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

Right to Repay Principal Amount in Common Shares. (a) Subject to the other provisions of this Section 4.9 and applicable regulatory approval, the Corporation may, at its option, in exchange for or in lieu of paying all or any portion of the principal amount of the Debentures outstanding in money, elect to satisfy its obligation to repay all or any portion of the principal amount of the Debentures outstanding by issuing and delivering to holders on the Maturity Date, for each $1,000 due, that number of Freely Tradeable Common Shares obtained by dividing $1,000 by 95% of the Current Market Price of the Common Shares (the “Common Share Repayment Right”) on the Maturity Date. (b) The Corporation will exercise the Common Share Repayment Right by so specifying in the Maturity Notice, which will 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. (c) The Corporation’s right to exercise the Common Share Repayment Right is conditional upon the following conditions being met on the Business Day preceding the Maturity Date: (i) the issuance of the Common Shares on the exercise of the Common Share Repayment Right will be made in accordance with Applicable Securities Legislation and such Common Shares will be issued as Freely Tradeable Common Shares.; (ii) the listing of such additional Freely Tradeable Common Shares on each stock exchange on which the Common Shares are then listed; (iii) the Corporation being a reporting issuer in good standing under Applicable Securities Legislation where the distribution of such Freely Tradeable Common Shares occurs; (iv) no Event of Default will have occurred and be continuing; (v) the receipt by the Debenture Trustee of an Officer’s Certificate stating that conditions (i), (ii), (iii) and (iv) above have been satisfied and setting forth the number of Common Shares to be delivered for each $1,000 principal amount of Debentures and the Current Market Price of the Common Shares on the Maturity Date in accordance with the provisions of Section 4.9(a); and (vi) the receipt by the Debenture Trustee of an opinion of Counsel 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 or list of reporting issuers in default issued by the relevant securities authorities, condition (iii) above is satisfied, except that the opinion in respect of condition (iii) need not be expressed with respect to those provinces where such certificates or lists are not issued. If the foregoing conditions are not satisfied prior to the close of business on the Business Day preceding the Maturity Date, the Corporation will pay the principal amount of the Debentures outstanding in cash in accordance with Section 2.9, unless the Debentureholders waive the conditions which are not satisfied by way of Extraordinary Resolution. (d) In the event that the Corporation duly exercises its Common Share Repayment Right, the Corporation will on or before 10:00 a.m. (Montréal time) on the Maturity Date, deliver to the Debenture Trustee or will arrange through its transfer agent for the Common Shares, for delivery to and on account of the holders, upon the due presentation and surrender of the Debentures, the Freely Tradeable Common Shares to which such holders are entitled. The Corporation will also deposit with the Debenture Trustee a sum of money sufficient to pay any charges or expenses which may be incurred by the Debenture Trustee in connection with the Common Share Repayment Right. Every such deposit will be irrevocable. From the Common Shares so deposited in addition to amounts payable by the Debenture Trustee pursuant to Section 2.9, the Debenture Trustee will pay or cause to be paid, to the holders of such Debentures upon surrender of such Debentures, the principal amount of and premium (if any) on the Debentures to which they are respectively entitled on maturity and deliver to such holders the Common Shares to which such holders are entitled. The delivery of such Common Shares to the Debenture Trustee will satisfy and discharge the liability of the Corporation for the Debentures to which the delivery of Common Shares relates to the extent of the amount delivered (plus the amount remitted to the proper tax authority obtained from any Freely Tradeable Common Shares sold to pay applicable taxes in accordance with Section 4.9(j)) and such Debentures will thereafter to that extent not be considered as outstanding under this Indenture and such holder will have no other right in regard thereto other than to receive out of the Common Shares so delivered, the Common Shares to which it is entitled. (e) No fractional Common Shares will be delivered upon the exercise of the Common Share Repayment Right but, in lieu thereof, the Corporation will pay to the Debenture Trustee for the account of the holders, at the time contemplated in Section 2.9, the cash equivalent thereof determined on the basis of the Current Market Price of the Common Shares on the Maturity Date (less applicable Withholding Taxes, if any). (f) A registered holder will be treated as the Shareholder of record of the Freely Tradeable Common Shares issued on due exercise by the Corporation of its Common Share Repayment Right effective immediately after the close of business on the Maturity Date, and will be entitled to all substitutions therefor, all income earned thereon or accretions thereto and all dividends (including dividends in kind) thereon and arising thereafter, and in the event that the Debenture Trustee receives the same, it will hold the same in trust for the benefit of such holder. (g) The Corporation will 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 Common Share Repayment Right as provided herein, and will 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 will be issuable in such event. All Freely Tradeable Common Shares which will be so issuable will be duly and validly issued as fully paid and non-assessable. (h) The Corporation will comply with all Applicable Securities Legislation regulating the issue and delivery of Freely Tradeable Common Shares upon exercise of the Common Share Repayment Right and will cause to be listed and posted for trading such Freely Tradeable Common Shares on the TSXV or such other exchange on which the Common Shares are then listed. (i) The Corporation will from time to time promptly pay all taxes and charges which may be imposed by the laws of Canada or any province thereof (except income tax, Withholding Tax or security transfer tax, if any) which will 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 Indenture. (j) If the Corporation elects to satisfy its obligation to pay all or any portion of the principal amount of Debentures due on maturity by issuing Freely Tradeable Common Shares in accordance with this Section 4.9 and if the principal amount (or any portion thereof) to which a holder is entitled is subject to Withholding Taxes and the amount of the cash payment of the principal amount due on maturity, if any, is insufficient to satisfy such Withholding Taxes, the Debenture Trustee, on the Written Direction of the Corporation but for the account of the holder (i) will sell, or cause to be sold, through the investment banks, brokers or dealers specified by the Corporation, out of the Freely Tradeable Common Shares issued by the Corporation for the account of such holder for this purpose, such number of Freely Tradeable Common Shares that together with the cash component of the principal amount due on maturity is sufficient to yield net proceeds (after payment of all costs) to cover the amount of taxes required to be withheld, and (ii) will remit such amount withheld on behalf of the Corporation to the proper tax authorities within the period of time prescribed for this purpose under applicable laws. (k) Certificates representing Freely Tradeable Common Shares issued in respect of the Common Share Repayment Right may have imprinted or otherwise reproduced thereon such legend or legends or endorsements as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform to general usage. (l) Subject to Article 10, interest accrued and unpaid on the Debentures on the Maturity Date will be paid (less applicable Withholding Taxes, if any) to holders of Debentures, in cash, in the manner contemplated in Section 2.10.

Right to Repay Principal Amount in Common Shares. (a) Subject to the receipt of any required regulatory and stock exchange approvals and the other provisions of this Section 4.9 and applicable regulatory approval4.10, the Corporation may, at its option, in exchange for or in lieu of paying repaying the Debentures in money, elect to satisfy its obligation to repay the principal amount of all or any portion of the principal amount of the Debentures outstanding in moneyoutstanding, elect to satisfy its obligation to repay all or any portion of the principal amount of the Debentures outstanding by issuing and delivering to holders on the Maturity Date, for each $1,000 due, Date of such Debentures that number of Freely Tradeable Common Shares obtained by dividing $1,000 the principal amount of the Debentures (or applicable portion thereof to be satisfied by the issuance and delivery of Freely Tradeable Common Shares) by 95% of the then Current Market Price of the Common Shares on the Maturity Date (the “Common Share Repayment Right”) on ); provided that all accrued and unpaid interest thereon shall be payable to the Maturity Dateholder in cash. (b) The Corporation will shall exercise the Common Share Repayment Right by so specifying in the Maturity Notice, which will shall be delivered to the Debenture Trustee Trustees and the holders of Debentures not more than 60 days and not less than 30 40 days prior to the Maturity Date, and which shall also specify the aggregate principal amount of Debentures in respect of which it is exercising the Common Share Repayment Right on the Maturity Date. (c) The Corporation’s right to exercise the Common Share Repayment Right is shall be conditional upon the following conditions being met on the Business Day preceding the Maturity Date: (i) the issuance of the Common Shares on the exercise of the Common Share Repayment Right will shall be made in accordance with U.S. Securities Laws and Applicable Securities Legislation and such Common Shares will shall be issued as Freely Tradeable Common Shares.; (ii) the listing of such additional Freely Tradeable Common Shares shall be listed or conditionally approved for listing on each stock exchange on which the Common Shares are then listed, the Toronto Stock Exchange, a national securities exchange or quoted in an inter-dealer quotation system of any registered national securities association; (iii) the Corporation being shall be a reporting issuer in good standing under Applicable Securities Legislation where the distribution in at least one jurisdiction of such Freely Tradeable Common Shares occursCanada; (iv) no Event of Default will shall have occurred and be continuing; (v) the receipt by the Debenture Trustee of Trustees shall have received an Officer’s Officers’ Certificate stating that conditions (i), (ii), (iii) and (iv) above have been satisfied and setting forth the number of Common Shares to be delivered for each $1,000 principal amount of Debentures and the Current Market Price of the Common Shares on the Maturity Date in accordance with the provisions of Section 4.9(a)Date; and (vi) the receipt by the Debenture Trustee of Trustees shall have received an opinion of Counsel 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 or list of reporting issuers in default issued by the relevant securities authorities, condition (iii) above is satisfied, except that the opinion in respect of condition (iii) need not be expressed with respect to those provinces where such certificates or lists are not issued. If the foregoing conditions are not satisfied prior to the close of business on the Business Day preceding the Maturity Date, the Corporation will shall pay the principal amount of the Debentures outstanding entirely in cash in accordance with Section 2.92.14, unless the Debentureholders waive Debentureholder waives the conditions which are not satisfied by way satisfied. The Corporation may not change the form of Extraordinary Resolutioncomponents or percentages of consideration to be paid for the Debentures once it has given the notice required to be given to Debentureholders hereunder, except as described in the preceding sentence. When the Corporation determines the actual number of Common Shares to be issued pursuant to the exercise of its Common Share Repayment Right, it will issue a press release on a national newswire disclosing the Current Market Price and such actual number of Common Shares. (d) In the event that the Corporation duly exercises its Common Share Repayment Right, upon presentation and surrender of the Corporation will on or before 10:00 a.m. (Montréal time) Debentures for payment on the Maturity Date, deliver at any place where a register is maintained pursuant to Article 3 or any other place specified in the Maturity Notice, the Corporation shall on or before 11:00 a.m. (Toronto time) on the Business Day immediately prior to the Debenture Trustee or will arrange through its transfer agent for Maturity Date make the Common Shares, delivery to the Trustees for delivery to and on account of the holders, upon the due presentation and surrender of the Debentures, certificates representing the Freely Tradeable Common Shares to which such holders are entitled. The Corporation will shall also deposit with the Debenture Trustee Trustees a sum of money sufficient to pay any charges or expenses which may be incurred by the Debenture Trustee Trustees in connection with the Common Share Repayment Right. Every such deposit will shall be irrevocable. From the Common Shares certificates so deposited in addition to amounts payable by the Debenture Trustee Trustees pursuant to Section 2.92.14, the Debenture Trustee will Trustees shall pay or cause to be paid, to the holders of such Debentures Debentures, upon surrender of such Debentures, the principal amount of and premium (if any) on the Debentures to which they are respectively entitled on maturity and deliver to such holders the Common Shares certificates to which such holders are entitled. The delivery of such Common Shares certificates to the Debenture Trustee Trustees will satisfy and discharge the liability of the Corporation for the Debentures to which the delivery of Common Shares certificates relates to the extent of the amount delivered (plus the amount remitted to the proper tax authority obtained from of any Freely Tradeable Common Shares certificates sold to pay applicable taxes in accordance with this Section 4.9(j)4.10) and such Debentures will thereafter to that extent not be considered as outstanding under this Indenture and such holder will have no other right in regard thereto other than to receive out of the Common Shares certificates so delivered, the Common Shares certificate(s) to which it is entitled. (e) No fractional Common Shares will be delivered upon the exercise of the Common Share Repayment Right but, in lieu thereof, the Corporation will pay to the Debenture Trustee for the account of the holders, at the time contemplated in Section 2.9, the cash equivalent thereof determined on the basis of the Current Market Price of the Common Shares on the Maturity Date (less applicable Withholding Taxes, if any). (f) A registered holder will be treated as the Shareholder of record of the Freely Tradeable Common Shares issued on due exercise by the Corporation of its Common Share Repayment Right effective immediately after the close of business on the Maturity Date, and will be entitled to all substitutions therefor, all income earned thereon or accretions thereto and all dividends (including dividends in kind) thereon and arising thereafter, and in the event that the Debenture Trustee receives the same, it will hold the same in trust for the benefit of such holder. (g) The Corporation will 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 Common Share Repayment Right as provided herein, and will 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 will be issuable in such event. All Freely Tradeable Common Shares which will be so issuable will be duly and validly issued as fully paid and non-assessable. (h) The Corporation will comply with all Applicable Securities Legislation regulating the issue and delivery of Freely Tradeable Common Shares upon exercise of the Common Share Repayment Right and will cause to be listed and posted for trading such Freely Tradeable Common Shares on the TSXV or such other exchange on which the Common Shares are then listed. (i) The Corporation will from time to time promptly pay all taxes and charges which may be imposed by the laws of Canada or any province thereof (except income tax, Withholding Tax or security transfer tax, if any) which will 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 Indenture. (j) If the Corporation elects to satisfy its obligation to pay all or any portion of the principal amount of Debentures due on maturity by issuing Freely Tradeable Common Shares in accordance with this Section 4.9 and if the principal amount (or any portion thereof) to which a holder is entitled is subject to Withholding Taxes and the amount of the cash payment of the principal amount due on maturity, if any, is insufficient to satisfy such Withholding Taxes, the Debenture Trustee, on the Written Direction of the Corporation but for the account of the holder (i) will sell, or cause to be sold, through the investment banks, brokers or dealers specified by the Corporation, out of the Freely Tradeable Common Shares issued by the Corporation for the account of such holder for this purpose, such number of Freely Tradeable Common Shares that together with the cash component of the principal amount due on maturity is sufficient to yield net proceeds (after payment of all costs) to cover the amount of taxes required to be withheld, and (ii) will remit such amount withheld on behalf of the Corporation to the proper tax authorities within the period of time prescribed for this purpose under applicable laws. (k) Certificates representing Freely Tradeable Common Shares issued in respect of the Common Share Repayment Right may have imprinted or otherwise reproduced thereon such legend or legends or endorsements as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform to general usage. (l) Subject to Article 10, interest accrued and unpaid on the Debentures on the Maturity Date will be paid (less applicable Withholding Taxes, if any) to holders of Debentures, in cash, in the manner contemplated in Section 2.10.

