Common use of Right to Repay Principal Amount in Common Shares at Maturity Clause in Contracts

Right to Repay Principal Amount in Common Shares at Maturity. 6.2.1 The Company may, at its option and subject to receiving all applicable regulatory approvals, elect to satisfy its obligation to repay on the Maturity Date the principal (but not accrued interest, which shall be paid in cash) amount of all, but not less than all, of the Debentures by delivering to the Holders and the Indenture Trustee not less than 40 days and not more than 60 days prior to the Maturity Date a maturity notice in the form of Schedule “B2” (the “Maturity Notice”) and, on the Maturity Date, by issuing and delivering to Holders that number of fully paid and non-assessable Freely Tradable Common Shares obtained by dividing each $1,000 principal amount of Debentures by 95% of the Current Market Price on the Maturity Date (the “Share Repayment Right”). 6.2.2 Notwithstanding the foregoing, the Company shall not issue any Common Shares pursuant to this section 6.2 if the issuance of such Common Shares, when combined with the aggregate number of Common Shares contemplated to be issued pursuant to the Share Repayment Right and any Common Shares issued upon conversion of the Debentures prior to the date of Maturity and any Additional Shares issued or to be issued pursuant to Section 3.3.7, would exceed 19.99% of the issued and outstanding Common Shares as of the date of this Indenture (the “Exchange Cap”), except that such limitation shall not apply if the Company obtains (i) additional listing approval for the Common Shares to be so issued, if required, from the NYSE MKT, the TSX and/or any other relevant Recognized Stock Exchange, as applicable, and (ii) consent for the issuance of such Common Shares from the Holders of not less than a majority of the aggregate principal amount of the Debentures Outstanding at the time such consent is solicited. 6.2.3 If the Company exercises the Share Repayment Right and the issuance of Common Shares is limited by the Exchange Cap under subsection 6.2.2, the Company shall pay in cash to the Holders the difference between the aggregate principal amount of the Outstanding Debentures as of the Maturity Date and the value of Common Shares to be issued pursuant to the exercise of the Share Repayment Right (calculated by the Company by multiplying the number of Common Shares to be issued by 95% of the Current Market Price of the Common Shares on the Maturity Date). 6.2.4 The Company shall be required to provide the Maturity Notice only if it elects to exercise the Share Repayment Right. 6.2.5 The Company’s right to exercise the Share Repayment Right shall be conditional upon the following conditions being met on the Business Day immediately preceding the Maturity Date: (a) the Common Shares to be issued on exercise of the Share Repayment Right shall be issued from treasury of the Company and be fully paid and non-assessable; (b) such additional Common Shares shall be listed or quoted on each Recognized Stock Exchange and shall be Freely Tradable; (c) the Company shall be a reporting issuer or equivalent in good standing or equivalent under Applicable Securities Laws in the United States and Provinces of Canada in which the Company is a reporting issuer on Maturity; (d) no Event of Default shall have occurred and be continuing; (e) the Indenture Trustee shall have received an Officer’s Certificate stating that conditions (a), (b), (c) and (d) above have been satisfied and setting forth the number of Common Shares to be delivered for each $1,000 principal amount of Debentures, the Current Market Price of Common Shares on the Maturity Date and, if applicable, the amount of cash to be paid to Holders under section 6.2.3 above; and (f) the receipt by the Indenture Trustee of an Opinion of Counsel to the Company, to the effect that such Common Shares have been duly authorized and, when issued and delivered pursuant to the terms of this Indenture in payment of the principal amount of the Debentures outstanding, will be validly issued as fully paid and non-assessable. If the foregoing conditions are not satisfied by the close of business on the Business Day preceding the Maturity Date, the Company shall pay in cash 100% of the principal amount of the Debentures that would otherwise have been satisfied by issuing Common Shares pursuant to the Share Repayment Right, unless the Holder waives the conditions which are not satisfied or extends the time by which the Company is to satisfy such conditions. 6.2.6 In the event that the Company exercises its Share Repayment Right, the Company shall (i) on the Maturity Date cause the registrar and transfer agent for its Common Shares to deliver to and on account of the Holders certificates representing the Freely Tradable Common Shares to which such Holders are entitled, with a written notice to the Indenture Trustee confirming the same, and (ii) on the Business Day immediately preceding the Maturity Date deliver to the Indenture Trustee for delivery to and on account of the Holders a wire transfer of funds representing all of the accrued and unpaid interest up to but excluding the Maturity Date and any other funds payable to the Holders pursuant to subsections 6.2.3 and 6.2.7, as the case may be. Any payment made by the Indenture Trustee pursuant to this subsection 6.2.6 shall be made on the next succeeding Business Day after receipt of such wire transfer. Upon presentation and surrender of the Debentures by a Holder for payment at Maturity at the Corporate Trust Office or any other place specified in the Maturity Notice, the Company shall cause to be delivered the certificates representing such Common Shares or beneficial interest therein and the Indenture Trustee shall deliver the cheque representing all the accrued and unpaid interest and the cash equivalent representing the value of fractional shares, if any. 6.2.7 No fractional Common Shares shall be delivered upon the exercise of the Share Repayment Right but, in lieu thereof, if such a fraction shall become owing, the Company shall pay to the Indenture Trustee for the account of the Holders, at the time contemplated in subsection 6.2.6, the cash equivalent thereof determined on the basis of the Current Market Price of the Common Shares on the Maturity Date, as certified to the Indenture Trustee in an Officer’s Certificate. 6.2.8 A Holder shall be treated as the shareholder of record of the Common Shares issued on due exercise by the Company of its Share Repayment Right effective immediately after the close of business on the Maturity Date, and shall be entitled to all substitutions therefor, all income earned thereon or accretions thereto and all dividends or distributions (including stock dividends and dividends or distributions in kind) thereon and arising thereafter, and in the event that the Indenture Trustee receives the same, it shall return the same to the Company for distribution to such Holder. 6.2.9 The Company shall at all times reserve and keep available out of its authorized Common Shares (if the number thereof is or becomes limited) for the purpose of issue and delivery upon the exercise of the Share Repayment Right as provided herein, and shall issue to Holders to whom Common Shares will be issued pursuant to the exercise of the Share Repayment Right, such number of Common Shares as shall be issuable in such event. 6.2.10 The Company shall comply with all Applicable Securities Laws regulating the issue and delivery of Freely Tradable Common Shares upon exercise of the Share Repayment Right, shall use its commercially reasonable efforts to obtain any regulatory approval in respect thereof as may be required pursuant to Applicable Securities Laws and shall use its commercially reasonable efforts to cause to be listed and posted for trading such Common Shares on each Recognized Stock Exchange specified in subclause (a) of such definition.

