Common use of Right to Repay Redemption Price in Shares Clause in Contracts

Right to Repay Redemption Price in Shares. (a) Subject to receipt of any required regulatory approvals, Section 2.2(d) and the other provisions of this Section 4.6, the Corporation may, at its option, in exchange for or in lieu of paying the Redemption Price in money, elect to satisfy its obligation to pay all or any portion of the principal amount of Debentures due upon redemption by issuing and delivering to holders on the Redemption Date that number of Freely Tradeable Shares obtained by dividing the principal amount of the Debentures, plus accrued and unpaid interest thereon, if any, up to but excluding the Redemption Date, by 95% of the Current Market Price on the Redemption Date (the "Share Redemption Right"). (b) The Corporation shall exercise the Share Redemption Right by so specifying in the Redemption Notice which shall be delivered to the Debenture Trustee and the holders of Debentures to be so redeemed not more than 60 days and not less than 30 days prior to the Redemption Date in the manner provided in Section 14.2. The Redemption Notice shall also specify the aggregate principal amount of Debentures in respect of which it is exercising the Share Redemption Right. (c) The Corporation's right to exercise the Share Redemption Right shall be conditional upon the following conditions being met on the Business Day preceding the Redemption Date: (i) the issuance of the Shares on the exercise of the Share Redemption 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) satisfaction of the conditions set forth in Section 2.2(d); (vi) 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 Redemption Date; and (vii) 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 Redemption Price, will be validly issued as fully paid and non-assessable, that conditions (i) and (ii) above have been satisfied and that, relying exclusively on a list 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 Redemption Date, the Corporation shall pay the Redemption Price in cash in accordance with Section 4.5 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 Redemption Right, the Corporation shall on or before 1:00 p.m. (Calgary time) on the Business Day immediately prior to the Redemption Date, deliver to the Debenture Trustee, for delivery to and on account of the holders of the Debentures, upon the due presentation and surrender of the Debentures, certificates representing the Shares to which such holders are entitled. From the certificates so deposited in addition to amounts payable by the Debenture Trustee pursuant to Section 4.5, the Debenture Trustee must pay or cause to be paid, to the holders of such Debentures the Redemption Price of the Debentures called for redemption in the amounts to which they are respectively entitled on the Redemption Date plus, if accrued interest is not included in the Redemption Price, accrued and unpaid interest up to and excluding the Redemption Date and deliver to such holders the certificates to which such holders are entitled. (e) No fractional Shares shall be delivered upon the exercise of the Share Redemption 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 4.6(d), the cash equivalent thereof determined on the basis of the Current Market Price of the Shares on the Redemption Date (less tax required to be deducted, if any). (f) A holder of Debentures shall be treated as the shareholder of record of the Shares issued on due exercise by the Corporation of its Share Redemption Right effective immediately after the close of business on the Redemption Date, and 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 shall hold the same in trust for the benefit of such holder. (g) In the event that the Corporation exercises its Share Repayment Right, 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 Corporation's Share Redemption Right as provided herein, and shall issue to Debentureholders to whom Shares will be issued pursuant to exercise of the Share Redemption 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 Redemption 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 Redemption 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 Redemption Price by issuing Freely Tradeable Shares in accordance with this Section 4.6 and if the Redemption Price (or any portion thereof) to which a holder is entitled is subject to withholding taxes and the amount of the cash payment of the Redemption Price, if any, is insufficient to satisfy such withholding taxes, the Debenture Trustee, on 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 and approved by the Debenture Trustee, out of the Freely Tradeable Shares issued by the Corporation for this purpose, such number of Freely Tradeable Shares that together with the cash payment of the Redemption Price, 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 Redemption Price of 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 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 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 Redemption Price in Shares. (a) Subject to receipt of any required regulatory approvals, Section 2.2(d) and the other provisions of this Section 4.64.6 and applicable regulatory approval, the Corporation may, at its option, in exchange for or in lieu of paying the Redemption Price in money, elect to satisfy its obligation to pay all or any portion of the principal amount of Debentures due upon redemption by issuing and delivering to holders on the Redemption Date that number of Freely Freely-Tradeable Shares obtained by dividing the principal amount of the Debentures, plus accrued and unpaid interest thereon, if any, up to but excluding the Redemption Date, Debentures by 95% of the Current Market Price on the Redemption Date (the "“Share Redemption Right"”). (b) The