Right to Repay Principal Amount in Common Shares. (a) Subject to the receipt of any required regulatory approvals and the other provisions of this Section 4.9 and applicable regulatory approval4.10, the Corporation may, at its option, in exchange for or in lieu of paying all or any portion of the principal amount of repaying the Debentures outstanding solely in money, elect to satisfy its obligation to repay all or any portion of the principal amount of all, or any portion of, the Debentures outstanding by issuing and delivering to holders on the Maturity Date, for each $1,000 due, Date of such Debentures that number of Freely Tradeable Common Shares obtained by dividing $1,000 the principal amount of the Debentures (or applicable portion thereof to be satisfied by the issuance and delivery of Freely Tradeable Common Shares) by 95% of the then Current Market Price of the Common Shares (which will be calculated based on the 20 consecutive trading days ending five trading days before the Maturity Date) together with payment in cash of accrued but unpaid interest and any entitlement in respect of fractional shares (the “Common Share Repayment Right”) on the Maturity Date). (b) The Corporation will shall exercise the Common Share Repayment Right by so specifying in the Maturity Notice, which will shall be delivered to the Debenture Trustee and the holders of Debentures not more than 60 days and not less than 30 40 days prior to the Maturity Date, and which shall also specify the aggregate principal amount of Debentures in respect of which it is exercising the Common Share Repayment Right on the Maturity Date. (c) The Corporation’s right to exercise the Common Share Repayment Right is shall be conditional upon the following conditions being met on the Business Day preceding the Maturity Date: (i) the issuance of the Common Shares on the exercise of the Common Share Repayment Right will shall be made in accordance with Applicable Securities Legislation and such Common Shares will shall be issued as Freely Tradeable Common Shares.; (ii) the listing of such additional Freely Tradeable Common Shares shall be listed on each stock exchange on which the Common Shares are then listed, the TSX Venture Exchange or a national securities exchange or quoted in an inter-dealer quotation system of any registered national securities association; (iii) the Corporation being shall be a reporting issuer in good standing under Applicable Securities Legislation where the distribution of such Freely Tradeable Common Shares occurs; (iv) no Event of Default will shall have occurred and be continuing; (v) the receipt by the Debenture Trustee of shall have received an Officer’s Officers’ Certificate stating that conditions (i), (ii), (iii) and (iv) above have been satisfied and setting forth the number of Common Shares to be delivered for each $1,000 principal amount of Debentures and the Current Market Price of the Common Shares on the Maturity Date in accordance with the provisions of Section 4.9(a); and (vi) the receipt by the Debenture Trustee of an opinion of Counsel 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 or list of reporting issuers in default issued by the relevant securities authorities, condition (iii) above is satisfied, except that the opinion in respect of condition (iii) need not be expressed with respect to those provinces where such certificates or lists are not issued. If the foregoing conditions are not satisfied prior to the close of business on the Business Day preceding the Maturity Date, the Corporation will pay the principal amount of the Debentures outstanding in cash in accordance with Section 2.9, unless the Debentureholders waive the conditions which are not satisfied by way of Extraordinary Resolution. (d) In the event that the Corporation duly exercises its Common Share Repayment Right, the Corporation will on or before 10:00 a.m. (Montréal time) on the Maturity Date, deliver to the Debenture Trustee or will arrange through its transfer agent for the Common Shares, for delivery to and on account of the holders, upon the due presentation and surrender of the Debentures, the Freely Tradeable Common Shares to which such holders are entitled. The Corporation will also deposit with the Debenture Trustee a sum of money sufficient to pay any charges or expenses which may be incurred by the Debenture Trustee in connection with the Common Share Repayment Right. Every such deposit will be irrevocable. From the Common Shares so deposited in addition to amounts payable by the Debenture Trustee pursuant to Section 2.9, the Debenture Trustee will pay or cause to be paid, to the holders of such Debentures upon surrender of such Debentures, the principal amount of and premium (if any) on the Debentures to which they are respectively entitled on maturity and deliver to such holders the Common Shares to which such holders are entitled. The delivery of such Common Shares to the Debenture Trustee will satisfy and discharge the liability of the Corporation for the Debentures to which the delivery of Common Shares relates to the extent of the amount delivered (plus the amount remitted to the proper tax authority obtained from any Freely Tradeable Common Shares sold to pay applicable taxes in accordance with Section 4.9(j)) and such Debentures will thereafter to that extent not be considered as outstanding under this Indenture and such holder will have no other right in regard thereto other than to receive out of the Common Shares so delivered, the Common Shares to which it is entitled. (e) No fractional Common Shares will be delivered upon the exercise of the Common Share Repayment Right but, in lieu thereof, the Corporation will pay to the Debenture Trustee for the account of the holders, at the time contemplated in Section 2.9, the cash equivalent thereof determined on the basis of the Current Market Price of the Common Shares on the Maturity Date (less applicable Withholding Taxes, if any). (f) A registered holder will be treated as the Shareholder of record of the Freely Tradeable Common Shares issued on due exercise by the Corporation of its Common Share Repayment Right effective immediately after the close of business on the Maturity Date, and will be entitled to all substitutions therefor, all income earned thereon or accretions thereto and all dividends (including dividends in kind) thereon and arising thereafter, and in the event that the Debenture Trustee receives the same, it will hold the same in trust for the benefit of such holder. (g) The Corporation will 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 Common Share Repayment Right as provided herein, and will 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 will be issuable in such event. All Freely Tradeable Common Shares which will be so issuable will be duly and validly issued as fully paid and non-assessable. (h) The Corporation will comply with all Applicable Securities Legislation regulating the issue and delivery of Freely Tradeable Common Shares upon exercise of the Common Share Repayment Right and will cause to be listed and posted for trading such Freely Tradeable Common Shares on the TSXV or such other exchange on which the Common Shares are then listed. (i) The Corporation will from time to time promptly pay all taxes and charges which may be imposed by the laws of Canada or any province thereof (except income tax, Withholding Tax or security transfer tax, if any) which will 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 Indenture. (j) If the Corporation elects to satisfy its obligation to pay all or any portion of the principal amount of Debentures due on maturity by issuing Freely Tradeable Common Shares in accordance with this Section 4.9 and if the principal amount (or any portion thereof) to which a holder is entitled is subject to Withholding Taxes and the amount of the cash payment of the principal amount due on maturity, if any, is insufficient to satisfy such Withholding Taxes, the Debenture Trustee, on the Written Direction of the Corporation but for the account of the holder (i) will sell, or cause to be sold, through the investment banks, brokers or dealers specified by the Corporation, out of the Freely Tradeable Common Shares issued by the Corporation for the account of such holder for this purpose, such number of Freely Tradeable Common Shares that together with the cash component of the principal amount due on maturity is sufficient to yield net proceeds (after payment of all costs) to cover the amount of taxes required to be withheld, and (ii) will remit such amount withheld on behalf of the Corporation to the proper tax authorities within the period of time prescribed for this purpose under applicable laws. (k) Certificates representing Freely Tradeable Common Shares issued in respect of the Common Share Repayment Right may have imprinted or otherwise reproduced thereon such legend or legends or endorsements as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform to general usage. (l) Subject to Article 10, interest accrued and unpaid on the Debentures on the Maturity Date will be paid (less applicable Withholding Taxes, if any) to holders of Debentures, in cash, in the manner contemplated in Section 2.10.

