Price amounts in the table set out in Schedule “C” or the Effective Date is between two dates in said table, the number of Additional Shares shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Common Share Price amounts and the two dates, as applicable, based on a 365-day year; and (d) the Common Share Prices set forth in the first row of the table in Schedule “C” hereto and set forth in the paragraph (b) above shall be adjusted as of any date on which the Conversion Number is adjusted pursuant to ARTICLE 5. The adjusted Common Share Price shall equal the Common Share Price applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Number immediately prior to the adjustment giving rise to the Common Share Price adjustment and the denominator of which is the Conversion Number as so adjusted. The number of Additional Shares which the Company is obligated to deliver shall be subject to adjustment in the same manner as the Conversion Number as set forth in ARTICLE 5; and the Company shall provide the Indenture Trustee with an Officer’s Certificate calculating the Additional Shares issuable, upon which the Indenture Trustee may rely without investigation, and shall in no way be liable to the Holders or Beneficial Holders or any other Person in so relying. 3.3.8 If 90% or more in aggregate principal amount of Debentures outstanding on the date the Company commences the Offer to Purchase to Holders have been tendered for purchase pursuant to the Offer to Purchase, and not withdrawn, by the expiration thereof, the Company has the right upon written notice containing all of the information to be delivered to the Holders in the notice described in this section provided to the Indenture Trustee within five Business Days following the expiration of the Offer to Purchase (the “90% Redemption Right Notice”), to redeem all, but not less than all, the Debentures remaining outstanding on the expiration of the Offer to Purchase at the Change of Control Purchase Price as at the Payment Date (the “90% Redemption Right”), such purchase to be made at a date (the “Redemption Right Purchase Date”) which shall be no later than five Business Days following such notice to the Trustee. Upon receipt of the 90% Redemption Right Notice that the Company has exercised or is exercising the 90% Redemption Right and is acquiring the remaining Debentures, the Indenture Trustee shall promptly provide written notice to each Holder that did not previously accept the Offer to Purchase that: (A) the Company has exercised the 90% Redemption Right and on the Redemption Right Purchase Date will purchase all outstanding Debentures effective as of the Payment Date at the Change of Control Purchase Price, plus interest on such Debentures to but not including the Redemption Right Purchase Date, and shall include a calculation of the amount payable to such holder as payment of the Change of Control Purchase Price, plus interest, as at the Redemption Right Purchase Date; (B) each such Holder must transfer its Debentures to the Company on the same terms as those holders that accepted the Offer to Purchase and must send all certificates representing the Debentures held or owned by such Holder, duly endorsed for transfer, if Definitive Debenture, to the Indenture Trustee prior to the Redemption Right Purchase Date; and (C) the rights of such Holder under the terms of the Debentures and this Indenture cease to be effective as of the Payment Date and thereafter the Debentures shall not be considered to be Outstanding provided the Company has, on or before the time of notifying the Indenture Trustee of the exercise of the 90% Redemption Right and on or prior to the Payment Date, paid the Change of Control Purchase Price in respect of such Debentures to, or to the order of, the Indenture Trustee and the Holder shall not have any right with respect to the Debentures except to receive such Holder’s Change of Control Purchase Price upon surrender and delivery of such Holder’s Debentures in accordance with the Indenture. If the Company desires to exercise the 90% Redemption Right and have the rights of Holders of all Debentures extinguished as of the Payment Date, it must deposit with the Indenture Trustee on the Business Day prior to the Payment Date funds sufficient to repay principal and accrued interest on all Debentures, which deposit shall be irrevocable unless, following the expiration of the Offer to Purchase, it is determined that less than 90% in aggregate principal amount of Debentures have been tendered, in which case the Trustee shall return to the Company any funds remaining following payment of tendering Debentureholders.