Right to Repay Principal Amount in Common Shares at Maturity. 6.2.1 5.2.1 The Company may, at its option and subject to receiving all applicable regulatory approvals, elect to satisfy its obligation to repay on the Maturity Date the principal (but not accrued interest, which shall be paid in cash) amount of all, but not less than all, of the Debentures by delivering to the Holders and the Indenture Trustee not less than 40 days and not more than 60 days prior to the Maturity Date a maturity notice in the form of Schedule “B2” (the “Maturity Notice”) and, on the Maturity Date, by issuing and delivering to Holders that number of fully paid and non-assessable Freely Tradable Common Shares obtained by dividing each $1,000 principal amount of Debentures by 95% of the Current Market Price of the Common Shares on the Maturity Date (the “Share Repayment Right”). 6.2.2 5.2.2 Notwithstanding the foregoing, the Company shall not issue any Common Shares pursuant to this section 6.2 5.2 if the issuance of such Common Shares, when combined with the aggregate number of Common Shares contemplated to be issued pursuant to the Share Repayment Right and any Common Shares issued upon conversion of the Debentures prior to the date of Maturity and any Additional Shares issued or to be issued pursuant to Section 3.3.7Maturity, would exceed 19.99% of the issued and outstanding Common Shares as of the date of this Indenture (the “Exchange Cap”), except that such limitation shall not apply if the Company obtains (i) additional listing approval for the Common Shares to be so issued, if required, from the NYSE MKTAMEX, the TSX and/or any other relevant Recognized Stock Exchange, as applicable, and (ii) consent for the issuance of such Common Shares from the Holders of not less than a majority of the aggregate principal amount of the Debentures Outstanding at the time such consent is solicited. 6.2.3 5.2.3 If the Company exercises the Share Repayment Right and the issuance of Common Shares is limited by the Exchange Cap under subsection 6.2.2section 5.2.2, the Company shall pay in cash to the Holders the difference between the aggregate principal amount of the Outstanding Debentures as of the Maturity Date and the value of Common Shares to be issued pursuant to the exercise of the Share Repayment Right (calculated by the Company by multiplying the number of Common Shares to be issued by 95% of the Current Market Price of the Common Shares on the Maturity Date). 6.2.4 5.2.4 The Company shall be required to provide the Maturity Notice only if it elects to exercise the Share Repayment Right. 6.2.5 5.2.5 The Company’s right to exercise the Share Repayment Right shall be conditional upon the following conditions being met on the Business Day immediately preceding the Maturity Date: (a) the Common Shares to be issued on exercise of the Share Repayment Right shall be issued from treasury of the Company and shall be Freely Tradable and fully paid and non-assessable; (b) such additional Common Shares shall be listed or quoted on each Recognized Stock Exchange and shall be Freely TradableExchange; (c) the Company shall be a reporting issuer or equivalent in good standing or equivalent under Applicable Securities Laws in the United States and Provinces of Canada in which the Company is a reporting issuer on Maturity; (d) no Event of Default shall have occurred and be continuing; (e) the Indenture Trustee shall have received an Officer’s Certificate stating that conditions (a), (b), (c) and (d) above have been satisfied and setting forth the number of Common Shares to be delivered for each $1,000 principal amount of Debentures, the Current Market Price of Common Shares on the Maturity Date and, if applicable, the amount of cash to be paid to Holders under section 6.2.3 5.2.3 above; and (f) the receipt by the Indenture Trustee of an Opinion of Counsel to the Company, to the effect that such Common Shares have been duly authorized and, when issued and delivered pursuant to the terms of this Indenture in payment of the principal amount of the Debentures outstanding, will be validly issued as fully paid and non-assessable. If the foregoing conditions are not satisfied by the close of business on the Business Day preceding the Maturity Date, the Company shall pay in cash 100% of the principal amount of the Debentures that would otherwise have been satisfied by issuing Common Shares pursuant to the Share Repayment Right, unless the Holder Debentureholder waives the conditions which are not satisfied or extends the time by which the Company is to satisfy such conditions. 6.2.6 5.2.6 In the event that the Company exercises its Share Repayment Right, the Company shall (i) on the Maturity Date (i) cause the registrar and transfer agent for its Common Shares to deliver to and on account of the Holders certificates representing the Freely Tradable Common Shares to which such Holders are entitled, with a written notice to the Indenture Trustee confirming the same, and (ii) on the Business Day immediately preceding the Maturity Date deliver to the Indenture Trustee for delivery to and on account of the Holders a wire transfer of funds representing all of the accrued and unpaid interest up to but excluding the Maturity Date and any other funds payable to the Holders pursuant to subsections 6.2.3 5.2.3 and 6.2.75.2.7, as the case may be. Any payment made by the Indenture Trustee pursuant to this subsection 6.2.6 shall be made on the next succeeding Business Day after receipt of such wire transfer. Upon presentation and surrender of the Debentures by a Holder for payment at Maturity at the Corporate Trust Office or any other place specified in the Maturity Notice, the Company shall cause to be delivered the certificates representing such Common Shares or beneficial interest therein and the Indenture Trustee shall deliver the cheque representing all the accrued and unpaid interest and the cash equivalent representing the value of fractional shares, if any. 6.2.7 5.2.7 No fractional Common Shares shall be delivered upon the exercise of the Share Repayment Right but, in lieu thereof, if such a fraction shall become owing, the Company shall pay to the Indenture Trustee for the account of the Holders, at the time contemplated in subsection 6.2.65.2.6, the cash equivalent thereof determined on the basis of the Current Market Price of the Common Shares on the Maturity Date, as certified to the Indenture Trustee in an Officer’s Certificate. 6.2.8 5.2.8 A Holder shall be treated as the shareholder of record of the Common Shares issued on due exercise by the Company of its Share Repayment Right effective immediately after the close of business on the Maturity Date, and shall be entitled to all substitutions therefor, all income earned thereon or accretions thereto and all dividends or distributions (including stock dividends and dividends or distributions in kind) thereon and arising thereafter, and in the event that the Indenture Trustee receives the same, it shall return hold the same to under gratuitous deposit for the Company for distribution to benefit of such Holder. 6.2.9 5.2.9 The Company shall at all times reserve and keep available out of its authorized Common Shares (if the number thereof is or becomes limited) for the purpose of issue and delivery upon the exercise of the Share Repayment Right as provided herein, and shall issue to Holders Debentureholders to whom Common Shares will be issued pursuant to the exercise of the Share Repayment Right, such number of Common Shares as shall be issuable in such event. 6.2.10 5.2.10 The Company shall comply with all Applicable Securities Laws regulating the issue and delivery of Freely Tradable Common Shares upon exercise of the Share Repayment Right, shall use its commercially reasonable efforts to obtain any regulatory approval in respect thereof as may be required pursuant to Applicable Securities Laws and shall use its commercially reasonable efforts to cause to be listed and posted for trading such Common Shares on each Recognized Stock Exchange specified in subclause (a) of such definitionExchange.