Right to Repay Principal Amount in Common Shares. (a) Subject to the other provisions of this Section 4.9 4.10 and to applicable regulatory approval, the Corporation may, at its option, in exchange for or in lieu of paying all or any portion of the principal amount of the Debentures outstanding in money, elect to satisfy its obligation to repay all or any portion of the principal amount of the Debentures outstanding by issuing and delivering to holders on the Maturity Date, for each $1,000 due, Date that number of Freely Tradeable Common Shares obtained by dividing $1,000 the principal amount of the Debentures by 95% of the Current Market Price of the Common Shares (the “"Common Share Repayment Right”") on the Maturity Date. (b) The Corporation will shall exercise the Common Share Repayment Right by so specifying in the Maturity Notice, which will 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. (c) The Corporation’s 's right to exercise the Common Share Repayment Right is shall be conditional upon the following conditions being met on the Business Day preceding the Maturity Date: (i) the issuance of the Common Shares on the exercise of the Common Share Repayment Right will shall be made in accordance with Applicable Securities Legislation and such Common Shares will shall be issued as fully paid and non-assessable Freely Tradeable Common Shares.; (ii) the listing of such additional Freely Tradeable Common Shares on each stock exchange on which the Common Shares are then listed; (iii) the Corporation being a reporting issuer in good standing under Applicable Securities Legislation where the distribution of such Freely Tradeable Common Shares occurs; (iv) no Event of Default will shall have occurred and be continuing; (v) the receipt by the Debenture Trustee of an Officer’s 's Certificate stating that conditions (i), (ii), (iii) and (iv) above have been satisfied and setting forth the number of Common Shares to be delivered for each $1,000 Cdn$1,000 principal amount of Debentures and the Current Market Price of the Common Shares on the Maturity Date in accordance with the provisions of Section 4.9(a)Date; and (vi) the receipt by the Debenture Trustee of an opinion of Counsel 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 or list of reporting issuers in default issued by the relevant securities authorities, condition (iii) above is satisfied, except that the opinion in respect of condition (iii) need not be expressed with respect to those provinces where such a province of Canada or in the United States if certificates or lists are not issuedissued in those jurisdictions. If the foregoing conditions are not satisfied prior to the close of business on the Business Day preceding the Maturity Date, the Corporation will shall pay the principal amount of the -41- Debentures outstanding in cash in accordance with Section 2.92.13, unless the Debentureholders waive Debentureholder waives the conditions which are not satisfied by way of Extraordinary Resolutionsatisfied. (d) In the event that the Corporation duly exercises its Common Share Repayment Right, the Corporation will on shall at or before 10:00 11:00 a.m. (Montréal Toronto time) on the Maturity Date, deliver to the Debenture Trustee or will arrange through its transfer agent for the Common SharesTrustee, for delivery to and on account of the holders, upon the due presentation and surrender of the Debentures, the Freely Tradeable Common Shares to which such holders are entitled. The Corporation will shall also deposit with the Debenture Trustee a sum of money sufficient to pay any charges or expenses which may be incurred by the Debenture Trustee in connection with the Common Share Repayment Right. Every such deposit will shall be irrevocable. From the Common Shares certificates so deposited in addition to amounts payable by the Debenture Trustee pursuant to Section 2.92.13, the Debenture Trustee will shall pay or cause to be paid, to the holders of such Debentures Debentures, upon surrender of such Debentures, the principal amount of and premium (if any) on the Debentures to which they are respectively entitled on maturity and deliver to such holders the Common Shares certificates to which such holders are entitled. The delivery of such Common Shares certificates to the Debenture Trustee will satisfy and discharge the liability of the Corporation for the Debentures to which the delivery of Common Shares certificates relates to the extent of the amount delivered (plus the amount remitted to the proper tax authority obtained from of any Freely Tradeable Common Shares certificates sold to pay applicable taxes in accordance with this Section 4.9(j)4.10) and such Debentures will thereafter to that extent not be considered as outstanding under this Indenture and such holder will have no other right in regard thereto other than to receive out of the Common Shares certificates so delivered, the Common Shares certificate(s) to which it is entitled. (e) No fractional Freely Tradeable Common Shares will shall be delivered upon the exercise of the Common Share Repayment Right but, in lieu thereof, the Corporation will shall pay to the Debenture Trustee for the account of the holders, at the time contemplated in Section 2.9subsection 4.10(d), the cash equivalent thereof determined on the basis of the Current Market Price of the Common Shares on the Maturity Date (less applicable Withholding Taxesany tax required by law to be deducted, if any). (f) A registered holder will shall be treated as the Shareholder shareholder of record of the Freely Tradeable Common Shares issued on due exercise by the Corporation of its Common Share Repayment Right effective immediately after the close of business on the Maturity Date, and will shall be entitled to all substitutions therefor, all income earned thereon or accretions thereto and all dividends or distributions (including dividends or distributions in kind) thereon and arising thereafter, and in the event that the Debenture Trustee receives the same, it will shall hold the same in trust for the benefit of such holder. (g) The Corporation will 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 Common Share Repayment Right as provided herein, and will 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 will shall be issuable in such event. All Freely Tradeable Common Shares which will shall be so issuable will shall be duly and validly issued as fully paid and non-assessable. (h) The Corporation will shall comply with all Applicable Securities Legislation regulating the issue and delivery of Freely Tradeable Common Shares upon exercise of the Common Share Repayment Right and will shall cause to be listed and posted for trading such Freely Tradeable Common Shares on the TSXV or such other each stock exchange on which the Common Shares are then listed. (i) The Corporation will shall from time to time promptly pay pay, or make provision satisfactory to the Debenture Trustee for the payment of, all taxes and charges which may be imposed by the laws of Canada or any province or territory thereof (except income tax, Withholding Tax withholding tax or security transfer tax, if any) which will 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 Indenture. (j) If the Corporation elects to satisfy its obligation to pay all or any portion of the principal amount of Debentures due on maturity by issuing Freely Tradeable Common Shares in accordance with this Section 4.9 and if the principal amount (or any portion thereof) to which a holder is entitled is subject to Withholding Taxes and the amount of the cash payment of the principal amount due on maturity, if any, is insufficient to satisfy such Withholding Taxes, the Debenture Trustee, on the Written Direction of the Corporation but for the account of the holder (i) will sell, or cause to be sold, through the investment banks, brokers or dealers specified by the Corporation, out of the Freely Tradeable Common Shares issued by the Corporation for the account of such holder for this purpose, such number of Freely Tradeable Common Shares that together with the cash component of the principal amount due on maturity is sufficient to yield net proceeds (after payment of all costs) to cover the amount of taxes required to be withheld, and (ii) will remit such amount withheld on behalf of the Corporation to the proper tax authorities within the period of time prescribed for this purpose under applicable laws. (k) Certificates representing Freely Tradeable Common Shares issued in respect of the Common Share Repayment Right may have imprinted or otherwise reproduced thereon such legend or legends or endorsements as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform to general usage. (l) Subject to Article 10, interest Interest accrued and unpaid on the Debentures on the Maturity Date will be paid (less applicable Withholding Taxes, if any) to holders of Debentures, in cash, in the manner contemplated in Section 2.102.14, subject to the ability of the Corporation to issue Common Shares as provided in Article 10.

Right to Repay Principal Amount in Common Shares. (a) Subject to the receipt of any required regulatory approvals, the provisions governing any series of Debentures and the other provisions of this Section 4.9 and applicable regulatory approval4.10, the Corporation may, at its option, in exchange for or in lieu of paying repaying the Debentures in money, elect to satisfy its obligation to repay the principal amount of all or any portion of the principal amount of the Debentures outstanding in moneyoutstanding, elect to satisfy its obligation to repay all or any portion of the principal amount of the Debentures outstanding by issuing and delivering to holders on the Maturity Date, for each $1,000 due, Date of such Debentures that number of Freely Tradeable Tradable Common Shares obtained by dividing $1,000 the principal amount of the Debentures (or applicable portion thereof to be satisfied by the issuance and delivery of Freely Tradable Common Shares) by 95% of the then Current Market Price of the Common Shares on the Maturity Date (the “"Common Share Repayment Right”) on the Maturity Date"). (b) The Corporation will shall exercise the Common Share Repayment Right by so specifying in the Maturity Notice, which will shall be delivered to the Debenture Trustee and the holders of Debentures not more than 60 days and not less than 30 40 days prior to the Maturity Date, and which shall also specify the aggregate principal amount of Debentures in respect of which it is exercising the Common Share Repayment Right on the Maturity Date. (c) The Corporation’s 's right to exercise the Common Share Repayment Right is shall be conditional upon the following conditions being met on the Business Day preceding the Maturity Date: (i) the issuance of the Common Shares on the exercise of the Common Share Repayment Right will shall be made in accordance with Applicable Securities Legislation of the jurisdiction(s) in which such Common Shares are to be issued and such Common Shares will shall be issued as Freely Tradeable Tradable Common Shares.Shares in such jurisdiction(s); (ii) the listing of such additional Freely Tradeable Tradable Common Shares shall be listed on each stock exchange on which the Common Shares are then listed; (iii) the Corporation being shall be a reporting issuer or the equivalent in good standing under Applicable Securities Legislation where the distribution of such Freely Tradeable Tradable Common Shares occurs; (iv) no Event of Default will shall have occurred and be continuing; (v) the receipt by the Debenture Trustee of shall have received an Officer’s 's Certificate stating that conditions (i), (ii), (iii) and (iv) above have been satisfied and setting forth the number of Common Shares to be delivered for each $US$1,000 principal amount of Debentures and the Current Market Price of the Common Shares on the Maturity Date in accordance with the provisions of Section 4.9(a)Date; and (vi) the receipt by the Debenture Trustee of shall have received an opinion of Counsel 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 or on a list of reporting issuers in default issued or maintained by the relevant securities authorities, condition (iii) above is satisfied, except that the opinion in respect of condition (iii) need not be expressed with respect to those provinces where such certificates are not issued or lists are not issuedmaintained. If the foregoing conditions are not satisfied prior to the close of business on the Business Day preceding the Maturity Date, the Corporation will shall pay the principal amount of the Debentures outstanding in cash in accordance with Section 2.9Sections 2.13 and 4.11, unless the Debentureholders waive Debentureholder waives the conditions which are not satisfied by way satisfied. For greater certainty, if the foregoing conditions are met with respect to certain holders only, the Corporation will be entitled to exercise the Common Share Repayment Right in respect of Extraordinary Resolutionsuch holders, and shall pay the principal amount of the Debentures of the other holders in cash as aforementioned. (d) In the event that the Corporation duly exercises its Common Share Repayment Right, the Corporation will shall on or before 10:00 11:00 a.m. (Montréal Toronto time) on the Business Day immediately prior to the Maturity Date, Date deliver to the Debenture Trustee or will arrange through its transfer agent for the Common Shares, for delivery to and on account of the holders, upon the due presentation and surrender of the DebenturesDebentures for payment on the Maturity Date, at any place where a register is maintained pursuant to ARTICLE III or any other place specified in the Maturity Notice, of certificates representing the Freely Tradeable Tradable Common Shares to which such holders are entitled. The Corporation will shall also deposit with the Debenture Trustee a sum of money sufficient to pay any charges or expenses which may be incurred by the Debenture Trustee in connection with the Common Share Repayment Right. Every such deposit will shall be irrevocable. From the Common Shares certificates so deposited in addition to amounts payable by the Debenture Trustee pursuant to Section 2.9Sections 2.13 and 4.11, the Debenture Trustee will shall pay or cause to be paid, to the holders of such Debentures Debentures, upon surrender of such Debentures, the principal amount of and premium (if any) on the Debentures to which they are respectively entitled on maturity and deliver to such holders the Common Shares certificates to which such holders are entitled. The delivery of such Common Shares certificates to the Debenture Trustee will satisfy and discharge the liability of the Corporation for the Debentures to which the delivery of Common Shares certificates relates to the extent of the amount delivered (plus the amount remitted to the proper tax authority obtained from of any Freely Tradeable Common Shares sold to pay applicable taxes in accordance with this Section 4.9(j)4.10) and such Debentures will thereafter to that extent not be considered as outstanding under this Indenture and such holder will have no other right in regard thereto other than to receive out of the Common Shares certificates so delivered, the Common Shares certificate(s) to which it is entitled. (e) No fractional Freely Tradable Common Shares will shall be delivered upon the exercise of the Common Share Repayment Right but, in lieu thereof, the Corporation will shall pay to the Debenture Trustee for the account of the holders, at the time contemplated in Section 2.94.10(d), the cash equivalent thereof determined on the basis of the Current Market Price of the Common Shares on the Maturity Date (less applicable Withholding Taxesany tax required to be deducted, if any). (f) A registered holder will shall be treated as the Shareholder shareholder of record of the Freely Tradeable Tradable Common Shares issued on due exercise by the Corporation of its Common Share Repayment Right effective immediately after the close of business on the Maturity Date, and will shall be entitled to all substitutions therefor, all income earned thereon or accretions thereto and all dividends or distributions (including distributions and dividends in kind) thereon and arising thereafter, and in the event that the Debenture Trustee receives the same, it will shall hold the same in trust for the benefit of such holder. (g) The Corporation will 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 Common Share Repayment Right as provided herein, and will shall issue to Debentureholders to whom Freely Tradeable Tradable Common Shares will be issued pursuant to exercise of the Common Share Repayment Right, such number of Freely Tradeable Tradable Common Shares as will shall be issuable in such event. All Freely Tradeable Tradable Common Shares which will shall be so issuable will shall be duly and validly issued as fully paid and non-assessable. (h) The Corporation will shall comply with all Applicable Securities Legislation regulating the issue and delivery of Freely Tradeable Tradable Common Shares upon exercise of the Common Share Repayment Right and will shall cause to be listed and posted for trading such Freely Tradeable Tradable Common Shares on the TSXV or such other each stock exchange on which the Common Shares are then listed. (i) The Corporation will shall from time to time promptly pay pay, or make provision satisfactory to the Trustee for 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 withholding tax or security transfer tax, if any) which will shall be payable with respect to the issuance or delivery of Freely Tradeable Tradable Common Shares to holders upon exercise of the Common Share Repayment Right pursuant to the terms of the Debentures and of this Indenture. (j) If the Corporation elects to satisfy its obligation to pay all or any portion of the principal amount of Debentures due on maturity by issuing Freely Tradeable Tradable Common Shares in accordance with this Section 4.9 4.10 and if the principal amount (or any portion thereof) to which a holder is entitled is subject to Withholding Taxes withholding taxes and the amount of the cash payment of the principal amount due on maturity, if any, is insufficient to satisfy such Withholding Taxeswithholding taxes, the Debenture Trustee, on the Written Direction of the Corporation but for the account of the holder (i) will holder, shall sell, or cause to be sold, through the investment banks, brokers or dealers specified selected by the Corporation, out of the Freely Tradeable Tradable Common Shares issued by the Corporation for the account of such holder for this purpose, such number of Freely Tradeable Tradable Common Shares that together with the cash component of the principal amount due on maturity is sufficient to yield net proceeds (after payment of all costs) to cover the amount of taxes required to be withheldwithheld or deducted, and (ii) will the Trustee shall deduct or withhold such net proceeds and remit such amount withheld same on behalf of the Corporation to the proper tax authorities appropriate governmental authority, as and when required within the period of time prescribed for this purpose under applicable laws. Any amounts of net proceeds (after payment of all costs) in excess of the amount required to cover applicable tax required by applicable law to be withheld or deducted will be remitted to the Debentureholder. (k) Certificates representing Freely Tradeable Common Shares issued in respect of the Common Share Repayment Right may have imprinted or otherwise reproduced thereon such legend or legends or endorsements as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform to general usage. (l) Subject to Article 10, interest Interest accrued and unpaid on the Debentures on the Maturity Date will be paid (less applicable Withholding Taxes, if any) to holders of Debentures, in cash, in the manner contemplated in Section 2.102.14.

