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

Right to Repay Principal Amount in Shares. (a) Subject to receipt of any required regulatory approvals and the other provisions of this Section 4.11, the Corporation may, at its option, in exchange for or in lieu of paying in cash all or any portion of the principal amount of the Debentures outstanding, plus accrued and unpaid interest thereon, if any, up to but excluding the Maturity Date, elect to satisfy its obligation to repay all or any portion of the principal amount of the Debentures outstanding, together with all accrued and unpaid interest thereon, by issuing and delivering to holders on the Maturity Date that number of Shares obtained by dividing the principal amount of the Debentures (or applicable portion thereof to be satisfied by the issuance and delivery of Shares) together with all accrued and unpaid interest thereon, plus accrued and unpaid interest thereon, if any, up to but excluding the Maturity Date, by 95% of the Current Market Price of the Shares on the Maturity Date (the "Share Repayment Right"). (b) The Corporation shall exercise the Share Repayment Right by so specifying in the Maturity Notice, which shall be delivered to the Debenture Trustee and the holders of Debentures not more than 60 days and not less than 30 days prior to the Maturity Date, and which shall also specify the aggregate principal amount of Debentures in respect of which it is exercising the Share Repayment Right on the Maturity Date. (c) The Corporation's right to exercise the Share Repayment Right shall be conditional upon the following conditions being met on the Business Day preceding the Maturity Date: (i) the issuance of the Shares on the exercise of the Share Repayment Right shall be made in accordance with Applicable Securities Legislation and such Shares shall be issued as Freely Tradeable Shares; (ii) such additional Freely Tradeable Shares shall be listed on each stock exchange on which the Shares are then listed; (iii) the Corporation shall be a reporting issuer in good standing under Applicable Securities Legislation where the distribution of such Shares occurs; (iv) no Event of Default shall 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 Shares to be delivered for each $1,000 principal amount of Debentures and the Current Market Price of the Shares on the Maturity Date; and (vi) the receipt by the Debenture Trustee of an opinion of Counsel to the effect that such 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 lists of issuers in default 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 lists are not maintained. If the foregoing conditions are not satisfied prior to the close of business on the Business Day preceding the Maturity Date, the Corporation shall pay the principal amount of the Debentures outstanding, plus accrued and unpaid interest thereon, if any, up to but excluding the Maturity Date, in cash in accordance with Sections 2.10 and 4.10, unless the Debentureholders waive the conditions which are not satisfied by way of Extraordinary Resolution. The Corporation may not change the form of components or percentage of consideration to be paid for the Debentures except as described in the preceding sentence. When the Corporation determines the actual number of the Shares to be issued pursuant to the Corporation's exercise of its Share Redemption Right, it will issue a press release on a national newswire disclosing the Current Market Price and such actual number of Shares. (d) In the event that the Corporation duly exercises its Share Repayment Right, the Corporation shall on or before 1:00 p.m. (Calgary time) on the Business Day immediately prior to the Maturity Date, deliver to the Debenture Trustee, for delivery to and on account of the holders, upon the due presentation and surrender of the Debenture certificates representing, the Shares to which such holders are entitled. The Corporation 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 Share Repayment Right. Every such deposit shall be irrevocable. From the certificates so deposited in addition to amounts payable by the Debenture Trustee pursuant to Sections 2.10 and 4.10, the Debenture Trustee shall 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 certificates to which such holders are entitled. The delivery of such certificates to the Debenture Trustee will satisfy and discharge the liability of the Corporation for the Debentures to which the delivery of certificates relates to the extent of the amount delivered (plus the amount of any Shares sold to pay applicable taxes in accordance with this Section 4.11) 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 certificates so delivered, the certificate(s) to which it is entitled. (e) No fractional Shares shall be delivered upon the exercise of the Share Repayment Right but, in lieu thereof, the Corporation shall pay to the Debenture Trustee for the account of the holders, at the time contemplated in Section 4.11(d)), the cash equivalent thereof determined on the basis of the Current Market Price of the Shares on the Maturity Date (less any tax required to be deducted, if any). (f) A holder shall be treated as the shareholder of record of the Shares issued on due exercise by the Corporation of its Share Repayment Right effective immediately after the close of business on the Maturity Date, and shall be entitled to all substitutions therefor, all income earned thereon or accretions thereto and all dividends or distributions (dividends or distributions in kind) thereon and arising thereafter, and in the event that the Debenture Trustee receives the same, it shall hold the same in trust for the benefit of such holder. (g) The Corporation shall at all times reserve and keep available out of its authorized Shares (if the number thereof is or becomes limited), solely for the purpose of issue and delivery upon the exercise of the Share Repayment Right as provided herein, and shall issue to Debentureholders to whom Shares will be issued pursuant to exercise of the Share Repayment Right, such number of Shares as shall be issuable in such event. All Shares which shall be so issuable shall be duly and validly issued as fully paid and non- assessable. (h) The Corporation shall comply with all Applicable Securities Legislation regulating the issue and delivery of Shares upon exercise of the Share Repayment Right and shall cause to be listed and