Right to Repay Principal Amount in Common Shares at Maturity. 6.2.1 5.2.1 The Company may, at its option and subject to receiving all applicable regulatory approvals, elect to satisfy its obligation to repay on the Maturity Date the principal (but not accrued interest, which shall be paid in cash) amount of all, but not less than all, of the Debentures by delivering to the Holders and the Indenture Trustee not less than 40 days and not more than 60 days prior to the Maturity Date a maturity notice in the form of Schedule “B2C 2” (the “Maturity Notice”) and, on the Maturity Date, for each $1,000 principal amount of Debentures, by issuing and delivering to Holders that number of Freely Tradeable, fully paid and non-assessable Freely Tradable Common Shares obtained by dividing each $1,000 principal amount of Debentures by 95% of the Current Market Price of the Common Shares on the Maturity Date (the “Share Repayment Right”). 6.2.2 Notwithstanding the foregoing, the Company shall not issue any Common Shares pursuant to this section 6.2 if the issuance of such Common Shares, when combined with the aggregate number of Common Shares contemplated to be issued pursuant to the Share Repayment Right and any Common Shares issued upon conversion of the Debentures prior to the date of Maturity and any Additional Shares issued or to be issued pursuant to Section 3.3.7, would exceed 19.99% of the issued and outstanding Common Shares as of the date of this Indenture (the “Exchange Cap”), except that such limitation shall not apply if the Company obtains (i) additional listing approval for the Common Shares to be so issued, if required, from the NYSE MKT, the TSX and/or any other relevant Recognized Stock Exchange, as applicable, and (ii) consent for the issuance of such Common Shares from the Holders of not less than a majority of the aggregate principal amount of the Debentures Outstanding at the time such consent is solicited. 6.2.3 If the Company exercises the Share Repayment Right and the issuance of Common Shares is limited by the Exchange Cap under subsection 6.2.2, the Company shall pay in cash to the Holders the difference between the aggregate principal amount of the Outstanding Debentures as of the Maturity Date and the value of Common Shares to be issued pursuant to the exercise of the Share Repayment Right (calculated by the Company by multiplying the number of Common Shares to be issued by 95% of the Current Market Price of the Common Shares on the Maturity Date). 6.2.4 5.2.2 The Company shall be required to provide the Maturity Notice only if it elects to exercise the Share Repayment Right. 6.2.5 5.2.3 The Company’s right to exercise the Share Repayment Right shall be conditional upon the following conditions being met on the Business Day immediately preceding the Maturity Date: (a) the Common Shares to be issued on exercise of the Share Repayment Right shall be issued from treasury of the Company and shall be Freely Tradeable and fully paid and non-assessable; (b) the listing or quoting of such additional Common Shares shall be listed or quoted on each Recognized Stock Exchange and shall be Freely TradableExchange; (c) the Company shall be being a reporting issuer or equivalent in good standing or equivalent under Applicable Securities Laws in the United States and Provinces of Canada in which the Company is a reporting issuer on Maturity; (d) no Event of Default shall have occurred and be continuing; (e) the receipt by the Indenture Trustee shall have received of an Officer’s Officers’ Certificate stating that conditions (a), (b), (c) and (d) above have been satisfied and setting forth the number of Common Shares to be delivered for each $1,000 principal amount of Debentures, Debentures and the Current Market Price of Common Shares on the Maturity Date and, if applicable, the amount of cash to be paid to Holders under section 6.2.3 aboveDate; and (f) the receipt by the Indenture Trustee of an Opinion of Counsel to the Company, to the effect that such Common Shares have been duly authorized and, when issued and delivered pursuant to the terms of this Indenture in payment of the principal amount of the Debentures outstanding, will be validly issued as fully paid and non-assessable, that conditions (a) and (b) above have been satisfied and that, relying exclusively on certificates of good standing issued by the relevant securities regulatory authorities, condition (c) above is satisfied, except that the opinion in respect of condition (c) need not be expressed with respect to those provinces where such certificates are not issued. If the foregoing conditions are not satisfied by the close of business on the Business Day preceding the Maturity Date, the Company shall pay in cash 100% of the principal amount of the Debentures that would otherwise have been satisfied by issuing in Common Shares pursuant to the Share Repayment RightShares, unless the Holder Debentureholder waives the conditions which are not satisfied or extends the time by which the Company is to satisfy such conditions. 6.2.6 5.2.4 In the event that the Company exercises its Share Repayment Right, the Company shall (i) on the Maturity Date cause the registrar and transfer agent for its Common Shares to deliver to and on account of the Holders certificates representing the Freely Tradable Common Shares to which such Holders are entitled, with a written notice to the Indenture Trustee confirming the same, and (ii) on the Business Day immediately preceding the Maturity Date deliver to the Indenture Trustee for delivery to and on account of the Holders, certificates representing the Freely Tradeable Common Shares to which such Holders are entitled and a wire transfer of funds cheque representing all of the accrued and unpaid interest up to but excluding the Maturity Date and any other funds payable to the Holders pursuant to subsections 6.2.3 and 6.2.7, as the case may be. Any payment made by the Indenture Trustee pursuant to this subsection 6.2.6 shall be made on the next succeeding Business Day after receipt of such wire transferDate. Upon presentation and surrender of the Debentures by a Holder for payment at Maturity at the Corporate Trust Office any place where a register is maintained or any other place specified in the Maturity Notice, the Company Indenture Trustee shall cause to be delivered deliver the certificates representing such Common Shares or beneficial interest therein and the Indenture Trustee shall deliver the cheque representing all the accrued and unpaid interest and the cash equivalent representing the value of fractional shares, if any. 6.2.7 5.2.5 No fractional Common Shares shall be delivered upon the exercise of the Share Repayment Right but, in lieu thereof, if such a fraction shall become owing, the Company shall pay to the Indenture Trustee for the account of the Holders, at the time contemplated in subsection 6.2.65.2.4, the cash equivalent thereof determined on the basis of the Current Market Price of the Common Shares on the Maturity Date, as certified to the Indenture Trustee in an Officer’s Certificate. 