Right to Repay Principal Amount in Common Shares. (a) Subject to the receipt of any required regulatory approvals, the provisions governing any series of Debentures and the other provisions of this Section 4.9 and applicable regulatory approval4.10, the Corporation may, at its option, in exchange for or in lieu of paying all or any portion of repaying the principal amount of the Debentures outstanding in money, elect to satisfy its obligation to repay all or any portion of the principal amount of the Debentures outstanding by issuing and delivering to holders on the Maturity Date, for each $1,000 due, Date of such Debentures that number of Freely Tradeable Common Shares obtained by dividing $1,000 the principal amount of the Debentures (or applicable portion thereof to be satisfied by the issuance and delivery of Freely Tradeable Common Shares) by 95% of the then Current Market Price of the Common Shares (which will be calculated based on the “20 consecutive trading days ending five trading days before the Maturity Date) (the "Common Share Repayment Right”) on the Maturity Date"). (b) The Corporation will shall exercise the Common Share Repayment Right by so specifying in the Maturity Notice, which will shall be delivered to the Debenture Trustee and the holders of Debentures not more than 60 days and not less than 30 40 days prior to the Maturity Date, and which shall also specify the aggregate principal amount of Debentures in respect of which it is exercising the Common Share Repayment Right on the Maturity Date. (c) The Corporation’s 's right to exercise the Common Share Repayment Right is shall be conditional upon the following conditions being met on the Business Day preceding the Maturity Date: (i) the issuance of the Common Shares on the exercise of the Common Share Repayment Right will shall be made in accordance with Applicable Securities Legislation and such Common Shares will shall be issued as Freely Tradeable Common Shares.; (ii) the listing of Common Shares shall be listed on the TSX or such other recognized stock exchange and such additional Freely Tradeable Common Shares shall be listed on each stock exchange on which the Common Shares are then listed; (iii) the Corporation being shall be a reporting issuer in good standing under Applicable Securities Legislation where the distribution of such Freely Tradeable Common Shares occurs; (iv) no Event of Default will shall have occurred and be continuing; (v) the receipt by Corporation shall be in compliance with Section 7.11; (vi) the Debenture Trustee of shall have received an Officer’s Officers' Certificate stating that conditions (i), (ii), (iii), (iv) and (ivv) above have been satisfied and setting forth the number of Common Shares to be delivered for each $1,000 principal amount of Debentures and the Current Market Price of the Common Shares on the Maturity Date in accordance with the provisions of Section 4.9(a)Date; and (vivii) the receipt by the Debenture Trustee of shall have received an opinion of Counsel 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 lists of good standing or list of reporting issuers in default issued maintained by the relevant securities authorities, condition (iii) above is satisfied, except that the opinion in respect of condition (iii) need not be expressed with respect to those provinces where such certificates or lists are not issuedmaintained. If the foregoing conditions are not satisfied prior to the close of business on the Business Day preceding the Maturity Date, the Corporation will shall pay the principal amount of the Debentures outstanding entirely in cash in accordance with Section 2.92.13, unless the Debentureholders waive Debentureholder waives the conditions which are not satisfied by way satisfied. The Corporation may not change the form of Extraordinary Resolutioncomponents or percentages of consideration to be paid for the Debentures once it has given the notice required to be given to Debentureholders hereunder, except as described in the preceding sentence. When the Corporation determines the actual number of Common Shares to be issued pursuant to the exercise of its Common Share Repayment Right, it will issue a press release on a national newswire disclosing the Current Market Price and such actual number of Common Shares. (d) In the event that the Corporation duly exercises its Common Share Repayment Right, upon presentation and surrender of the Corporation will on or before 10:00 a.m. (Montréal time) Debentures for payment on the Maturity Date, deliver at any place where a register is maintained pursuant to Article 3 or any other place specified in the Maturity Notice, the Corporation shall on or before 11:00 a.m. (Calgary time) on the Business Day immediately prior to the Debenture Maturity Date make the delivery to the Trustee or will arrange through its transfer agent for the Common Shares, for delivery to and on account of the holders, upon the due presentation and surrender of the Debentures, the Freely Tradeable Common Shares to which such holders are entitled. The Corporation will shall also deposit with the Debenture Trustee a sum of money sufficient to pay all accrued and unpaid interest on the Debentures and any charges or expenses which may be incurred by the Debenture Trustee in connection with the Common Share Repayment Right. Every such deposit will shall be irrevocable. From the Common Shares so deposited in addition to amounts payable by the Debenture Trustee pursuant to Section 2.92.13, the Debenture Trustee will shall pay or cause to be paid, to the holders of such Debentures Debentures, upon surrender of such Debentures, the principal amount of and premium (if any) on the Debentures to which they are respectively entitled on maturity and deliver to such holders the Common Shares to which such holders are entitled. The delivery of such Common Shares shares to the Debenture Trustee will satisfy and discharge the liability of the Corporation for the Debentures to which the delivery of Common Shares shares relates to the extent of the amount delivered (plus the amount remitted to the proper tax authority obtained from of any Freely Tradeable Common Shares shares sold to pay applicable taxes in accordance with this Section 4.9(j)4.10) and such Debentures will thereafter to that extent not be considered as outstanding under this Indenture and such holder will have no other right in regard thereto other than to receive out of the Common Shares shares so delivered, the Common Shares share(s) to which it is entitled. (e) No fractional Common Shares will be delivered upon the exercise of the Common Share Repayment Right but, in lieu thereof, the Corporation will pay to the Debenture Trustee for the account of the holders, at the time contemplated in Section 2.9, the cash equivalent thereof determined on the basis of the Current Market Price of the Common Shares on the Maturity Date (less applicable Withholding Taxes, if any). (f) A registered holder will be treated as the Shareholder of record of the Freely Tradeable Common Shares issued on due exercise by the Corporation of its Common Share Repayment Right effective immediately after the close of business on the Maturity Date, and will be entitled to all substitutions therefor, all income earned thereon or accretions thereto and all dividends (including dividends in kind) thereon and arising thereafter, and in the event that the Debenture Trustee receives the same, it will hold the same in trust for the benefit of such holder. (g) The Corporation will 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 Common Share Repayment Right as provided herein, and will 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 will be issuable in such event. All Freely Tradeable Common Shares which will be so issuable will be duly and validly issued as fully paid and non-assessable. (h) The Corporation will comply with all Applicable Securities Legislation regulating the issue and delivery of Freely Tradeable Common Shares upon exercise of the Common Share Repayment Right and will cause to be listed and posted for trading such Freely Tradeable Common Shares on the TSXV or such other exchange on which the Common Shares are then listed. (i) The Corporation will from time to time promptly pay all taxes and charges which may be imposed by the laws of Canada or any province thereof (except income tax, Withholding Tax or security transfer tax, if any) which will 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 Indenture. (j) If the Corporation elects to satisfy its obligation to pay all or any portion of the principal amount of Debentures due on maturity by issuing Freely Tradeable Common Shares in accordance with this Section 4.9 and if the principal amount (or any portion thereof) to which a holder is entitled is subject to Withholding Taxes and the amount of the cash payment of the principal amount due on maturity, if any, is insufficient to satisfy such Withholding Taxes, the Debenture Trustee, on the Written Direction of the Corporation but for the account of the holder (i) will sell, or cause to be sold, through the investment banks, brokers or dealers specified by the Corporation, out of the Freely Tradeable Common Shares issued by the Corporation for the account of such holder for this purpose, such number of Freely Tradeable Common Shares that together with the cash component of the principal amount due on maturity is sufficient to yield net proceeds (after payment of all costs) to cover the amount of taxes required to be withheld, and (ii) will remit such amount withheld on behalf of the Corporation to the proper tax authorities within the period of time prescribed for this purpose under applicable laws. (k) Certificates representing Freely Tradeable Common Shares issued in respect of the Common Share Repayment Right may have imprinted or otherwise reproduced thereon such legend or legends or endorsements as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform to general usage. (l) Subject to Article 10, interest accrued and unpaid on the Debentures on the Maturity Date will be paid (less applicable Withholding Taxes, if any) to holders of Debentures, in cash, in the manner contemplated in Section 2.10.