posted for trading such Shares on each stock exchange on which the Shares are then listed. (i) The Corporation shall from time to time promptly 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 or security transfer tax, if any) which shall be payable with respect to the issuance or delivery of Shares to holders upon exercise of the 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, plus accrued and unpaid interest thereon, if any, by issuing Shares in accordance with this Section 4.11 and if the principal amount or any interest (or any portion of either) 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, plus accrued and unpaid interest thereon, if any, is insufficient to satisfy such withholding taxes, the Debenture Trustee, on a Written Direction of the Corporation but for the account of the holder, shall sell, or cause to be sold, through such investment banks, brokers or dealers selected by the Corporation, out of the Shares issued by the Corporation for this purpose, such number of Shares that together with the cash component of the principal amount due on maturity, plus accrued and unpaid interest thereon, if any, is sufficient to yield net proceeds (after payment of all costs) to cover the amount of taxes required to be withheld, and shall remit same on behalf of the Corporation to the proper tax authorities within the period of time prescribed for this purpose under applicable laws. Any amount 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 will be remitted to the Debentureholder. (k) Each certificate representing Shares issued in payment of the Debentures bearing the U.S. Legend, as well as all certificates issued in exchange for or in substitution of such Shares, shall bear the U.S. Legend; provided that if the Shares are being sold in compliance with the requirements of Rule 904 of Regulation S, and provided further that the Corporation is a "foreign issuer" within the meaning of Regulation S at the time of sale, the U.S. Legend may be removed by providing a duly completed and signed declaration to the Debenture Trustee, as registrar and transfer agent for the Shares, substantially as set forth in Schedule "E" hereto (or as the Corporation may prescribe from time to time), together with any additional documentation as may be required by the Corporation or the Debenture Trustee, which evidence may include a written opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Corporation, to the effect that the U.S. Legend is no longer required pursuant to the requirements of the 1933 Act or applicable state securities laws; and provided further that, if 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 the Debenture Trustee, as registrar and transfer agent for the Shares, of an opinion of counsel of recognized standing, 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 or applicable state securities laws. Provided that the Debenture 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 Shares. (a) Subject to receipt of any required regulatory approvals and the other provisions of this Section 4.114.10 and to applicable regulatory approval, the Corporation may, at its option, in exchange for or in lieu of paying in cash all or any portion of the principal amount of the Debentures outstanding, plus accrued and unpaid interest thereon, if any, up to but excluding the Maturity Dateoutstanding in money, elect to satisfy its obligation to repay all or any portion of the principal amount of the Debentures outstanding, together with all accrued and unpaid interest thereon, outstanding by issuing and delivering to holders on the Maturity Date that number of Freely Tradeable Shares obtained by dividing the principal amount of the Debentures (outstanding or the applicable portion thereof to be satisfied by the issuance and delivery of Shares) together with all accrued and unpaid interest thereon, plus accrued and unpaid interest thereon, if any, up to but excluding the Maturity Date, Freely Tradeable Shares by 95% of the Current Market Price of the Shares (the “Share Repayment Right”) on the Maturity Date (the "Share Repayment Right")Date. (b) The Corporation shall must exercise the Share Repayment Right by so specifying in the Maturity Notice, which shall 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, and which shall also specify the aggregate principal amount of Debentures in respect of which it is exercising the Share Repayment Right on the Maturity Date. (c) The Corporation's ’s right to exercise the Share Repayment Right shall be is conditional upon the following conditions being met on the Business Day preceding the Maturity Date: (i) the issuance of the Shares on the exercise of the Share Repayment Right shall must be made in accordance with Applicable Securities Legislation and such Shares shall must be issued as Freely Tradeable Shares. With respect to the issuance of Shares to holders of Debentures that are U.S. Persons, the Corporation may rely on an exemption from the registration requirements under the 1933 Act, including exemptions based on the status of the holders of Debentures as institutional accredited investors under Rule 501(1)(a), (2), (3) and (7) of Regulation D adopted under the 1933 Act; (ii) the listing of such additional Freely Tradeable Shares shall be listed on each stock exchange on which the Shares are then listed; (iii) the Corporation shall be being a reporting issuer in good standing under Applicable Securities Legislation where the distribution of such Freely Tradeable Shares occurs; (iv) no Event of Default shall will 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 Shares to be delivered for each $1,000 100 principal amount of Debentures and the Current Market Price of the Shares on the Maturity DateDate in accordance with the provisions of Subsection 4.10(a); and (vi) the receipt by the Debenture Trustee of an opinion of Counsel to the effect that such 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 lists certificates of good standing or list of reporting issuers in default maintained 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 lists certificates are not maintainedissued. If the foregoing conditions are not satisfied prior to the close of business on the Business Day preceding the Maturity Date, the Corporation shall must pay the principal amount of the Debentures outstanding, plus accrued and unpaid interest thereon, if any, up to but excluding