6.2.8 5.2.6 A Holder shall be treated as the shareholder of record of the Common Shares issued on due exercise by the Company of its Share Repayment Right effective immediately after the close of business on the Maturity Date, and shall be entitled to all substitutions therefor, all income earned thereon or accretions thereto and all dividends or distributions (including stock dividends and dividends or distributions in kind) thereon and arising thereafter, and in the event that the Indenture Trustee receives the same, it shall return hold the same to under gratuitous deposit for the Company for distribution to benefit of such Holder. 6.2.9 5.2.7 The Company shall at all times reserve and keep available out of its authorized Common Shares (if the number thereof is or becomes limited) solely for the purpose of issue and delivery upon the exercise of the Share Repayment Right as provided herein, and shall issue to Holders Debentureholders to whom Common Shares will be issued pursuant to the exercise of the Share Repayment Right, such number of Common Shares as shall be issuable in such event. 6.2.10 5.2.8 The Company shall comply with all Applicable Securities Laws regulating the issue and delivery of Freely Tradable Tradeable Common Shares upon exercise of the Share Repayment Right, shall use its commercially reasonable efforts to obtain any regulatory approval in respect thereof as may be required pursuant to Applicable Securities Laws and shall use its commercially reasonable efforts to cause to be listed and posted for trading such Common Shares on each Recognized Stock Exchange specified in subclause (a) Exchange. 5.2.9 If the Company elects to satisfy its obligation to pay the principal amount of the Debentures by issuing Common Shares pursuant to the Share Repayment Right and the delivery of Common Shares to which a Holder is entitled is subject to withholding taxes, the Company shall satisfy the payment of such definitionwithholding taxes pursuant to section 2.15.

Right to Repay Principal Amount in Common Shares at Maturity. 6.2.1 (a) The Company Corporation may, at its option and subject to receiving all applicable regulatory approvals, elect to satisfy its obligation to repay on the Maturity Date the principal (but not accrued interest, which shall be paid in cash) amount of all, but not less than all, of the Debentures by delivering to the Holders and the Indenture Trustee not less than 40 days and not more than 60 days prior to the Maturity Date a maturity notice in the form of Schedule “B2C-2” (the “Maturity Notice”) and, on the Maturity Date, for each $1,000 principal amount of Debentures, by issuing and delivering to Holders that number of fully paid and non-assessable Freely Tradable Tradeable Common Shares obtained by dividing each $1,000 principal amount of Debentures by 95% of the Current Market Price of the Common Shares on the Maturity Date (where applicable, converted into US Dollars using the noon rate of exchange posted by the Bank of Canada on the Business Day immediately preceding the Maturity Date) (the “Share Repayment Right”). 6.2.2 Notwithstanding the foregoing, the Company shall not issue any Common Shares pursuant to this section 6.2 if the issuance of such Common Shares, when combined with the aggregate number of Common Shares contemplated to be issued pursuant to the Share Repayment Right and any Common Shares issued upon conversion of the Debentures prior to the date of Maturity and any Additional Shares issued or to be issued pursuant to Section 3.3.7, would exceed 19.99% of the issued and outstanding Common Shares as of the date of this Indenture (the “Exchange Cap”), except that such limitation shall not apply if the Company obtains (ib) additional listing approval for the Common Shares to be so issued, if required, from the NYSE MKT, the TSX and/or any other relevant Recognized Stock Exchange, as applicable, and (ii) consent for the issuance of such Common Shares from the Holders of not less than a majority of the aggregate principal amount of the Debentures Outstanding at the time such consent is solicited. 6.2.3 If the Company exercises the Share Repayment Right and the issuance of Common Shares is limited by the Exchange Cap under subsection 6.2.2, the Company shall pay in cash to the Holders the difference between the aggregate principal amount of the Outstanding Debentures as of the Maturity Date and the value of Common Shares to be issued pursuant to the exercise of the Share Repayment Right (calculated by the Company by multiplying the number of Common Shares to be issued by 95% of the Current Market Price of the Common Shares on the Maturity Date). 6.2.4 The Company Corporation shall be required to provide the Maturity Notice only if it elects to exercise the Share Repayment Right. 