Right to Repay Principal Amount in Common Shares. (a) Subject to the receipt of any required regulatory approvals and the other provisions of this Section 4.9 and applicable regulatory approval4.1, the Corporation may, at its option, in exchange for or in lieu of paying all or any portion of the principal amount of repaying the Debentures outstanding in money, elect to satisfy its obligation to repay all or any portion of the principal amount of the Debentures outstanding outstanding, by issuing and delivering to holders on the Maturity Date, for each $1,000 due, Date of such Debentures that number of Freely Tradeable Common Shares obtained by dividing $1,000 the principal amount of the Debentures (or applicable portion thereof to be satisfied by 95the issuance and delivery of Common Shares) by 90% of the Current Market Price VWAP of the Common Shares on the TSX for the five consecutive trading days immediately preceding (but not including) the Maturity Date (the “Common Share Repayment Right”) on ); provided that all accrued and unpaid interest thereon shall be payable to the Maturity Dateholder in cash. (b) The Corporation will shall exercise the Common Share Repayment Right by so specifying in the Maturity Notice, which will shall be delivered to the Debenture Trustee and the holders of Debentures not more than 60 days and not less than 30 10 days prior to the Maturity Date, and which shall also specify the aggregate principal amount of Debentures in respect of which it is exercising the Common Share Repayment Right on the Maturity Date. (c) The Corporation’s right to exercise the Common Share Repayment Right is shall be conditional upon the following conditions being met on the Business Day preceding the Maturity Date: (i) the issuance of the Common Shares on the exercise of the Common Share Repayment Right will be made in accordance with Applicable Securities Legislation and such Common Shares will be issued as Freely Tradeable Common Shares.; (ii) the listing of such additional Freely Tradeable Common Shares on each stock exchange on which the Common Shares are then listed; (iii) the Corporation being a reporting issuer in good standing under Applicable Securities Legislation where the distribution of such Freely Tradeable Common Shares occurs; (iv) no Event of Default will Trustee shall have occurred and be continuing; (v) the receipt by the Debenture Trustee of received an Officer’s Officers’ Certificate stating that conditions (i), (ii), (iii) and (iv) above have been satisfied and setting forth the number of Common Shares to be delivered for each $1,000 principal amount of Debentures and the Current Market Price VWAP of the Common Shares on the TSX for the five consecutive trading days immediately preceding (but not including) the Maturity Date in accordance with the provisions of Section 4.9(a)Date; and (viii) the receipt by the Debenture Trustee of shall have received an opinion of Counsel 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 or list of reporting issuers in default issued by the relevant securities authorities, condition (iii) above is satisfied, except that the opinion in respect of condition (iii) need not be expressed with respect to those provinces where such certificates or lists are not issued. If the foregoing conditions are not satisfied prior to the close of business on the Business Day preceding the Maturity Date, the Corporation will shall pay the principal amount of the Debentures outstanding entirely in cash in accordance with Section 2.92.12, unless the Debentureholders waive Debentureholder waives the conditions which are not satisfied by way of Extraordinary Resolutionsatisfied. (d) In the event that the Corporation duly exercises its Common Share Repayment Right, upon presentation and surrender of the Corporation will on or before 10:00 a.m. (Montréal time) Debentures for payment on the Maturity Date, deliver at any place where a register is maintained pursuant to Article 3 or any other place specified in the Maturity Notice, the Corporation shall on or before 11:00 a.m. (Toronto time) on the Business Day immediately prior to the Debenture Maturity Date make the delivery to the Trustee or will arrange through its transfer agent for the Common Shares, for delivery to and on account of the holders, upon of certificates representing the due presentation and surrender of the Debentures, the Freely Tradeable Common Shares to which such holders are entitled. The Corporation will shall also deposit with the Debenture Trustee a sum of money sufficient to pay any charges or expenses which may be incurred by the Debenture Trustee in connection with the Common Share Repayment Right. Every such deposit will shall be irrevocable. From the Common Shares certificates so deposited in addition to amounts payable by the Debenture Trustee pursuant to Section 2.92.12, the Debenture Trustee will shall pay or cause to be paid, to the holders of such Debentures Debentures, upon surrender of such Debentures, the principal amount of and premium (if any) on the Debentures to which they are respectively entitled on maturity and deliver to such holders the Common Shares certificates to which such holders are entitled. The delivery of such Common Shares certificates to the Debenture Trustee will satisfy and discharge the liability of the Corporation for the Debentures to which the delivery of Common Shares certificates relates to the extent of the amount delivered (plus the amount remitted to the proper tax authority obtained from of any Freely Tradeable Common Shares certificates sold to pay applicable taxes in accordance with this Section 4.9(j)4.1) and such Debentures will thereafter to that extent not be considered as outstanding under this Indenture and such holder will have no other right in regard thereto other than to receive out of the Common Shares certificates so delivered, the Common Shares certificate(s) to which it is entitled. (e) No fractional Common Shares will be delivered upon the exercise of the Common Share Repayment Right but, in lieu thereof, the Corporation will pay to the Debenture Trustee for the account of the holders, at the time contemplated in Section 2.9, the cash equivalent thereof determined on the basis of the Current Market Price of the Common Shares on the Maturity Date (less applicable Withholding Taxes, if any). (f) A registered holder will be treated as the Shareholder of record of the Freely Tradeable Common Shares issued on due exercise by the Corporation of its Common Share Repayment Right effective immediately after the close of business on the Maturity Date, and will be entitled to all substitutions therefor, all income earned thereon or accretions thereto and all dividends (including dividends in kind) thereon and arising thereafter, and in the event that the Debenture Trustee receives the same, it will hold the same in trust for the benefit of such holder. (g) The Corporation will 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 Common Share Repayment Right as provided herein, and will 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 will be issuable in such event. All Freely Tradeable Common Shares which will be so issuable will be duly and validly issued as fully paid and non-assessable. (h) The Corporation will comply with all Applicable Securities Legislation regulating the issue and delivery of Freely Tradeable Common Shares upon exercise of the Common Share Repayment Right and will cause to be listed and posted for trading such Freely Tradeable Common Shares on the TSXV or such other exchange on which the Common Shares are then listed. (i) The Corporation will from time to time promptly pay all taxes and charges which may be imposed by the laws of Canada or any province thereof (except income tax, Withholding Tax or security transfer tax, if any) which will 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 Indenture. (j) If the Corporation elects to satisfy its obligation to pay all or any portion of the principal amount of Debentures due on maturity by issuing Freely Tradeable Common Shares in accordance with this Section 4.9 and if the principal amount (or any portion thereof) to which a holder is entitled is subject to Withholding Taxes and the amount of the cash payment of the principal amount due on maturity, if any, is insufficient to satisfy such Withholding Taxes, the Debenture Trustee, on the Written Direction of the Corporation but for the account of the holder (i) will sell, or cause to be sold, through the investment banks, brokers or dealers specified by the Corporation, out of the Freely Tradeable Common Shares issued by the Corporation for the account of such holder for this purpose, such number of Freely Tradeable Common Shares that together with the cash component of the principal amount due on maturity is sufficient to yield net proceeds (after payment of all costs) to cover the amount of taxes required to be withheld, and (ii) will remit such amount withheld on behalf of the Corporation to the proper tax authorities within the period of time prescribed for this purpose under applicable laws. (k) Certificates representing Freely Tradeable Common Shares issued in respect of the Common Share Repayment Right may have imprinted or otherwise reproduced thereon such legend or legends or endorsements as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform to general usage. (l) Subject to Article 10, interest accrued and unpaid on the Debentures on the Maturity Date will be paid (less applicable Withholding Taxes, if any) to holders of Debentures, in cash, in the manner contemplated in Section 2.10.

Right to Repay Principal Amount in Common Shares. (a) Subject to the receipt of any required regulatory and/or stock exchange approvals, the provisions governing any series of Debentures and the other provisions of this Section 4.9 and applicable regulatory approval4.10, the Corporation may, at its option, in exchange for or in lieu of paying all or any portion of the principal amount of repaying the Debentures outstanding in money, elect to satisfy its obligation to repay all or any portion of the principal amount of the Debentures outstanding outstanding, by issuing and delivering to holders on the Maturity Date, for each $1,000 due, Date of such Debentures that number of Freely Tradeable Tradable Common Shares obtained by dividing $1,000 the relevant portion of the principal amount of the Debentures (or applicable portion thereof to be satisfied by the issuance and delivery of Freely Tradable Common Shares) by 95% of the then Current Market Price of the Common Shares on the Maturity Date (the “"Common Share Repayment Right”) on the Maturity Date"). (b) The Corporation will shall exercise the Common Share Repayment Right by so specifying in the Maturity Notice, which will shall be delivered to the Debenture Trustee and the holders of Debentures not more than 60 days and not less than 30 40 days prior to the Maturity Date, and which shall also specify the aggregate principal amount of Debentures in respect of which it is exercising the Common Share Repayment Right on the Maturity Date. (c) The Corporation’s 's right to exercise the Common Share Repayment Right is shall be conditional upon the following conditions being met on the Business Day preceding the Maturity Date: (i) the issuance of the Common Shares on the exercise of the Common Share Repayment Right will shall be made in accordance with Applicable Securities Legislation and such Common Shares will shall be issued as Freely Tradeable Tradable Common Shares.; (ii) the listing of such additional Freely Tradeable Tradable Common Shares shall be listed on each stock exchange on which the Common Shares are then listed; (iii) the Corporation being shall be a reporting issuer or the equivalent in good standing under Applicable Securities Legislation where the distribution of such Freely Tradeable Common Shares occursLegislation; (iv) no Event of Default will shall have occurred and be continuing; (v) the receipt by the Debenture Trustee of shall have received an Officer’s 's Certificate stating that conditions (i), (ii), (iii) and (iv) above have been satisfied and setting forth the number of Common Shares to be delivered for each $1,000 principal amount of Debentures and the Current Market Price of the Common Shares on the Maturity Date in accordance with the provisions of Section 4.9(a)Date; and (vi) the receipt by the Debenture Trustee of shall have received an opinion of Counsel 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 (iii) and (iiiii) above have been satisfied and that, relying exclusively on certificates of good standing or on a list of reporting issuers in default issued or maintained by the relevant securities authorities, condition (iiii) above is satisfied, except that the opinion in respect of condition (i) and (iii) need not be expressed with respect to those provinces where such certificates are not issued or lists are not issuedmaintained. If the foregoing conditions are not satisfied prior to the close of business on the Business Day preceding the Maturity Date, the Corporation will shall pay the principal amount of the Debentures outstanding in cash in accordance with Section 2.92.13 and Section 4.11, unless the Debentureholders waive waive, by Extraordinary Resolution, the conditions which are not satisfied by way satisfied. For greater certainty, if the foregoing conditions are met with respect to certain holders only, the Corporation will be entitled to exercise the Common Share Repayment Right in respect of Extraordinary Resolutionsuch holders, and shall pay the principal amount of the Debentures of the other holders in cash as aforementioned. (d) In the event that the Corporation duly exercises its Common Share Repayment Right, the Corporation will shall on or before 10:00 11:00 a.m. (Montréal Toronto time) on the Business Day immediately prior to the Maturity Date, Date deliver to the Debenture Trustee or will arrange through its transfer agent for the Common Shares, for delivery to and on account of the holders, upon the due presentation and surrender of the DebenturesDebentures for payment on the Maturity Date, at any place where a register is maintained pursuant to Article 3 or any other place specified in the Maturity Notice, certificates representing the Freely Tradeable Tradable Common Shares to which such holders are entitled. The Corporation will shall also deposit with the Debenture Trustee a sum of money sufficient to pay any charges or expenses which may be incurred by the Debenture Trustee in connection with the Common Share Repayment Right. Every such deposit will shall be irrevocable. From the Common Shares certificates so deposited in addition to amounts payable by the Debenture Trustee pursuant to Section 2.92.13 and Section 4.11, the Debenture Trustee will shall pay or cause to be paid, to the holders of such Debentures Debentures, upon surrender of such Debentures, the principal amount of and premium (if any) on the Debentures to which they are respectively entitled on maturity and deliver to such holders the Common Shares certificates to which such holders are entitled. The delivery of such Common Shares certificates to the Debenture Trustee will satisfy and discharge the liability of the Corporation for the Debentures to which the delivery of Common Shares certificates relates to the extent of the amount delivered (plus the amount remitted to the proper tax authority obtained from of any Freely Tradeable Common Shares sold to pay applicable taxes in accordance with this Section 4.9(j)4.10) and such Debentures will thereafter to that extent not be considered as outstanding under this Indenture and such holder will have no other right in regard thereto other than to receive out of the Common Shares certificates so delivered, the Common Shares certificate(s) to which it is entitled. (e) No fractional Freely Tradable Common Shares will shall be delivered upon the exercise of the Common Share Repayment Right but, in lieu thereof, the Corporation will shall pay to the Debenture Trustee for the account of the holders, at the time contemplated in Section 2.94.10(d), the cash equivalent thereof determined on the basis of the Current Market Price of the Common Shares on the Maturity Date (less applicable Withholding Taxesany tax required to be deducted, if any). (f) A registered holder will shall be treated as the Shareholder shareholder of record of the Freely Tradeable Tradable Common Shares issued on due exercise by the Corporation of its Common Share Repayment Right effective immediately after the close of business on the Maturity Date, and will shall be entitled to all substitutions therefor, all income earned thereon or accretions thereto and all dividends or distributions (including distributions and dividends in kind) thereon and arising thereafter, and in the event that the Debenture Trustee receives the same, it will shall hold the same in trust for the benefit of such holder. (g) The Corporation will 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 Common Share Repayment Right as provided herein, and will shall issue to Debentureholders to whom Freely Tradeable Tradable Common Shares will be issued pursuant to exercise of the Common Share Repayment Right, such number of Freely Tradeable Tradable Common Shares as will shall be issuable in such event. All Freely Tradeable Tradable Common Shares which will shall be so issuable will shall be duly and validly issued as fully paid and non-assessable. (h) The Corporation will comply with all Applicable Securities Legislation regulating the issue and delivery of Freely Tradeable Common Shares upon exercise of the Common Share Repayment Right and will cause to be listed and posted for trading such Freely Tradeable Common Shares on the TSXV or such other exchange on which the Common Shares are then listed. (i) The Corporation will shall from time to time promptly pay pay, or make provision satisfactory to the Trustee for the payment of, all taxes and charges which may be imposed by the laws of Canada or any province thereof (except except, subject to Section 2.15, income tax, Withholding Tax withholding tax or security transfer tax, if any) which will shall be payable with respect to the issuance or delivery of Freely Tradeable Tradable Common Shares to holders upon exercise of the Common Share Repayment Right pursuant to the terms of the Debentures and of this Indenture. (ji) If the Corporation elects to satisfy its obligation to pay all or any portion of the principal amount of Debentures due on maturity by issuing Freely Tradeable Tradable Common Shares in accordance with this Section 4.9 4.10 and if the principal amount (or any portion thereof) to which a holder is entitled is subject to Withholding Taxes withholding taxes and the amount of the cash payment of the principal amount due on maturity, if any, is insufficient to satisfy such Withholding Taxeswithholding taxes, the Debenture Trustee, on the Written Direction of the Corporation but for the account of the holder (i) will sellholder, or cause shall facilitate the delivery of the number of Freely Tradable Common Shares required to be sold, through issued and sold by the Corporation for this purpose to those investment banks, brokers or dealers specified by the Corporation, out of the Freely Tradeable Common Shares issued selected by the Corporation for and at the account of price agreed between the Corporation and such holder for this purposeinvestment banks, brokers or dealers (which may be the market price from time to time or based thereon), such number of Freely Tradeable Tradable Common Shares that together with the cash component of the principal amount due on maturity is sufficient to yield net proceeds (after payment of all costs) to cover the amount of taxes required to be withheldwithheld or deducted, and (ii) will the Trustee shall deduct or withhold such net proceeds and remit such amount withheld same on behalf of the Corporation to the proper tax authorities appropriate governmental authority, as and when required within the period of time prescribed for this purpose under applicable laws. Any amounts of net proceeds (after payment of all costs) in excess of the amount required to cover applicable tax required by applicable law to be withheld or deducted will be remitted to the Debentureholder. (kj) Certificates representing Freely Tradeable Common Shares issued in respect of the Common Share Repayment Right may have imprinted or otherwise reproduced thereon such legend or legends or endorsements as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform to general usage. (l) Subject to Article 10, interest Interest accrued and unpaid on the Debentures on the Maturity Date will be paid (less applicable Withholding Taxes, if any) to holders of Debentures, in cash, in the manner contemplated in Section 2.102.14.