the Maturity Date, outstanding in cash in accordance with Sections 2.10 and 4.10Section 2.13, unless the Debentureholders waive Debentureholder waives the conditions which are not satisfied by way of Extraordinary Resolution. The Corporation may not change the form of components or percentage of consideration to be paid for the Debentures except as described in the preceding sentence. When the Corporation determines the actual number of the Shares to be issued pursuant to the Corporation's exercise of its Share Redemption Right, it will issue a press release on a national newswire disclosing the Current Market Price and such actual number of Sharessatisfied. (d) In the event that the Corporation duly exercises its Share Repayment Right, the Corporation shall must on or before 1:00 p.m. 11:00 a.m. (Calgary Montréal time) on the Business Day immediately prior to the Maturity Date, deliver to the Debenture Trustee, for delivery to and on account of the holders, upon the due presentation and surrender of the Debenture certificates representingDebentures, the Freely Tradeable Shares to which such holders are entitled. The Corporation shall must 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 Share Repayment Right. Every such deposit shall will be irrevocable. From the certificates so deposited in addition to amounts payable by the Debenture Trustee pursuant to Sections 2.10 and 4.10Section 2.13, the Debenture Trustee shall must 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 certificates to which such holders are entitled. The delivery of such certificates and amounts to the Debenture Trustee will satisfy and discharge the liability of the Corporation for the Debentures to which the delivery of certificates relates to the extent of the amount delivered (plus the amount of any Shares certificates sold to pay applicable taxes in accordance with this Section 4.114.10) 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 certificates so delivered, the certificate(s) to which it is entitled. (e) No fractional Freely Tradeable Shares shall will be delivered upon the exercise of the Share Repayment Right but, in lieu thereof, the Corporation shall must pay to the Debenture Trustee for the account of the holders, at the time contemplated in Section 4.11(d)Subsection 4.10(d), the cash equivalent thereof determined on the basis of the Current Market Price of the Shares on the Maturity Date (less any tax required to be deducted, if any). (f) A holder shall must be treated as the shareholder of record of the Freely Tradeable Shares issued on due exercise by the Corporation of its Share Repayment Right effective immediately after the close of business on the Maturity Date, and shall must 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 shall must hold the same in trust for the benefit of such holder. (g) The Corporation shall must at all times reserve and keep available out of its authorized Shares (if the number thereof is or becomes limited), solely for the purpose of issue and delivery upon the exercise of the Share Repayment Right as provided herein, and shall must issue to Debentureholders to whom Freely Tradeable Shares will be issued pursuant to exercise of the Share Repayment Right, such number of Freely Tradeable Shares as shall will be issuable in such event. All Freely Tradeable Shares which shall will be so issuable shall must be duly and validly issued as fully paid and non- non-assessable. (h) The Corporation shall must comply with all Applicable Securities Legislation regulating the issue and delivery of Freely Tradeable Shares upon exercise of the Share Repayment Right and shall must cause to be listed and posted for trading such Freely Tradeable Shares on each stock exchange on which the Shares are then listed. (i) The Corporation shall must from time to time promptly 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 or security transfer tax, if any) which shall will be payable with respect to the issuance or delivery of Freely Tradeable Shares to holders upon exercise of the 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, plus accrued and unpaid interest thereon, if any, maturity by issuing Freely Tradeable Shares in accordance with this Section 4.11 4.10 and if the principal amount or any interest (or any portion of eitherthereof) 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, plus accrued and unpaid interest thereon, if any, is insufficient to satisfy such withholding taxes, the Debenture Trustee, on a Written Direction the written direction of the Corporation but for the account of the holder, shall holder (i) must sell, or cause to be sold, through such the investment banks, brokers or dealers selected by the Corporation, out of the Freely Tradeable Shares issued by the Corporation for the account of such holder for this purpose, such number of Freely Tradeable Shares that together with the cash component of the principal amount due on maturity, plus accrued and unpaid interest thereon, if any, maturity is sufficient to yield net proceeds (after payment of all costs) to cover the amount of taxes required to be withheld, and shall (ii) must remit same 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. Any amount 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 will be remitted to the Debentureholder. (k) Each certificate Certificates representing Freely Tradeable Shares issued in payment of the Redemption Price of Debentures bearing the U.S. Legend, as well as all certificates issued in exchange for may have imprinted or in substitution of otherwise reproduced thereon such Shares, shall bear the U.S. Legend; provided that if the Shares are being sold in compliance with the requirements of Rule 904 of Regulation S, and provided further that the Corporation is a "foreign issuer" within the meaning of Regulation S at the time of sale, the U.S. Legend may be removed by providing a duly completed and signed declaration to the Debenture Trustee, as registrar and transfer agent for the Shares, substantially as set forth in Schedule "E" hereto (legend or as the Corporation may prescribe from time to time), together with any additional documentation legends or endorsements as may be required by 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) Interest accrued and unpaid on the Debentures on the Maturity Date will be paid to holders of Debentures, in cash, in the manner contemplated in Section 2.15, subject to the ability of the Corporation or the Debenture Trustee, which evidence may include a written opinion of counsel of recognized standing, to issue Shares as provided in form and substance reasonably satisfactory to the Corporation, to the effect that the U.S. Legend is no longer required pursuant to the requirements of the 1933 Act or applicable state securities laws; and provided further that, if 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 the Debenture Trustee, as registrar and transfer agent for the Shares, of an opinion of counsel of recognized standing, 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 or applicable state securities laws. Provided that the Debenture 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 inquiryArticle 10.