6.2.5 (c) The CompanyCorporation’s right to exercise the Share Repayment Right shall be conditional upon the following conditions being met on the Business Day immediately preceding the Maturity Date: (ai) the Common Shares to be issued on exercise of the Share Repayment Right shall be issued from treasury of the Company Corporation and shall be fully paid and non-assessableassessable Freely Tradeable Common Shares and free from any Security or adverse claim; (bii) the listing or quoting of such additional Common Shares shall be listed or quoted on each Recognized Stock Exchange and shall be Freely Tradableon which the Common Shares are then listed; (ciii) the Company shall be Corporation being a reporting issuer or equivalent in good standing or equivalent under Applicable Securities Laws in the United States provinces and Provinces territories of Canada in which the Company Corporation is a reporting issuer on Maturity; (div) no Event of Default shall have occurred and be continuing; (ev) the receipt by the Indenture Trustee shall have received of an Officer’s Certificate stating that conditions (ai), (bii), (ciii) and (div) above have been satisfied and setting forth the number of Common Shares to be delivered for each $1,000 principal amount of Debentures, Debentures and the Current Market Price of Common Shares on the Maturity Date and, if applicable, the amount of cash to be paid to Holders under section 6.2.3 aboveDate; and (fvi) the receipt by the Indenture Trustee of an Opinion of Counsel to the Company, to the effect that such Common Shares have been duly authorized and, when issued and delivered pursuant to the terms of this Indenture in payment of the principal amount of the Debentures outstanding, will be validly issued as fully paid and non-assessable, that conditions (i) and (ii) above have been satisfied and that, relying exclusively on certificates of good standing issued by the relevant securities regulatory authorities, condition (iii) above is satisfied, except that the opinion in respect of condition (iii) need not be expressed with respect to those provinces and territories where such certificates are not issued. If the foregoing conditions are not satisfied by the close of business on the Business Day preceding the Maturity Date, the Company Corporation shall pay in cash 100% of the principal amount of the Debentures that would otherwise have been satisfied by issuing in Common Shares pursuant to the Share Repayment RightShares, unless the Holder Debentureholder waives the conditions which are not satisfied or extends the time by which the Company Corporation is to satisfy such conditions. 6.2.6 (d) In the event that the Company Corporation exercises its Share Repayment Right, the Company shall (i) Corporation shall, on the Maturity Date Date, deliver or cause the registrar and transfer agent for its Common Shares to deliver to and on account of the Holders certificates representing the Freely Tradable Common Shares to which such Holders are entitled, with a written notice to the Indenture Trustee confirming the same, and (ii) on the Business Day immediately preceding the Maturity Date deliver be delivered to the Indenture Trustee for delivery to and on account of the Holders, certificates representing the Freely Tradeable Common Shares to which such Holders are entitled and a wire transfer of funds cheque representing all of the accrued and unpaid interest up to but excluding the Maturity Date and any other funds payable to the Holders pursuant to subsections 6.2.3 and 6.2.7, as the case may be. Any payment made by the Indenture Trustee pursuant to this subsection 6.2.6 shall be made on the next succeeding Business Day after receipt of such wire transferDate. Upon presentation and surrender of the Debentures (or such other documents as the Indenture Trustee may require in lieu thereof) by a Holder for payment at Maturity at the Corporate Trust Office or any other place specified in the Maturity Notice, the Company Indenture Trustee shall cause to be delivered deliver the certificates representing such Common Shares or beneficial interest therein and the Indenture Trustee shall deliver the cheque representing all the accrued and unpaid interest and the cash equivalent representing the value of fractional shares, if any. 6.2.7 (e) No fractional Common Shares shall be delivered upon the exercise of the Share Repayment Right but, in lieu thereof, if such a fraction shall become owing, the Company Corporation shall pay to the Indenture Trustee for the account of the Holders, at the time contemplated in subsection 6.2.6section 5.2(d), the cash equivalent thereof determined on the basis of the Current Market Price of the Common Shares on the Maturity Date (where applicable, converted into US Dollars using the noon rate of exchange posted by the Bank of Canada on the Business Day immediately preceding the Maturity Date, as certified to the Indenture Trustee in an Officer’s Certificate). 6.2.8 (f) A Holder shall be treated as the shareholder of record of the Common Shares issued on due exercise by the Company Corporation of its Share Repayment Right effective immediately after the close of business on the Maturity Date, and shall be entitled to all substitutions therefor, all income earned thereon or accretions thereto and all dividends or distributions (including stock dividends and dividends or distributions in kind) thereon and arising thereafter, and in the event that the Indenture Trustee receives the same, it shall return hold the same to under gratuitous deposit for the Company for distribution to benefit of such Holder. 6.2.9 (g) The Company Corporation shall at all times reserve and keep available out of its authorized Common Shares (if the number thereof is or becomes limited) solely for the purpose of issue and delivery upon the exercise of the Share Repayment Right as provided herein, and shall issue to Holders Debentureholders to whom Common Shares will be issued pursuant to the exercise of the Share Repayment Right, such number of Common Shares as shall be issuable in such event. 6.2.10 (h) The Company Corporation shall comply with all Applicable Securities Laws regulating the issue and delivery of Freely Tradable Tradeable Common Shares upon exercise of the Share Repayment Right, shall use its commercially reasonable efforts to obtain any regulatory approval in respect thereof as may be required pursuant to Applicable Securities Laws and shall use its commercially reasonable efforts to cause to be listed and posted for trading such Common Shares on each Recognized Stock Exchange specified in subclause Exchange. (ai) If the Corporation elects to satisfy its obligation to pay the principal amount of the Debentures by issuing Common Shares pursuant to the Share Repayment Right and the delivery of Common Shares to which a Holder is entitled is subject to withholding Taxes, the Corporation shall satisfy the payment of such definitionwithholding Taxes pursuant to section 2.15.