Right to Repay Principal Amount in Common Shares. (a) Subject to the receipt of any required regulatory approvals and the other provisions of this Section 4.9 and applicable regulatory approval4.10, the Corporation may, at its option, in exchange for or in lieu of paying all or any portion of the principal amount of repaying the Debentures outstanding in money, elect to satisfy its obligation to repay the principal amount of all or any portion of the principal amount of the Debentures outstanding by issuing and delivering to holders on the Maturity Date, for each $1,000 due, Date of such Debentures that number of Freely Tradeable Common Shares obtained by dividing $1,000 the principal amount of the Debentures (or applicable portion thereof to be satisfied by the issuance and delivery of Freely Tradeable Common Shares) together with all accrued and unpaid interest thereon by 95% of the then Current Market Price of the Common Shares (which will be calculated based on the 20 consecutive trading days ending five trading days before the Maturity Date) (the “Common Share Repayment Right”) on ); provided that all accrued and unpaid interest thereon shall be payable to the Maturity Dateholder in cash. (b) The Corporation will shall exercise the Common Share Repayment Right by so specifying in the Maturity Notice, which will shall be delivered to the Debenture Trustee and the holders of Debentures not more than 60 days and not less than 30 40 days prior to the Maturity Date, and which shall also specify the aggregate principal amount of Debentures in respect of which it is exercising the Common Share Repayment Right on the Maturity Date. (c) The Corporation’s right to exercise the Common Share Repayment Right is shall be conditional upon the following conditions being met on the Business Day preceding the Maturity Date: (i) the issuance of the Common Shares on the exercise of the Common Share Repayment Right will shall be made in accordance with Applicable Securities Legislation and such Common Shares will shall be issued as Freely Tradeable Common Shares.; (ii) the listing of such additional Freely Tradeable Common Shares shall be listed on each stock exchange on which the Common Shares are then listed, the Toronto Stock Exchange or a national securities exchange or quoted in an inter-dealer quotation system of any registered national securities association; (iii) the Corporation being shall be a reporting issuer in good standing under Applicable Securities Legislation where the distribution of such Freely Tradeable Common Shares occurs; (iv) no Event of Default will shall have occurred and be continuing; (v) the receipt by the Debenture Trustee of shall have received an Officer’s Officers’ Certificate stating that conditions (i), (ii), . (iii) and (iv) above have been satisfied and setting forth the number of Common Shares to be delivered for each $1,000 principal amount of Debentures and the Current Market Price of the Common Shares on the Maturity Date in accordance with the provisions of Section 4.9(a)Date; and (vi) the receipt by the Debenture Trustee of shall have received an opinion of Counsel 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 or list of reporting issuers in default issued by the relevant securities authorities, condition (iii) above is satisfied, except that the opinion in respect of condition (iii) need not be expressed with respect to those provinces where such certificates or lists are not issued. If the foregoing conditions are not satisfied prior to the close of business on the Business Day preceding the Maturity Date, the Corporation will shall pay the principal amount of the Debentures outstanding entirely in cash in accordance with Section 2.92.13, unless the Debentureholders waive Debentureholder waives the conditions which are not satisfied by way satisfied. The Corporation may not change the form of Extraordinary Resolutioncomponents or percentages of consideration to be paid for the Debentures once it has given the notice required to be given to Debentureholders hereunder, except as described in the preceding sentence. When the Corporation determines the actual number of Common Shares to be issued pursuant to the exercise of its Common Share Repayment Right, it will issue a press release on a national newswire disclosing the Current Market Price and such actual number of Common Shares. (d) In the event that the Corporation duly exercises its Common Share Repayment Right, upon presentation and surrender of the Corporation will on or before 10:00 a.m. (Montréal time) Debentures for payment on the Maturity Date, deliver at any place where a register is maintained pursuant to Article 3 or any other place specified in the Maturity Notice, the Corporation shall on or before 11:00 a.m. (Calgary time) on the Business Day immediately prior to the Debenture Maturity Date make the delivery to the Trustee or will arrange through its transfer agent for the Common Shares, for delivery to and on account of the holders, upon the due presentation and surrender of the Debentures, certificates representing the Freely Tradeable Common Shares to which such holders are entitled. The Corporation will shall also deposit with the Debenture Trustee a sum of money sufficient to pay any charges or expenses which may be incurred by the Debenture Trustee in connection with the Common Share Repayment Right. Every such deposit will shall be irrevocable. From the Common Shares certificates so deposited in addition to amounts payable by the Debenture Trustee pursuant to Section 2.92.13, the Debenture Trustee will shall pay or cause to be paid, to the holders of such Debentures Debentures, upon surrender of such Debentures, the principal amount of and premium (if any) on the Debentures to which they are respectively entitled on maturity and deliver to such holders the Common Shares certificates to which such holders are entitled. The delivery of such Common Shares certificates to the Debenture Trustee will satisfy and discharge the liability of the Corporation for the Debentures to which the delivery of Common Shares certificates relates to the extent of the amount delivered (plus the amount remitted to the proper tax authority obtained from of any Freely Tradeable Common Shares certificates sold to pay applicable taxes in accordance with this Section 4.9(j)4.10) and such Debentures will thereafter to that extent not be considered as outstanding under this Indenture and such holder will have no other right in regard thereto other than to receive out of the Common Shares certificates so delivered, the Common Shares certificate(s) to which it is entitled. (e) No fractional Freely Tradeable Common Shares will shall be delivered upon the exercise of the Common Share Repayment Right but, in lieu thereof, the Corporation will shall pay to the Debenture Trustee for the account of the holders, at the time contemplated in Section 2.94.10(d), the cash equivalent thereof determined on the basis of the Current Market Price of the Common Shares on the Maturity Date (less applicable Withholding Taxesany tax required to be deducted, if any). (f) A registered holder will shall be treated as the Shareholder shareholder of record of the Freely Tradeable Common Shares issued on due exercise by the Corporation of its Common Share Repayment Right effective immediately after the close of business on the Maturity Date, and will shall be entitled to all substitutions therefor, all income earned thereon or accretions thereto and all dividends or distributions (including distributions and dividends in kind) thereon and arising thereafter, and in the event that the Debenture Trustee receives the same, it will shall hold the same in trust for the benefit of such holder. (g) The Corporation will 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 Corporation’s Common Share Repayment Right as provided herein, and will 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 will shall be issuable in such event. All Freely Tradeable Common Shares which will shall be so issuable will shall be duly and validly issued as fully paid and non-assessable. (h) The Corporation will shall comply with all Applicable Securities Legislation regulating the issue and delivery of Freely Tradeable Common Shares upon exercise of the Common Share Repayment Right and will shall cause to be listed and posted for trading such Freely Tradeable Common Shares on the TSXV or such other each stock exchange on which the Common Shares are then listed. (i) The Corporation will shall from time to time promptly pay pay, or make provision satisfactory to the Trustee for 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 withholding tax or security transfer tax, if any) which will 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 Indenture. (j) If the Corporation elects to satisfy its obligation to pay all or any portion of the principal amount of Debentures due on maturity together with all accrued and unpaid interest thereon by issuing Freely Tradeable Common Shares in accordance with this Section 4.9 4.10 and if the principal amount (or any portion thereof) to which a holder is entitled is subject to Withholding Taxes withholding taxes and the amount of the cash payment of the principal amount due on maturity, if any, is insufficient to satisfy such Withholding Taxeswithholding taxes, the Debenture Trustee, on the Written Direction of the Corporation but for the account of the holder (i) will holder, shall sell, or cause to be sold, through the investment banks, brokers or dealers specified selected by the Corporation, out of the Freely Tradeable Common Shares issued by the Corporation for the account of such holder for this purpose, such number of Freely Tradeable Common Shares that together with the cash component of the principal amount due on maturity is sufficient to yield net proceeds (after payment of all costs) to cover the amount of taxes required to be withheld, and (ii) will shall remit such amount withheld same on behalf of the Corporation to the proper tax authorities within the period of time prescribed for this purpose under applicable laws. (k) Certificates Each certificate representing Freely Tradeable Common Shares issued in respect payment of the Debentures bearing the U.S. Legend, as well as all certificates issued in exchange for or in substitution of the foregoing securities, shall bear the U.S. Legend; provided that if the Freely Tradeable Common Share Repayment Right may have imprinted or otherwise reproduced thereon such legend or legends or endorsements as Shares are being sold in compliance with the requirements of Rule 904 of Regulation S, and provided that the Corporation is a “foreign issuer” within the meaning of Regulation S at the time of sale, the U.S. Legend may be required removed by providing a declaration to comply the Trustee, as registrar and transfer agent for the Common Shares, substantially as set forth in Schedule “E” hereto (or as the Corporation or the Trustee may prescribe from time to time), together with any law other evidence reasonably requested by the Corporation or with any rules Trustee, which evidence may include an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Corporation or regulations the Trustee, to the effect that the U.S. Legend is no longer required pursuant thereto to the requirements of the 1933 Act or with any rules or regulations of any applicable state securities exchange or securities regulatory authority or to conform to general usage. (l) Subject to Article 10, interest accrued laws; and unpaid on the Debentures on the Maturity Date will be paid (less applicable Withholding Taxesprovided further that, if any) any such securities are being sold within the United States in accordance with Rule 144 under the 1933 Act, the U.S. Legend may be removed by delivery to holders the Trustee, as registrar and transfer agent for the Common Shares, of Debenturesan opinion of counsel, in cashof recognized standing, in that the manner contemplated in Section 2.10U.S. Legend is no longer required under applicable requirements of the 1933 Act or applicable state securities laws. Provided that the Trustee obtains confirmation from the Corporation that such counsel is satisfactory to it, it shall be entitled to rely on such opinion of counsel without further inquiry.