Right to Repay Principal Amount in Shares. (a) Subject to receipt of any required regulatory approvals and the other provisions of this Section 4.11, the Corporation may, at its option, in exchange for or in lieu of paying in cash all or any portion of the principal amount of the Debentures outstanding, plus accrued and unpaid interest thereon, if any, up to but excluding the Maturity Date, elect to satisfy its obligation to repay all or any portion of the principal amount of the Debentures outstanding, together with all accrued and unpaid interest thereon, by issuing and delivering to holders on the Maturity Date that number of Shares obtained by dividing the principal amount of the Debentures (or applicable portion thereof to be satisfied by the issuance and delivery of Shares) together with all accrued and unpaid interest thereon, plus accrued and unpaid interest thereon, if any, up to but excluding the Maturity Date, by 95% of the Current Market Price of the Shares on the Maturity Date (the "" Share Repayment Right"). (b) The Corporation shall exercise the Share Repayment Right by so specifying in the Maturity Notice, which shall be delivered to the Debenture Trustee and the holders of Debentures not more than 60 days and not less than 30 days prior to the Maturity Date, and which shall also specify the aggregate principal amount of Debentures in respect of which it is exercising the Share Repayment Right on the Maturity Date. (c) The Corporation's right to exercise the Share Repayment Right shall be conditional upon the following conditions being met on the Business Day preceding the Maturity Date: (i) the issuance of the Shares on the exercise of the Share Repayment Right shall be made in accordance with Applicable Securities Legislation and such Shares shall be issued as Freely Tradeable Shares; (ii) such additional Freely Tradeable Shares shall be listed on each stock exchange on which the Shares are then listed; (iii) the Corporation shall be a reporting issuer in good standing under Applicable Securities Legislation where the distribution of such Shares occurs; (iv) no Event of Default shall 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 Shares to be delivered for each $1,000 principal amount of Debentures and the Current Market Price of the Shares on the Maturity Date; and (vi) the receipt by the Debenture Trustee of an opinion of Counsel to the effect that such 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 lists of issuers in default 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 lists are not maintained. If the foregoing conditions are not satisfied prior to the close of business on the Business Day preceding the Maturity Date, the Corporation shall pay the principal amount of the Debentures outstanding, plus accrued and unpaid interest thereon, if any, up to but excluding the Maturity Date, in cash in accordance with Sections 2.10 and 4.10, unless the Debentureholders waive the conditions which are not satisfied by way of Extraordinary Resolution. The Corporation may not change the form of components or percentage of consideration to be paid for the Debentures except as described in the preceding sentence. When the Corporation determines the actual number of the Shares to be issued pursuant to the Corporation's exercise of its Share Redemption Right, it will issue a press release on a national newswire disclosing the Current Market Price and such actual number of Shares. (d) In the event that the Corporation duly exercises its Share Repayment Right, the Corporation shall on or before 1:00 p.m. (Calgary time) on the Business Day immediately prior to the Maturity Date, deliver to the Debenture Trustee, for delivery to and on account of the holders, upon the due presentation and surrender of the Debenture certificates representing, the Shares to which such holders are entitled. The Corporation 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 Share Repayment Right. Every such deposit shall be irrevocable. From the certificates so deposited in addition to amounts payable by the Debenture Trustee pursuant to Sections 2.10 and 4.10, the Debenture Trustee shall 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 certificates to which such holders are entitled. The delivery of such certificates to the Debenture Trustee will satisfy and discharge the liability of the Corporation for the Debentures to which the delivery of certificates relates to the extent of the amount delivered (plus the amount of any Shares sold to pay applicable taxes in accordance with this Section 4.11) 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 certificates so delivered, the certificate(s) to which it is entitled. (e) No fractional Shares shall be delivered upon the exercise of the Share Repayment Right but, in lieu thereof, the Corporation shall pay to the Debenture Trustee for the account of the holders, at the time contemplated in Section 4.11(d)), the cash equivalent thereof determined on the basis of the Current Market Price of the Shares on the Maturity Date (less any tax required to be deducted, if any). (f) A holder shall be treated as the shareholder of record of the Shares issued on due exercise by the Corporation of its Share Repayment Right effective immediately after the close of business on the Maturity Date, and shall be entitled to all substitutions therefor, all income earned thereon or accretions thereto and all dividends or distributions (dividends or distributions in kind) thereon and arising thereafter, and in the event that the Debenture Trustee receives the same, it shall hold the same in trust for the benefit of such