Right to Repay Principal Amount in Common Shares at Maturity. 6.2.1 (a) The Company Corporation may, at its option and subject to receiving all applicable regulatory approvals, elect to satisfy its obligation to repay on the Maturity Date the principal (but not accrued interest, which shall be paid in cash) amount of all, but not less than all, of the Debentures by delivering to the Holders and the Indenture Trustee not less than 40 days and not more than 60 days prior to the Maturity Date a maturity notice in the form of Schedule “B2C-2” (the “Maturity Notice”) and, on the Maturity Date, for each $1,000 principal amount of Debentures, by issuing and delivering to Holders that number of fully paid and non-assessable Freely Tradable Tradeable Common Shares obtained by dividing each $1,000 principal amount of Debentures by 95% of the Current Market Price of the Common Shares on the Maturity Date (where applicable, converted into Canadian Dollars using the noon rate of exchange posted by the Bank of Canada on the Business Day immediately preceding the Maturity Date) (the “Share Repayment Right”). 6.2.2 Notwithstanding the foregoing, the Company shall not issue any Common Shares pursuant to this section 6.2 if the issuance of such Common Shares, when combined with the aggregate number of Common Shares contemplated to be issued pursuant to the Share Repayment Right and any Common Shares issued upon conversion of the Debentures prior to the date of Maturity and any Additional Shares issued or to be issued pursuant to Section 3.3.7, would exceed 19.99% of the issued and outstanding Common Shares as of the date of this Indenture (the “Exchange Cap”), except that such limitation shall not apply if the Company obtains (ib) additional listing approval for the Common Shares to be so issued, if required, from the NYSE MKT, the TSX and/or any other relevant Recognized Stock Exchange, as applicable, and (ii) consent for the issuance of such Common Shares from the Holders of not less than a majority of the aggregate principal amount of the Debentures Outstanding at the time such consent is solicited. 6.2.3 If the Company exercises the Share Repayment Right and the issuance of Common Shares is limited by the Exchange Cap under subsection 6.2.2, the Company shall pay in cash to the Holders the difference between the aggregate principal amount of the Outstanding Debentures as of the Maturity Date and the value of Common Shares to be issued pursuant to the exercise of the Share Repayment Right (calculated by the Company by multiplying the number of Common Shares to be issued by 95% of the Current Market Price of the Common Shares on the Maturity Date). 6.2.4 The Company Corporation shall be required to provide the Maturity Notice only if it elects to exercise the Share Repayment Right. 6.2.5 (c) The CompanyCorporation’s right to exercise the Share Repayment Right shall be conditional upon the following conditions being met on the Business Day immediately preceding the Maturity Date: (ai) the Common Shares to be issued on exercise of the Share Repayment Right shall be issued from treasury of the Company Corporation and shall be fully paid and non-assessableassessable Freely Tradeable Common Shares and free from any Security or adverse claim; (bii) the listing or quoting of such additional Common Shares shall be listed or quoted on each Recognized Stock Exchange and shall be Freely Tradableon which the Common Shares are then listed; (ciii) the Company shall be Corporation being a reporting issuer or equivalent in good standing or equivalent under Applicable Securities Laws in the United States provinces and Provinces territories of Canada in which the Company Corporation is a reporting issuer on Maturity; (div) no Event of Default shall have occurred and be continuing; (ev) the receipt by the Indenture Trustee shall have received of an Officer’s Certificate stating that conditions (ai), (bii), (ciii) and (div) above have been satisfied and setting forth the number of Common Shares to be delivered for each $1,000 principal amount of Debentures, Debentures and the Current Market Price of Common Shares on the Maturity Date and, if applicable, the amount of cash to be paid to Holders under section 6.2.3 aboveDate; and (fvi) the receipt by the Indenture Trustee of an Opinion of Counsel to the Company, to the effect that such Common Shares have been duly authorized and, when issued and delivered pursuant to the terms of this Indenture in payment of the principal amount of the Debentures outstanding, will be validly issued as fully paid and non-assessable, that conditions (i) and (ii) above have been satisfied and that, relying exclusively on certificates of good standing issued by the relevant securities regulatory authorities, condition (iii) above is satisfied, except that the opinion in respect of condition (iii) need not be expressed with respect to those provinces and territories where such certificates are not issued. If the foregoing conditions are not satisfied by the close of business on the Business Day preceding the Maturity Date, the Company Corporation shall pay in cash 100% of the principal amount of the Debentures that would otherwise have been satisfied by issuing in Common Shares pursuant to the Share Repayment RightShares, unless the Holder Debentureholder waives the conditions which are not satisfied or extends the time by which the Company Corporation is to satisfy such conditions. 6.2.6 (d) In the event that the Company Corporation exercises its Share Repayment Right, the Company shall (i) Corporation shall, on the Maturity Date Date, deliver or cause the registrar and transfer agent for its Common Shares to deliver to and on account of the Holders certificates representing the Freely Tradable Common Shares to which such Holders are entitled, with a written notice to the Indenture Trustee confirming the same, and (ii) on the Business Day immediately preceding the Maturity Date deliver be delivered to the Indenture Trustee for delivery to and on account of the Holders, certificates or other evidence of ownership representing the Freely Tradeable Common Shares to which such Holders are entitled and a wire transfer of funds cheque representing all of the accrued and unpaid interest up to to, but excluding excluding, the Maturity Date and any other funds payable to the Holders pursuant to subsections 6.2.3 and 6.2.7, as the case may be. Any payment made by the Indenture Trustee pursuant to this subsection 6.2.6 shall be made on the next succeeding Business Day after receipt of such wire transferDate. Upon presentation and surrender of the Debentures (or such other documents as the Indenture Trustee may require in lieu thereof) by a Holder for payment at Maturity at the Corporate Trust Office or any other place specified in the Maturity Notice, the Company Indenture Trustee shall cause to be delivered deliver the certificates or other evidence of ownership representing such Common Shares or beneficial interest therein and the Indenture Trustee shall deliver the cheque representing all the accrued and unpaid interest and the cash equivalent representing the value of fractional shares, if any. 6.2.7 (e) No fractional Common Shares shall be delivered upon the exercise of the Share Repayment Right but, in lieu thereof, if such a fraction shall become owing, the Company Corporation shall pay to the Indenture Trustee for the account of the Holders, at the time contemplated in subsection 6.2.6section 5.2(d), the cash equivalent thereof determined on the basis of the Current Market Price of the Common Shares on the Maturity Date (where applicable, converted into Canadian Dollars using the noon rate of exchange posted by the Bank of Canada on the Business Day immediately preceding the Maturity Date, as certified to the Indenture Trustee in an Officer’s Certificate). 6.2.8 (f) A Holder shall be treated as the shareholder of record of the Common Shares issued on due exercise by the Company Corporation of its Share Repayment Right effective immediately after the close of business on the Maturity Date, and shall be entitled to all substitutions therefor, all income earned thereon or accretions thereto and all dividends or distributions (including stock dividends and dividends or distributions in kind) thereon and arising thereafter, and in the event that the Indenture Trustee receives the same, it shall return hold the same to under gratuitous deposit for the Company for distribution to benefit of such Holder. 6.2.9 (g) The Company Corporation shall at all times reserve and keep available out of its authorized Common Shares (if the number thereof is or becomes limited) solely for the purpose of issue and delivery upon the exercise of the Share Repayment Right as provided herein, and shall issue to Holders Debentureholders to whom Common Shares will be issued pursuant to the exercise of the Share Repayment Right, such number of Common Shares as shall be issuable in such event. 6.2.10 (h) The Company Corporation shall comply with all Applicable Securities Laws regulating the issue and delivery of Freely Tradable Tradeable Common Shares upon exercise of the Share Repayment Right, shall use its commercially reasonable efforts to obtain any regulatory approval in respect thereof as may be required pursuant to Applicable Securities Laws and shall use its commercially reasonable efforts to cause to be listed and posted for trading such Common Shares on each Recognized Stock Exchange specified Exchange. (i) If the Corporation elects to satisfy its obligation to pay the principal amount of the Debentures by issuing Common Shares pursuant to the Share Repayment Right and the delivery of Common Shares to which a Holder is entitled is subject to withholding Taxes pursuant to Applicable Law, the Indenture Trustee, on the Written Request of the Corporation but for the account of the Holder, shall facilitate the delivery of the number of Common Shares indicated in subclause such Written Request to the investment banks, brokers or dealers selected by the Corporation, out of the Freely Tradeable Common Shares issued by the Corporation for this purpose, such number of Freely Tradeable Common Shares that together with the cash component of the amount due on maturity is sufficient to yield net proceeds (aafter payment of all costs) to cover the amount of such definitionTaxes required to be withheld or deducted, and shall remit same on behalf of the Corporation to the relevant Governmental Authority as and when required by Applicable Law and shall transfer the balance of the cash proceeds, if any, to the Holder.