Right to Repay Principal Amount in Common Shares. (a) Subject to the receipt of any required regulatory and stock exchange approvals and the other provisions of this Section 4.9 and applicable regulatory approval4.10, the Corporation may, at its option, in exchange for or in lieu of paying repaying the Debentures in money, elect to satisfy its obligation to repay the principal amount of all or any portion of the principal amount of the Debentures outstanding in moneyoutstanding, elect to satisfy its obligation to repay all or any portion of the principal amount of the Debentures outstanding by issuing and delivering to holders on the Maturity Date, for each $1,000 due, Date of such Debentures that number of Freely Tradeable Common Shares obtained by dividing $1,000 the principal amount of the Debentures (or applicable portion thereof to be satisfied by the issuance and delivery of Freely Tradeable Common Shares) by 95% of the then Current Market Price of the Common Shares on the Maturity Date (the “Common Share Repayment Right”) on ); provided that all accrued and unpaid interest thereon shall be payable to the Maturity Dateholder in cash. (b) The Corporation will shall exercise the Common Share Repayment Right by so specifying in the Maturity Notice, which will shall be delivered to the Debenture Trustee and the holders of Debentures not more than 60 days and not less than 30 40 days prior to the Maturity Date, and which shall also specify the aggregate principal amount of Debentures in respect of which it is exercising the Common Share Repayment Right on the Maturity Date. (c) The Corporation’s 's right to exercise the Common Share Repayment Right is shall be conditional upon the following conditions being met on the Business Day preceding the Maturity Date: (i) the issuance of the Common Shares on the exercise of the Common Share Repayment Right will shall be made in accordance with Applicable Securities Legislation and U.S. Securities Laws and such Common Shares will shall be issued as Freely Tradeable Common Shares.; (ii) the listing of such additional Freely Tradeable Common Shares shall be listed or conditionally approved for listing on each stock exchange on which the Common Shares are then listed, the Toronto Stock Exchange, a national securities exchange or quoted in an inter-dealer quotation system of any registered national securities association; (iii) the Corporation being shall be a reporting issuer in good standing under Applicable Securities Legislation where the distribution in at least one jurisdiction of such Freely Tradeable Common Shares occursCanada; (iv) no Event of Default will shall have occurred and be continuing; (v) the receipt by the Debenture Trustee of shall have received an Officer’s Officers' Certificate stating that conditions (i), (ii), (iii) and (iv) above have been satisfied and setting forth the number of Common Shares to be delivered for each $1,000 principal amount of Debentures and the Current Market Price of the Common Shares on the Maturity Date in accordance with the provisions of Section 4.9(a)Date; and (vi) the receipt by the Debenture Trustee of shall have received an opinion of Counsel 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 or list of defaulting reporting issuers in default issued issuer lists maintained by the relevant securities authorities, condition (iii) above is satisfied, except that the opinion in respect of condition (iii) need not be expressed with respect to those provinces where such certificates or lists are not issued. maintained If the foregoing conditions are not satisfied prior to the close of business on the Business Day preceding the Maturity Date, the Corporation will shall pay the principal amount of the Debentures outstanding entirely in cash in accordance with Section 2.92.13, unless the Debentureholders waive Debentureholder waives the conditions which are not satisfied by way satisfied. The Corporation may not change the form of Extraordinary Resolutioncomponents or percentages of consideration to be paid for the Debentures once it has given the notice required to be given to Debentureholders hereunder, except as described in the preceding sentence. When the Corporation determines the actual number of Common Shares to be issued pursuant to the exercise of its Common Share Repayment Right, it will issue a press release on a national newswire disclosing the Current Market Price and such actual number of Common Shares. (d) In the event that the Corporation duly exercises its Common Share Repayment Right, upon presentation and surrender of the Corporation will on or before 10:00 a.m. (Montréal time) Debentures for payment on the Maturity Date, deliver at any place where a register is maintained pursuant to Article 3 or any other place specified in the Maturity Notice, the Corporation shall on or before 11:00 a.m. (Toronto time) on the Business Day immediately prior to the Debenture Maturity Date make the delivery to the Trustee or will arrange through its transfer agent for the Common Shares, for delivery to and on account of the holders, upon the due presentation and surrender of the Debentures, certificates representing the Freely Tradeable Common Shares to which such holders are entitled. The Corporation will shall also deposit with the Debenture Trustee a sum of money sufficient to pay any charges or expenses which may be incurred by the Debenture Trustee in connection with the Common Share Repayment Right. Every such deposit will shall be irrevocable. From the Common Shares certificates so deposited in addition to amounts payable by the Debenture Trustee pursuant to Section 2.92.13, the Debenture Trustee will shall pay or cause to be paid, to the holders of such Debentures Debentures, upon surrender of such Debentures, the principal amount of and premium (if any) on the Debentures to which they are respectively entitled on maturity and deliver to such holders the Common Shares certificates to which such holders are entitled. The delivery of such Common Shares certificates to the Debenture Trustee will satisfy and discharge the liability of the Corporation for the Debentures to which the delivery of Common Shares certificates relates to the extent of the amount delivered (plus the amount remitted to the proper tax authority obtained from of any Freely Tradeable Common Shares certificates sold to pay applicable taxes in accordance with this Section 4.9(j)4.10) and such Debentures will thereafter to that extent not be considered as outstanding under this Indenture and such holder will have no other right in regard thereto other than to receive out of the Common Shares certificates so delivered, the Common Shares certificate(s) to which it is entitled. (e) No fractional Freely Tradeable Common Shares will shall be delivered upon the exercise of the Common Share Repayment Right but, in lieu thereof, the Corporation will shall pay to the Debenture Trustee for the account of the holders, at the time contemplated in Section 2.94.10(d), the cash equivalent thereof determined on the basis of the Current Market Price of the Common Shares on the Maturity Date (Date, provided, however, that the Corporation shall not be required to make any payment of less applicable Withholding Taxes, if any)than $5.00. (f) A registered holder will shall be treated as the Shareholder shareholder of record of the Freely Tradeable Common Shares issued on due exercise by the Corporation of its Common Share Repayment Right effective immediately after the close of business on the Maturity Date, and will shall be entitled to all substitutions therefor, all income earned thereon or accretions thereto and all dividends or distributions (including distributions and dividends in kind) thereon and arising thereafter, and in the event that the Debenture Trustee receives the same, it will shall hold the same in trust for the benefit of such holder. (g) The Corporation will 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 Corporation's Common Share Repayment Right as provided herein, and will 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 will shall be issuable in such event. All Freely Tradeable Common Shares which will shall be so issuable will shall be duly and validly issued as fully paid and non-non- assessable. (h) The Corporation will shall comply with all Applicable Securities Legislation and U.S. Securities Laws regulating the issue and delivery of Freely Tradeable Common Shares upon exercise of the Common Share Repayment Right and will shall cause to be listed and posted for trading such Freely Tradeable Common Shares on the TSXV or such other each stock exchange on which the Common Shares are then listed. (i) The Corporation will shall from time to time promptly pay pay, or make provision satisfactory to the Trustee for 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 security transfer tax, if any) which will 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 Indenture. (j) If the Corporation elects to satisfy its obligation to pay all or any portion of the principal amount of Debentures due on maturity by issuing Freely Tradeable Common Shares in accordance with this Section 4.9 and if the principal amount (or any portion thereof) to which a holder is entitled is subject to Withholding Taxes and the amount of the cash payment of the principal amount due on maturity, if any, is insufficient to satisfy such Withholding Taxes, the Debenture Trustee, on the Written Direction of the Corporation but for the account of the holder (i) will sell, or cause to be sold, through the investment banks, brokers or dealers specified by the Corporation, out of the Freely Tradeable Common Shares issued by the Corporation for the account of such holder for this purpose, such number of Freely Tradeable Common Shares that together with the cash component of the principal amount due on maturity is sufficient to yield net proceeds (after payment of all costs) to cover the amount of taxes required to be withheld, and (ii) will remit such amount withheld on behalf of the Corporation to the proper tax authorities within the period of time prescribed for this purpose under applicable laws. (k) Certificates Each certificate representing Freely Tradeable Common Shares issued in respect payment of the Common Share Repayment Right may have imprinted Debentures bearing the U.S. Legend, as well as all certificates issued in exchange for or otherwise reproduced thereon such legend in substitution of the foregoing securities, shall bear the U.S. Legend; provided that, if any securities are being sold within the United States in accordance with Rule 144, if available, or legends or endorsements as another applicable exemption from registration under the 1933 Act, the U.S. Legend may be removed by delivery to the Trustee, as registrar and transfer agent for the Common Shares, of an opinion of Counsel, of recognized standing reasonably satisfactory to the Corporation in form and substance reasonably satisfactory to the Corporation, that the U.S. Legend is no longer required under applicable requirements of the 1933 Act and applicable state securities laws. Provided that the Trustee obtains confirmation from the Corporation that such Counsel is satisfactory to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations it, it shall be entitled to rely on such opinion of any securities exchange or securities regulatory authority or to conform to general usageCounsel without further inquiry. (l) Subject to Article 10, interest accrued and unpaid on the Debentures on the Maturity Date will be paid (less applicable Withholding Taxes, if any) to holders of Debentures, in cash, in the manner contemplated in Section 2.10.

Right to Repay Principal Amount in Common Shares. (a) Subject to the other provisions of this Section 4.9 and applicable regulatory approval4.10, the Corporation may, at its option, in exchange for or in lieu of paying all or any portion of the principal amount of the Debentures outstanding in money, elect to satisfy its obligation to repay the principal amount of all or any portion of the principal amount of the Debentures outstanding by issuing and delivering to holders on the date of maturity of such Debentures (the "Maturity Date, for each $1,000 due, ") that number of Freely Tradeable Common Shares obtained by dividing the $1,000 principal amount of the Debentures by 95% of the then Current Market Price of the Common Shares on the Maturity Date (the “Common "Share Repayment Right”) on the Maturity Date"). (b) The Corporation will shall exercise the Common Share Repayment Right by so specifying in the Maturity Notice, which will shall be delivered to the Debenture Trustee and the holders of Debentures not more than 60 days and not less than 30 40 days prior to the Maturity Date. (c) The Corporation’s 's right to exercise the Common Share Repayment Right is shall be conditional upon the following conditions being met on the Business Day preceding the Maturity Date: (i) the issuance qualification of the Common Shares to be issued on the exercise of the Common Share Repayment Right will be made in accordance with Applicable Securities Legislation and such Common Shares will be issued as Freely Tradeable Common Shares.Tradeable; (ii) the listing of such additional Freely Tradeable Common Shares on each stock exchange on which the Common Shares are then listed; (iii) the Corporation being a reporting issuer in good standing under Applicable Securities Legislation where the distribution of such Freely Tradeable Common Shares occurs; (iv) no Event of Default will shall have occurred and be continuing; (v) the receipt by the Debenture Trustee of an Officer’s 's Certificate stating that conditions (i), (ii), (iii) and (iv) above have been satisfied and setting forth the number of Common Shares to be delivered for each $1,000 principal amount of Debentures and the Current Market Price of the Common Shares on the Maturity Date in accordance with the provisions of Section 4.9(a)Date; and (vi) the receipt by the Debenture Trustee of an opinion of Counsel 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 or list of reporting issuers in default issued by the relevant securities authorities, condition (iii) above is satisfied, except that the opinion in respect of condition (iii) need not be expressed with respect to those provinces where such certificates or lists are not issued. If the foregoing conditions are not satisfied prior to the close of business on the Business Day preceding the Maturity Date, the Corporation will shall pay the principal amount of the Debentures outstanding in cash in accordance with Section 2.92.14, unless the Debentureholders waive Debentureholder waives the conditions which are not satisfied by way of Extraordinary Resolutionsatisfied. (d) In the event that the Corporation duly exercises its Common Share Repayment Right, upon presentation and surrender of the Corporation will on or before 10:00 a.m. (Montréal time) Debentures for payment on the Maturity Date, deliver at any place where a register is maintained pursuant to Article 3 or any other place specified in the Maturity Notice, the Corporation shall, on or before 11:00 a.m. (Calgary time) on the Business Day immediately prior to the Maturity Date, make the delivery to the Debenture Trustee or will arrange through its transfer agent for the Common Shares, for delivery to and on account of the holders, upon the due presentation and surrender of the Debentures, certificates representing the Freely Tradeable Common Shares to which such holders are entitled. The Corporation will shall also deposit with the Debenture Trustee a sum of money sufficient to pay any charges or expenses which may be incurred by the Debenture Trustee in connection with the Common Share Repayment Right. Every such deposit will shall be irrevocable. From the Common Shares certificates so deposited in addition to amounts payable by the Debenture Trustee pursuant to Section 2.92.14, the Debenture Trustee will shall pay or cause to be paid, to the holders of such Debentures Debentures, upon surrender