holder. (g) The Corporation shall at all times reserve and keep available out of its authorized Shares (if the number thereof is or becomes limited), solely for the purpose of issue and delivery upon the exercise of the Share Repayment Right as provided herein, and shall issue to Debentureholders to whom Shares will be issued pursuant to exercise of the Share Repayment Right, such number of Shares as shall be issuable in such event. All Shares which shall be so issuable shall be duly and validly issued as fully paid and non- assessable. (h) The Corporation shall comply with all Applicable Securities Legislation regulating the issue and delivery of Shares upon exercise of the Share Repayment Right and shall cause to be listed and posted for trading such Shares on each stock exchange on which the Shares are then listed. (i) The Corporation shall from time to time promptly 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 or security transfer tax, if any) which shall be payable with respect to the issuance or delivery of Shares to holders upon exercise of the 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, plus accrued and unpaid interest thereon, if any, by issuing Shares in accordance with this Section 4.11 and if the principal amount or any interest (or any portion of either) 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, plus accrued and unpaid interest thereon, if any, is insufficient to satisfy such withholding taxes, the Debenture Trustee, on a Written Direction of the Corporation but for the account of the holder, shall sell, or cause to be sold, through such investment banks, brokers or dealers selected by the Corporation, out of the Shares issued by the Corporation for this purpose, such number of Shares that together with the cash component of the principal amount due on maturity, plus accrued and unpaid interest thereon, if any, is sufficient to yield net proceeds (after payment of all costs) to cover the amount of taxes required to be withheld, and shall remit same on behalf of the Corporation to the proper tax authorities within the period of time prescribed for this purpose under applicable laws. Any amount 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 will be remitted to the Debentureholder. (k) Each certificate representing Shares issued in payment of the Debentures bearing the U.S. Legend, as well as all certificates issued in exchange for or in substitution of such Shares, shall bear the U.S. Legend; provided that if the Shares are being sold in compliance with the requirements of Rule 904 of Regulation S, and provided further that the Corporation is a "foreign issuer" within the meaning of Regulation S at the time of sale, the U.S. Legend may be removed by providing a duly completed and signed declaration to the Debenture Trustee, as registrar and transfer agent for the Shares, substantially as set forth in Schedule "E" hereto (or as the Corporation may prescribe from time to time), together with any additional documentation as may be required by the Corporation or the Debenture Trustee, which evidence may include a written opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Corporation, to the effect that the U.S. Legend is no longer required pursuant to the requirements of the 1933 Act or applicable state securities laws; and provided further that, if 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 the Debenture Trustee, as registrar and transfer agent for the Shares, of an opinion of counsel of recognized standing, 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 or applicable state securities laws. Provided that the Debenture 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 Shares. (a) Subject to receipt of any required regulatory approvals and the other provisions of this Section 4.114.11 and to applicable regulatory approval, the Corporation may, at its option, in exchange for or in lieu of paying in cash all or any portion of the principal amount of the Debentures outstanding, plus accrued and unpaid interest thereon, if any, up to but excluding the Maturity Dateoutstanding in money, elect to satisfy its obligation to repay all or any portion of the principal amount of the Debentures outstanding, together with all accrued and unpaid interest thereon, outstanding by issuing and delivering to holders on the Maturity Date applicable maturity date that number of Freely-Tradeable Shares obtained by dividing the principal amount of the Debentures (or applicable portion thereof to be satisfied by the issuance and delivery of Shares) together with all accrued and unpaid interest thereon, plus accrued and unpaid interest thereon, if any, up to but excluding the Maturity Date, by 95% of the Current Market Price of the Shares on the Maturity Date applicable maturity date (the "“Share Repayment Right"”). (b) The Corporation shall exercise the Share Repayment Right by so specifying in the Maturity Notice, which 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 Dateapplicable maturity date, and which shall also specify the aggregate principal amount of Debentures in respect of which it is exercising the Share Repayment Right on the applicable maturity date. The Maturity DateNotice shall state that if the requirements to make a Share Repayment are not met two Business Days prior to the Maturity date that the principal shall be satisfied in cash. (c) The Corporation's ’s right to exercise the Share Repayment Right shall be conditional upon the following conditions being met on the Business Day preceding the Maturity Dateapplicable maturity date: (i) the issuance of the Shares on the exercise of the Share Repayment Right shall be made in accordance with Applicable Securities Legislation and such Shares shall be issued as Freely Freely-Tradeable Shares; (ii) such additional Freely Freely-Tradeable Shares shall be listed or approved for listing (subject only to customary conditions) on each stock exchange on which the Shares are then listed; (iii) the Corporation shall be a reporting issuer in good standing under Applicable Securities Legislation where the distribution of such Freely-Tradeable Shares occurs; (iv) no Event of Default 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 Shares to be delivered for each $1,000 principal amount of Debentures and the Current Market Price of the Shares on the Maturity Dateapplicable maturity date; and (vi) the receipt by the Debenture