Right to Repay Principal Amount in Common Shares at Maturity. 6.2.1 The Company (a) Subject to the other provisions of this Section 4.10 and subject to any required regulatory approval, the Corporation may, at its option and subject to receiving all applicable regulatory approvalsoption, elect to satisfy its obligation to repay on the Maturity Date the principal (but not accrued interest, which shall be paid in cash) amount of all, but not less than all, of the Debentures by delivering to the Holders and the Indenture Trustee not less than 40 days and not more than 60 days prior to the Maturity Date a maturity notice outstanding, in the form of Schedule “B2” (the “Maturity Notice”) and, on the Maturity Datewhole or in part, by issuing and delivering to Holders holders on the maturity of such Debentures (the “Maturity Date”) that number of fully paid and non-assessable Freely Tradable Tradeable Common Shares obtained by dividing each $1,000 principal amount of Debentures by 95% of the Current Market Price on the Maturity Date (the “Share Repayment Right”). 6.2.2 Notwithstanding the foregoing, the Company shall not issue any Common Shares pursuant to this section 6.2 if the issuance of such Common Shares, when combined with the aggregate number of Common Shares contemplated to be issued pursuant to the Share Repayment Right and any Common Shares issued upon conversion of the Debentures prior to the date of Maturity and any Additional Shares issued or to be issued pursuant to Section 3.3.7, would exceed 19.99% of the issued and outstanding Common Shares as of the date of this Indenture (the “Exchange Cap”), except that such limitation shall not apply if the Company obtains (i) additional listing approval for the Common Shares to be so issued, if required, from the NYSE MKT, the TSX and/or any other relevant Recognized Stock Exchange, as applicable, and (ii) consent for the issuance of such Common Shares from the Holders of not less than a majority of the aggregate principal amount of the Debentures Outstanding at the time such consent is solicited. 6.2.3 If the Company exercises the Share Repayment Right and the issuance of Common Shares is limited by the Exchange Cap under subsection 6.2.2, the Company shall pay in cash to the Holders the difference between the aggregate principal amount of the Outstanding Debentures as of the Maturity Date and the value of Common Shares to be issued pursuant to the exercise of the Share Repayment Right (calculated by the Company by multiplying the number of Common Shares to be issued by 95% of the Current Market Price of the Common Shares on the Maturity DateDate (the “Common Share Repayment Right”). 6.2.4 (b) The Company Corporation shall be required to provide exercise the Common Share Repayment Right by so specifying in the Maturity Notice only if set forth in Schedule C, which shall be delivered to the Debenture Trustee and the holders of Debentures not more than 60 days and not less than 30 days prior to the Maturity Date. The Maturity Notice shall also specify the aggregate principal amount of Debentures in respect of which it elects to exercise is exercising the Common Share Repayment Right. 6.2.5 (c) The CompanyCorporation’s right to exercise the Common Share Repayment Right shall be conditional upon the following conditions being met on or before the Business Day immediately preceding the Maturity Date: (ai) the Common Shares to be issued on exercise of the Common Share Repayment Right shall be issued from treasury of the Company and be fully paid and non-assessablebeing Freely Tradeable; (bii) the conditional listing of such additional Common Shares shall be listed or quoted on each Recognized Stock Exchange and shall be Freely Tradablestock exchange on which the Common Shares are then listed subject only to customary conditions of listing; (ciii) the Company shall be Corporation being a reporting issuer (or equivalent its equivalent) in good standing or equivalent under Applicable Securities Laws in Legislation where the United States and Provinces distribution of Canada in which the Company is a reporting issuer on Maturitysuch Common Shares occurs; (div) no Event of Default shall have occurred and be continuing; (ev) the Indenture receipt by the Debenture Trustee shall have received of an Officer’s Certificate stating that conditions (ai), (bii), (ciii) and (div) above have been satisfied and setting forth the number of Common Shares to be delivered for each $1,000 principal amount of Debentures, Debentures and the Current Market Price of the Common Shares on the Maturity Date and, if applicable, the amount of cash to be paid to Holders under section 6.2.3 aboveDate; and (fvi) the receipt by the Indenture Debenture Trustee of an Opinion opinion of Counsel to dated the Company, Maturity Date to the effect that such Common Shares have been duly authorized and, when issued and delivered pursuant to the terms of this Trust Indenture in payment payment, in whole or in part, of the principal amount of the Debentures outstanding, outstanding will be validly issued as fully paid and non-assessable, that condition (i) above has been satisfied, relying exclusively on correspondence from the relevant stock exchange, that condition (ii) above has been satisfied, and, relying exclusively on certificates of good standing issued by the relevant securities authorities, that condition (iii) above is satisfied, except that the opinion in respect of condition (iii) need not be expressed with respect to those provinces where certificates are not issued. If the foregoing conditions are not satisfied by prior to the close of business on the Business Day preceding the Maturity Date, the Company Corporation shall pay in cash 100% of the principal amount of the Debentures that would otherwise have been satisfied by issuing Common Shares pursuant to the Share Repayment Rightpayable in accordance with Section 4.5, unless the Holder waives Debentureholders waive the conditions which are not satisfied or extends the time by which the Company is to satisfy such conditionsExtraordinary Resolution. 