of such Debentures, the principal amount of and premium (if any) on the Debentures to which they are respectively entitled on maturity and deliver to such holders the Common Shares certificates to which such holders are entitled. The delivery of such Common Shares certificates to the Debenture Trustee will satisfy and discharge the liability of the Corporation for the Debentures to which the delivery of Common Shares certificates relates to the extent of the amount delivered (plus the amount remitted to the proper tax authority obtained from of any Freely Tradeable Common Shares certificates sold to pay applicable taxes in accordance with this Section 4.9(j)4.10) and such Debentures will thereafter to that extent not be considered as outstanding under this Indenture and such holder will have no other right in regard thereto other than to receive out of the Common Shares certificates so delivered, the Common Shares certificate(s) to which it is entitled. (e) No fractional Common Shares will shall be delivered upon the exercise of the Common Share Repayment Right but, in lieu thereof, the Corporation will shall pay to the Debenture Trustee for the account of the holders, at the time contemplated in Section 2.94.10(d), the cash equivalent thereof determined on the basis of the Current Market Price of the Common Shares on the Maturity Date (less applicable Withholding Taxesany tax required to be deducted, if any). (f) A registered holder will shall be treated as the Shareholder shareholder of record of the Freely Tradeable Common Shares issued on due exercise by the Corporation of its Common Share Repayment Right effective immediately after the close of business on the Maturity Date, and will shall be entitled to all substitutions therefor, all income earned thereon or accretions thereto and all dividends (including dividends in kindCommon Share dividends) thereon and arising thereafter, and in the event that the Debenture Trustee receives the same, it will shall hold the same in trust for the benefit of such holder. (g) The Corporation will 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 Common Corporation's Share Repayment Right as provided herein, and will 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 will shall be issuable in such event. All Freely Tradeable Common Shares which will shall be so issuable will shall be duly and validly issued as fully paid and non-assessable. (h) The Corporation will shall comply with all Applicable Securities Legislation regulating the issue and delivery of Freely Tradeable Common Shares upon exercise of the Common Share Repayment Right and will shall cause to be listed and posted for trading such Freely Tradeable Common Shares on the TSXV or such other each stock exchange on which the Common Shares are then listed. (i) The Corporation will shall from time to time promptly pay pay, or make provision satisfactory to the Debenture Trustee for 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 withholding tax or security transfer tax, if any) which will 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 Indenture. (j) If the Corporation elects to satisfy its obligation to pay all or any portion of exercises the principal amount of Debentures due on maturity by issuing Freely Tradeable Common Shares in accordance with this Section 4.9 Share Repayment Right and if the principal amount (or any portion thereof) to which a holder is entitled is subject to Withholding Taxes withholding taxes and the amount of the cash payment of the principal amount due on maturity, if any, is insufficient to satisfy such Withholding Taxeswithholding taxes, the Debenture Trustee, on the Written Direction of the Corporation but for the account of the holder (i) will sell, or cause to be sold, through the investment banks, brokers or dealers specified by the Corporation, out of the Freely Tradeable Common Shares issued by the Corporation for the account of such holder for this purpose, such number of Freely Tradeable Common Shares that together with the cash component of the principal amount due on maturity is sufficient to yield net proceeds (after payment of all costs) to cover the amount of taxes required to be withheld, and (ii) will remit such amount withheld on behalf of the Corporation to the proper tax authorities within the period of time prescribed for this purpose under applicable lawsSection 15.13 shall apply. (k) Certificates Each certificate representing Freely Tradeable Common Shares issued in respect payment of the Common Share Repayment Right principal amount of Debentures, as well as all certificates issued in exchange for or in substitution of the foregoing securities, may have imprinted or otherwise reproduced thereon such legend or legends or endorsements endorsement, not inconsistent with the provisions of this Indenture, as may be required to comply with any law laws or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or any securities regulatory authority or to conform to general usage, all as may be determined by the Corporation, as conclusively evidenced by the issue of such certificates. (l) Subject to Article 10, interest Interest accrued and unpaid on the Debentures on the Maturity Date will be paid (paid, less applicable Withholding Taxeswithholding taxes, if any) , to holders of Debentures, Debentures in cash, in the manner contemplated in Section 2.10.

Right to Repay Principal Amount in Common Shares. (a) Subject to the receipt of any required regulatory and stock exchange approvals and the other provisions of this Section 4.9 and applicable regulatory approval4.10, the Corporation may, at its option, in exchange for or in lieu of paying repaying the Debentures in money, elect to satisfy its obligation to repay the principal amount of all or any portion of the principal amount of the Debentures outstanding in moneyoutstanding, elect to satisfy its obligation to repay all or any portion of the principal amount of the Debentures outstanding by issuing and delivering to holders on the Maturity Date, for each $1,000 due, Date of such Debentures that number of Freely Tradeable Common Shares obtained by dividing $1,000 the principal amount of the Debentures (or applicable portion thereof to be satisfied by the issuance and delivery of Freely Tradeable Common Shares) by 95% of the then Current Market Price of the Common Shares on the Maturity Date (the “Common Share Repayment Right”) on ); provided that all accrued and unpaid interest thereon shall be payable to the Maturity Dateholder in cash. (b) The Corporation will shall exercise the Common Share Repayment Right by so specifying in the Maturity Notice, which will shall be delivered to the Debenture Trustee Trustees and the holders of Debentures not more than 60 days and not less than 30 40 days prior to the Maturity Date, and which shall also specify the aggregate principal amount of Debentures in respect of which it is exercising the Common Share Repayment Right on the Maturity Date. (c) The Corporation’s right to exercise the Common Share Repayment Right is shall be conditional upon the following conditions being met on the Business Day preceding the Maturity Date: (i) the issuance of the Common Shares on the exercise of the Common Share Repayment Right will shall be made in accordance with U.S. Securities Laws and Applicable Securities Legislation and such Common Shares will shall be issued as Freely Tradeable Common Shares.; (ii) the listing of such additional Freely Tradeable Common Shares shall be listed or conditionally approved for listing on each stock exchange on which the Common Shares are then listed, the Toronto Stock Exchange, a national securities exchange or quoted in an inter-dealer quotation system of any registered national securities association; (iii) the Corporation being shall be a reporting issuer in good standing under Applicable Securities Legislation where the distribution in at least one jurisdiction of such Freely Tradeable Common Shares occursCanada; (iv) no Event of Default will shall have occurred and be continuing; (v) the receipt by the Debenture Trustee of Trustees shall have received an Officer’s Officers’ Certificate stating that conditions (i), (ii), (iii) and (iv) above have been satisfied and setting forth the number of Common Shares to be delivered for each $1,000 principal amount of Debentures and the Current Market Price of the Common Shares on the Maturity Date in accordance with the provisions of Section 4.9(a)Date; and (vi) the receipt by the Debenture Trustee of Trustees shall have received an opinion of Counsel 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 or list of reporting issuers in default issued by the relevant securities authorities, condition (iii) above is satisfied, except that the opinion in respect of condition (iii) need not be expressed with respect to those provinces where such certificates or lists are not issued. If the foregoing conditions are not satisfied prior to the close of business on the Business Day preceding the Maturity Date, the Corporation will shall pay the principal amount of the Debentures outstanding entirely in cash in accordance with Section 2.92.14, unless the Debentureholders waive Debentureholder waives the conditions which are not satisfied by way satisfied. The Corporation may not change the form of Extraordinary Resolutioncomponents or percentages of consideration to be paid for the Debentures once it has given the notice required to be given to Debentureholders hereunder, except as described in the preceding sentence. When the Corporation determines the actual number of Common Shares to be issued pursuant to the exercise of its Common Share Repayment Right, it will issue a press release on a national newswire disclosing the Current Market Price and such actual number of Common Shares. (d) In the event that the Corporation duly exercises its Common Share Repayment Right, upon presentation and surrender of the Corporation will on or before 10:00 a.m. (Montréal time) Debentures for payment on the Maturity Date, deliver at any place where a register is maintained pursuant to Article 3 or any other place specified in the Maturity Notice, the Corporation shall on or before 11:00 a.m. (Toronto time) on the Business Day immediately prior to the Debenture Trustee or will arrange through its transfer agent for Maturity Date make the Common Shares, delivery to the Trustees for delivery to and on account of the holders, upon the due presentation and surrender of the Debentures, certificates representing the Freely Tradeable Common Shares to which such holders are entitled. The Corporation will shall also deposit with the Debenture Trustee Trustees a sum of money sufficient to pay any charges or expenses which may be incurred by the Debenture Trustee Trustees in connection with the Common Share Repayment Right. Every such deposit will shall be irrevocable. From the Common Shares certificates so deposited in addition to amounts payable by the Debenture Trustee Trustees pursuant to Section 2.92.14, the Debenture Trustee will Trustees shall pay or cause to be paid, to the holders of such Debentures Debentures, upon surrender of such Debentures, the principal amount of and premium (if any) on the Debentures to which they are respectively entitled on maturity and deliver to such holders the Common Shares certificates to which such holders are entitled. The delivery of such Common Shares certificates to the Debenture Trustee Trustees will satisfy and discharge the liability of the Corporation for the Debentures to which the delivery of Common Shares certificates relates to the extent of the amount delivered (plus the amount remitted to the proper tax authority obtained from of any Freely Tradeable Common Shares certificates sold to pay applicable taxes in accordance with this Section 4.9(j)4.10) and such Debentures will thereafter to that extent not be considered as outstanding under this Indenture and such holder will have no other right in regard thereto other than to receive out of the Common Shares certificates so delivered, the Common Shares certificate(s) to which it is entitled. (e) No fractional Freely Tradeable Common Shares will shall be delivered upon the exercise of the Common Share Repayment Right but, in lieu thereof, the Corporation will shall pay to the Debenture Trustee Trustees for the account of the holders, at the time contemplated in Section 2.94.10(d), the cash equivalent thereof determined on the basis of the Current Market Price of the Common Shares on the Maturity Date (Date, provided, however, that the Corporation shall not be required to make any payment of less applicable Withholding Taxes, if any)than $5.00. (f) A registered holder will shall be treated as the Shareholder shareholder of record of the Freely Tradeable Common Shares issued on due exercise by the Corporation of its Common Share Repayment Right effective immediately after the close of business on the Maturity Date, and will shall be entitled to all substitutions therefor, all income earned thereon or accretions thereto and all dividends or distributions (including distributions and dividends in kind) thereon and arising thereafter, and in the event that the Debenture Trustee Trustees receives the same, it will they shall hold the same in trust for the benefit of such holder. (g) The Corporation will 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 Corporation’s Common Share Repayment Right as provided herein, and will 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 will shall be issuable in such event. All Freely Tradeable Common Shares which will shall be so issuable will shall be duly and validly issued as fully paid and non-assessable. (h) The Corporation will shall comply with all Applicable Securities Legislation and U.S. Securities Laws regulating the issue and delivery of Freely Tradeable Common Shares upon exercise of the Common Share Repayment Right and will shall cause to be listed and posted for trading such Freely Tradeable Common Shares on the TSXV or such other each stock exchange on which the Common Shares are then listed. (i) The Corporation will shall from time to time promptly pay pay, or make provision satisfactory to the Trustees for 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 security transfer tax, if any) which will 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 Indenture. (j) If the Corporation elects to satisfy its obligation to pay all or any portion of the principal amount of Debentures due on maturity by issuing Freely Tradeable Common Shares in accordance with this Section 4.9 and if the principal amount (or any portion thereof) to which a holder is entitled is subject to Withholding Taxes and the amount of the cash payment of the principal amount due on maturity, if any, is insufficient to satisfy such Withholding Taxes, the Debenture Trustee, on the Written Direction of the Corporation but for the account of the holder (i) will sell, or cause to be sold, through the investment banks, brokers or dealers specified by the Corporation, out of the Freely Tradeable Common Shares issued by the Corporation for the account of such holder for this purpose, such number of Freely Tradeable Common Shares that together with the cash component of the principal amount due on maturity is sufficient to yield net proceeds (after payment of all costs) to cover the amount of taxes required to be withheld, and (ii) will remit such amount withheld on behalf of the Corporation to the proper tax authorities within the period of time prescribed for this purpose under applicable laws. (k) Certificates representing Freely Tradeable Common Shares issued in respect of the Common Share Repayment Right may have imprinted or otherwise reproduced thereon such legend or legends or endorsements as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform to general usage. (l) Subject to Article 10, interest accrued and unpaid on the Debentures on the Maturity Date will be paid (less applicable Withholding Taxes, if any) to holders of Debentures, in cash, in the manner contemplated in Section 2.10.