Trustee of an opinion of Counsel to the effect that such 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 lists of issuers in default 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 lists are not maintained. If the foregoing conditions are not satisfied prior to the close of business on the two Business Day Days preceding the Maturity Dateapplicable maturity date, the Corporation shall pay the principal amount of the Debentures outstanding, plus accrued and unpaid interest thereon, if any, up to but excluding the Maturity Date, outstanding in cash in accordance with Sections 2.10 2.13 and 4.10, unless the Debentureholders waive Debentureholder waives the conditions which are not satisfied by way of Extraordinary Resolution. The Corporation may not change the form of components or percentage of consideration to be paid for the Debentures except as described in the preceding sentence. When the Corporation determines the actual number of the Shares to be issued pursuant to the Corporation's exercise of its Share Redemption Right, it will issue a press release on a national newswire disclosing the Current Market Price and such actual number of Sharessatisfied. (d) In the event that the Corporation duly exercises its Share Repayment Right, the Corporation shall on or before 1:00 p.m. 11:00 a.m. (Calgary Toronto time) on the Business Day immediately prior to the Maturity Dateapplicable maturity date, deliver to the Debenture Trustee, for delivery to and on account of the holders, upon the due presentation and surrender of the Debenture Debenture, certificates representing, representing the Freely-Tradeable Shares to which such holders are entitled. The Corporation shall also deposit with the Debenture Trustee a sum of money sufficient to pay any reasonable charges or expenses which may be incurred by the Debenture Trustee in connection with the Share Repayment Right. Every such deposit shall be irrevocable. From the certificates so deposited in addition to amounts payable by the Debenture Trustee pursuant to Sections 2.10 2.13 and 4.10, the Debenture Trustee shall 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 certificates to which such holders are entitled. The delivery of such certificates to the Debenture Trustee will satisfy and discharge the liability of the Corporation for the Debentures to which the delivery of certificates relates to the extent of the amount delivered (plus the amount of any Shares sold to pay applicable taxes in accordance with this Section 4.11) 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 certificates so delivered, the certificate(s) to which it is entitled. (e) No fractional Freely-Tradeable Shares shall be delivered upon the exercise of the Share Repayment Right but, in lieu thereof, the Corporation shall pay to the Debenture Trustee for the account of the holders, at the time contemplated in Section 4.11(d)), the cash equivalent thereof determined on the basis of the Current Market Price of the Shares on the Maturity Date applicable maturity date (less any tax required to be deducted, if any). The Debenture Trustee shall be entitled to rely on the calculations of the Corporation. (f) A holder shall be treated as the shareholder of record of the Freely-Tradeable Shares issued on due exercise by the Corporation of its Share Repayment Right effective immediately after the close of business on the Maturity Dateapplicable maturity date, and shall be entitled to all substitutions therefor, all income earned thereon or accretions thereto and all dividends or distributions (dividends or distributions in kind) thereon and arising thereafter, and in the event that the Debenture Trustee receives the same, it shall hold the same in trust for the benefit of such holder. (g) The Corporation shall at all times reserve and keep available out of its authorized Shares (if the number thereof is or becomes limited), solely for the purpose of issue and delivery upon the exercise of the Share Repayment Right as provided herein, and shall issue to Debentureholders to whom Freely-Tradeable Shares will be issued pursuant to exercise of the Share Repayment Right, such number of Freely-Tradeable Shares as shall be issuable in such event. All Freely-Tradeable Shares which shall be so issuable shall be duly and validly issued as fully paid and non- non-assessable. (h) The Corporation shall comply with all Applicable Securities Legislation regulating the issue and delivery of Freely-Tradeable Shares upon exercise of the Share Repayment Right and shall cause to be listed and posted for trading such Freely-Tradeable Shares on each stock exchange on which the Shares are then listed. (i) The Corporation shall from time to time promptly 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 or security transfer tax, if any) which shall be payable with respect to the issuance or delivery of Freely-Tradeable Shares to holders upon exercise of the 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, plus accrued and unpaid interest thereon, if any, maturity by issuing Freely-Tradeable Shares in accordance with this Section 4.11 and if the principal amount or any interest (or any portion of eitherthereof) 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, plus accrued and unpaid interest thereon, if any, is insufficient to satisfy such withholding taxes, the Debenture Trustee, on only upon receipt of a Written Direction of the Corporation but for the account of the holder, shall sell, or cause to be sold, through such the investment banks, brokers or dealers selected by the Corporation, out of the Freely-Tradeable Shares issued by the Corporation for this purpose, such number of Freely-Tradeable Shares that together with the cash component of the principal amount due on maturity, plus accrued and unpaid interest thereon, if any, maturity is sufficient to yield net proceeds (after payment of all costs) to cover the amount of taxes required to be withheld, and shall remit same on behalf of the Corporation to the proper tax authorities within the period of time prescribed for this purpose under applicable laws. Any amount 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 will be remitted to the Debentureholder. (k) Each certificate representing Shares issued Interest accrued and unpaid on the Debentures on the applicable maturity date will be paid, less applicable withholding taxes, if any, to holders of Debentures, in