6.2.6 (d) In the event that the Company Corporation duly exercises its Common Share Repayment Right, the Company Corporation shall on or before 11:00 a.m. (iToronto time) on the Maturity Date cause make the registrar and transfer agent for its Common Shares to deliver to and on account of the Holders certificates representing the Freely Tradable Common Shares to which such Holders are entitled, with a written notice delivery to the Indenture Trustee confirming the same, and (ii) on the Business Day immediately preceding the Maturity Date deliver to the Indenture Debenture Trustee for delivery to and on account of the Holders a wire transfer of funds representing all of the accrued and unpaid interest up to but excluding the Maturity Date and any other funds payable to the Holders pursuant to subsections 6.2.3 and 6.2.7holders, as the case may be. Any payment made by the Indenture Trustee pursuant to this subsection 6.2.6 shall be made on the next succeeding Business Day after receipt of such wire transfer. Upon upon presentation and surrender of the Debentures by a Holder for payment on the Maturity Date at Maturity at the Corporate Trust Office any place where a register is maintained pursuant to Article 3 or any other place specified in the Maturity Notice, the Company shall cause to be delivered the of certificates representing such the Freely Tradeable Common Shares or beneficial interest therein and the Indenture Trustee shall deliver the a cheque representing all the accrued and unpaid interest and the cash equivalent representing the value of fractional sharesto which such holders are entitled (less any tax required to be withheld, if any). Such Freely Tradeable Common Shares shall initially be registered in the name of the Debenture Trustee in trust for the Debentureholders until such time as the holder of such Debentures has surrendered its Debentures or duly endorsed form of transfer to the Debenture Trustee. 6.2.7 (e) No fractional Freely Tradeable Common Shares shall be delivered upon the exercise of the Common Share Repayment Right but, in lieu thereof, if such a fraction shall become owing, the Company Corporation shall pay to the Indenture Debenture Trustee for the account of the Holdersholders, at the time contemplated in subsection 6.2.6Section 4.10(d), the cash equivalent thereof determined on the basis of the Current Market Price of the Common Shares on the Maturity DateDate (less any tax required to be withheld pursuant to Section 7.8, as certified if any). Upon request by the Debenture Trustee, the Corporation shall provide, in writing to the Indenture Trustee Debenture Trustee, the price to be paid in an Officer’s Certificaterespect of such fractional Common Shares. 6.2.8 (f) A Holder holder shall be treated as the shareholder of record of the Freely Tradeable Common Shares issued on due exercise by the Company Corporation of its Common Share Repayment Right effective immediately after the close of business on the Maturity Date, and shall be entitled to all substitutions therefor, all income earned thereon or accretions thereto and all dividends or distributions (including stock dividends common share distributions and dividends or distributions in kind) thereon and arising thereafter, and in the event that the Indenture Debenture Trustee receives the same, it shall return hold the same in trust for the benefit of such holder. (g) The Corporation shall issue to Debentureholders to whom Freely Tradeable Common Shares will be issued pursuant to exercise of the Common Share Repayment Right, such number of Freely Tradeable Common Shares as shall be issuable in such event. All Freely Tradeable Common Shares which shall be so issuable shall be duly and validly issued as fully paid and non-assessable. (h) The Corporation shall from time to time promptly pay, or make provision satisfactory to the Company Debenture Trustee for distribution the payment of, all taxes and charges which may be imposed by the laws of Canada or any province thereof (except income tax, withholding tax or stamp or security transfer tax, if any) which shall be payable with respect to the issuance or delivery of Freely Tradeable Common Shares to holders upon exercise of the Common Share Repayment Right pursuant to the terms of the Debentures and of this Trust Indenture. (i) If the Corporation elects to satisfy its obligation, in whole or in part, to pay the principal amount on maturity by issuing Freely Tradeable Common Shares in accordance with this Section 4.10, and if the principal amount (or any portion thereof) to which a holder is entitled is subject to withholding taxes pursuant to Section 7.8, the Debenture Trustee, on the Written Direction of the Corporation but for the account of the holder, shall provide reasonable assistance to settle the trade as directed by the Corporation, through the investment banks, brokers or dealers selected by the Corporation, out of the Freely Tradeable Common Shares issued by the Corporation for this purpose, such number of Freely Tradeable Common Shares that is sufficient to yield net proceeds (after payment of all costs) to cover the amount of taxes required to be withheld, and shall remit same on behalf of the Corporation to the proper tax authorities within the period of time prescribed for this purpose under applicable laws. In the event the Debenture Trustee settled the trade of such Freely Tradeable Common Shares pursuant to this Subsection 4.10(i), the procedures set forth in Article 10 of this Trust Indenture shall apply mutatis mutandis to such Holdersale. The Debenture Trustee shall not be responsible for the purchase price or the timing of the sale of such Common Shares. 6.2.9 The Company (j) In the event the Corporation exercises its Common Share Repayment Right, the Corporation shall at all times reserve and keep available out of its authorized Common Shares such number of Common Shares as shall be issuable in such event (if the number thereof is or becomes limited) solely for the purpose of issue and delivery upon the exercise of the Common Share Repayment Right as provided herein, and shall issue such Common Shares to Holders Debentureholders to whom the Common Shares will be issued pursuant to the exercise of the Share Common Shares Repayment Right, such number of Common Shares as shall be issuable in such event. 6.2.10 The Company shall comply with all Applicable Securities Laws regulating (k) Interest accrued and unpaid on the issue and delivery of Freely Tradable Common Shares upon exercise of Debentures on the Share Repayment Right, shall use its commercially reasonable efforts Maturity Date will be paid to obtain any regulatory approval Debentureholders in respect thereof as may be required pursuant to Applicable Securities Laws and shall use its commercially reasonable efforts to cause to be listed and posted for trading such Common Shares on each Recognized Stock Exchange specified the manner contemplated in subclause (a) of such definitionSection 2.14.