payment cash, in the manner contemplated in Section 2.14, subject to the ability of the Debentures bearing the U.S. Legend, Corporation to issue Shares as well as all certificates issued provided in exchange for or in substitution of such Shares, shall bear the U.S. Legend; provided that if the Shares are being sold in compliance with the requirements of Rule 904 of Regulation S, and provided further that the Corporation is a "foreign issuer" within the meaning of Regulation S at the time of sale, the U.S. Legend may be removed by providing a duly completed and signed declaration to the Debenture Trustee, as registrar and transfer agent for the Shares, substantially as set forth in Schedule "E" hereto (or as the Corporation may prescribe from time to time), together with any additional documentation as may be required by the Corporation or the Debenture Trustee, which evidence may include a written opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Corporation, to the effect that the U.S. Legend is no longer required pursuant to the requirements of the 1933 Act or applicable state securities laws; and provided further that, if 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 the Debenture Trustee, as registrar and transfer agent for the Shares, of an opinion of counsel of recognized standing, 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 or applicable state securities laws. Provided that the Debenture 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.Article 10 ..

Right to Repay Principal Amount in Shares. (a) Subject to receipt of any required regulatory approvals and the other provisions of this Section 4.114.10 and receipt of any required regulatory and shareholder approvals, the Corporation Company may, at its option, in exchange for or in lieu of paying in cash all or any portion of the principal amount of the Debentures outstanding, plus accrued and unpaid interest thereon, if any, up to but excluding the Maturity Datedue on maturity in money, elect to satisfy its obligation to repay all or any portion of the principal amount of the Debentures outstanding, together with all accrued and unpaid interest thereon, outstanding by issuing and delivering to holders on the date of maturity of such Debentures (the “Maturity Date Date”) that number of Shares obtained by dividing the principal amount of the Debentures (or applicable portion thereof to be satisfied by the issuance and delivery of Shares) together with all accrued and unpaid interest thereon, plus accrued and unpaid interest thereon, if any, up to but excluding the Maturity Date, by 95% of the Current Market Price of the Shares on the Maturity Date (the "“Share Repayment Right"”). (b) The Corporation Company shall exercise the Share Repayment Right by so specifying in a maturity notice to holders of the Debentures substantially in the form of Schedule “C” (the “Maturity Notice”), which 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 Share Repayment Right on the Maturity Date. (c) The Corporation's Company’s right to exercise the Share Repayment Right shall be conditional upon the following conditions being met on the Business Day preceding the Maturity Date: (i) the issuance of the Shares on the exercise of the Share Repayment Right shall be made in accordance with Applicable Securities Legislation and such Shares shall be issued as Freely Tradeable SharesLegislation; (ii) the listing of such additional Freely Tradeable Shares shall be listed on each stock exchange on which the Shares are then listed; (iii) the Corporation shall be Company being a reporting issuer in good standing under Applicable Securities Legislation where the distribution of such Shares occurs; (iv) no Event of Default 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 Shares to be delivered for each $1,000 principal amount of Debentures and the Current Market Price of the Shares on the Maturity Date; and (vi) the receipt by the Debenture Trustee of an opinion of Counsel to the effect that such Shares have been duly authorized by the Company 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 lists certificates of issuers in default maintained good standing 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 lists certificates of good standing are not maintainedissued. If the foregoing conditions are not satisfied prior to the close of business 5:00 p.m. (Toronto time) on the Business Day immediately preceding the Maturity Date, the Corporation Company shall pay the principal amount of the Debentures outstanding, plus accrued and unpaid interest thereon, if any, up to but excluding the Maturity Date, outstanding in cash in accordance with Sections 2.10 and 4.10Section 2.13, unless the Debentureholders waive Debentureholder waives the conditions which are not satisfied by way of Extraordinary Resolution. satisfied. (d) The Corporation may not change Company’s right to exercise the form of components or percentage of consideration to Share Repayment Right shall be paid for the Debentures except as described in the preceding sentence. When the Corporation determines the actual number of the Shares to be issued pursuant to the Corporation's exercise of its Share Redemption Right, it will issue a press release on a national newswire disclosing conditional upon the Current Market Price and such actual number of Sharesthe Shares on the Repayment Date being not less than the Minimum Trading Price. (de) In the event that the Corporation Company duly exercises its Share Repayment Right, the Corporation Company shall on or before 1:00 p.m. not less than two (Calgary time2) on the Business Day immediately Days prior to the Maturity Date, deliver to the Debenture Trustee, for delivery to and on account of the holdersholders on the Maturity Date, upon the due presentation and surrender of the Debenture certificates representingDebentures, the Shares to which such holders are entitled. The Corporation Company 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 Share Repayment Right. Every such deposit shall be irrevocable. From the certificates so deposited in addition to amounts payable by the Debenture Trustee pursuant to Sections 2.10 and 4.10Section 2.13, the Debenture Trustee shall 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 the Maturity Date and deliver to such holders the certificates to which such holders are entitled. The delivery of such certificates to the Debenture Trustee will satisfy and discharge the liability of the Corporation Company for the Debentures to which the delivery of certificates relates to the extent of the amount delivered (plus the amount of any Shares certificates sold to pay applicable taxes in accordance with this Section 4.114.10) 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 certificates so delivered, the certificate(s) to which it is entitled. (ef) No fractional Shares shall be delivered upon the exercise of the Share Repayment Right but, in lieu thereof, the Corporation Company shall pay to the Debenture Trustee for the account of the holders, at the time contemplated in Section 4.11(d)4.10(e), the cash equivalent thereof determined on the basis of the Current Market Price of the Shares on the Maturity Date (less any tax required to be deducted, if any). (fg) A holder of Debentures shall be treated as the shareholder of record of the Shares issued on due exercise by the Corporation Company of its Share Repayment Right effective immediately after 5:00 p.m. (Toronto time) the close of business on the Maturity Date, and shall be entitled to all substitutions therefor, all income earned thereon or accretions thereto and all dividends or distributions (including share distributions and dividends or distributions in kind) thereon and arising thereafter, and in the event that the Debenture Trustee receives the same, it shall hold the same in trust for the benefit of such holder. (gh) The Corporation Company shall at all times reserve and keep available out of its authorized Shares (if the number thereof is or becomes limited), solely for the purpose of issue and delivery upon the exercise of the Company’s Share Repayment Right as provided herein, and shall issue to Debentureholders to whom Shares will be issued pursuant to exercise of the Share Repayment Right, such number of Shares as shall be issuable in such event. All Shares which shall be so issuable issued upon exercise of the Share Repayment Right shall be duly and validly issued as fully paid and non- assessablenon-assessable Shares. (hi) The Corporation Company shall comply with all Applicable Securities Legislation regulating the issue and delivery of Shares upon exercise of the Share Repayment Right and shall cause to be listed and posted for trading such Shares on each stock exchange on which the Shares are then listed. (ij) The Corporation Company shall from time to time promptly 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 or security transfer withholding tax, if any) which shall be payable with respect to the issuance or delivery of Shares to holders of Debentures upon exercise of the Share Repayment Right pursuant to the terms of the Debentures and of this Indenture. (jk) If the Corporation Company elects to satisfy its obligation to pay all or any portion of the principal amount of Debentures due on maturity, plus accrued and unpaid interest thereon, if any, the Maturity Date by issuing Shares in accordance with this Section 4.11 4.10 and if the principal amount or any interest (or any portion of eitherthereof) to which a holder Debentureholder is entitled is subject to withholding taxes and the amount of the cash payment of the principal amount due on maturity, if any, plus accrued and unpaid interest thereonthe Maturity Date, if any, is insufficient to satisfy such withholding taxes, the Debenture Trustee, on a the Written Direction of the Corporation Company but for the account of the holder, shall sell, or cause to be sold, through such the investment banks, brokers or dealers selected by the CorporationCompany, out of the Shares issued by the Corporation Company for this purpose, such number of Shares that together with the cash component of the principal amount due on maturity, plus accrued and unpaid interest thereon, if any, the Maturity Date is sufficient to yield net proceeds (after payment of all costs) to cover the amount of taxes required to be withheld, and shall remit same on behalf of the Corporation Company to the proper tax authorities within the period of time prescribed for this purpose under applicable laws. Any amount of net excess proceeds (from such sale, after payment of all costs) in excess of the amount required to cover applicable tax required by applicable law to withholding taxes, shall be withheld will be remitted paid to the Debentureholderholder. (kl) Each certificate representing Shares issued in payment of the principal amount of Debentures bearing the U.S. LegendLegend set forth in Section 2.14, as well as all certificates issued in exchange for or in substitution of such Sharesthe foregoing securities, shall bear the U.S. LegendLegend set forth in Section 2.14; provided that if the Shares are being sold outside the United States in compliance accordance with the requirements of Rule 904 of Regulation S, and provided further that the Corporation Company is a "“foreign issuer" ” within the meaning of Regulation S at the time of sale, the U.S. Legend may be removed by providing a duly completed and signed declaration to the Debenture Trustee, as registrar and transfer agent for the Shares, substantially as set forth in Schedule "“E" ” hereto (or as the Corporation Company or the Debenture Trustee may prescribe from time to time), together with any additional documentation as may be required by the Corporation or the Debenture Trustee, which evidence may include a written opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Corporation, to the effect that the U.S. Legend is no longer required pursuant to the requirements of the 1933 Act or applicable state securities laws; and provided further that, if 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 the Debenture Trustee, as registrar and transfer agent for the Shares, of an opinion of counsel counsel, of recognized standing, in form and substance, standing reasonably satisfactory to the CorporationCompany, that the U.S. Legend is no longer required under applicable requirements of the 1933 Act or applicable state securities laws. Provided that the Debenture Trustee obtains confirmation from the Corporation Company that such counsel is satisfactory to it, it shall be entitled to rely on such opinion of counsel without further inquiry. (m) Interest accrued and unpaid on the Debentures on the Maturity Date will be paid to holders of Debentures, in cash, in the manner contemplated in Section 2.15.