Corporation shall exercise the Share Redemption Right by so specifying in the Redemption Notice which shall be delivered to the Debenture Trustee and the holders of Debentures to be so redeemed not more than 60 days and not less than 30 40 days prior to the Redemption Date in the manner provided in Section 14.214.2 . The Redemption Notice shall also specify the aggregate principal amount of Debentures in respect of which it is exercising the Share Redemption Right. (c) The Corporation's ’s right to exercise the Share Redemption Right shall be conditional upon the following conditions being met on the Business Day preceding the Redemption Date: (i) the issuance of the Shares on the exercise of the Share Redemption 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) satisfaction of the conditions set forth in Section 2.2(d); (vi) 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 Redemption Date; and (viivi) 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 Redemption Price, will be validly issued as fully paid and non-assessable, that conditions (i) and (ii) above have been satisfied and that, relying exclusively on a list 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 Redemption Date, the Corporation shall pay the Redemption Price in cash in accordance with Section 4.5 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 ’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 Redemption 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 Redemption Date, deliver to the Debenture Trustee, for delivery to and on account of the holders of the Debentures, upon the due presentation and surrender of the Debentures, certificates representing the Freely-Tradeable Shares to which such holders are entitled. From the certificates so deposited in addition to and the amounts payable by the Debenture Trustee pursuant to Section 4.5, the Debenture Trustee must pay or cause to be paid, to the holders of such Debentures the Redemption Price of the Debentures called for redemption in the amounts to which they are respectively entitled on the Redemption Date plus, if accrued interest is not included in the Redemption Price, plus accrued and unpaid interest up to and but excluding the Redemption Date and deliver to such holders the certificates to which such holders are entitled. (e) No fractional Shares shall be delivered upon the exercise of the Share Redemption 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 4.6(d), the cash equivalent thereof determined on the basis of the Current Market Price of the Shares on the Redemption Date (less tax required to be deducted, if any). (f) A holder of Debentures shall be treated as the shareholder of record of the Freely- Tradeable Shares issued on due exercise by the Corporation of its Share Redemption Right effective immediately after the close of business on the Redemption Date, and 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 shall hold the same in trust for the benefit of such holder. (g) In the event that the Corporation exercises its Share Repayment Right, the 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 Corporation's ’s Share Redemption Right as provided herein, and shall issue to Debentureholders to whom Freely-Tradeable Shares will be issued pursuant to exercise of the Share Redemption 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 Redemption 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 Freely-Tradeable Shares to holders upon exercise of the Share Redemption 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 Redemption Price by issuing Freely Freely-Tradeable Shares in accordance with this Section 4.6 and if the Redemption Price (or any portion thereof) to which a holder is entitled is subject to withholding taxes and the amount of the cash payment of the Redemption Price, 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 and approved by the Debenture TrusteeCorporation, out of the Freely Freely-Tradeable Shares issued by the Corporation for this purpose, such number of Freely Freely-Tradeable Shares that together with the cash payment of the Redemption Price, 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 Interest accrued and unpaid on the Debentures on the Redemption Date will be paid, less applicable withholding taxes, if any, to holders of Debentures, in payment cash, in the manner contemplated in Section 2.15 subject to the ability of the Redemption Price of Debentures bearing the U.S. Legend, Corporation to issue Shares as well as all certificates issued provided in exchange for or in substitution of the foregoing securities, 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 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 inquiryArticle 10 .

Right to Repay Redemption Price in Shares. (a) Subject to receipt of any required regulatory approvals, Section 2.2(d) and the other provisions of this Section 4.64.6 and receipt of any required regulatory or shareholder approvals, the Corporation Company may, at its option, in exchange for or in lieu of paying the Redemption Price in money, elect to satisfy its obligation to pay all or any portion of the principal amount of Debentures due upon redemption Redemption Price by issuing and delivering to holders on the Redemption Date that number of Freely Tradeable Shares obtained by dividing the principal amount of the Debentures, plus accrued and unpaid interest thereon, if any, up to but excluding the Redemption Date, Price by 95% of the then Current Market Price of the Shares on the Redemption Date (the "“Share Redemption Right"”). The Debenture Trustee shall have no obligation to calculate or verify the Share Redemption Right. (b) The Corporation Company shall exercise the Share Redemption Right by so specifying in the Redemption Notice which shall be delivered to the Debenture Trustee and the holders of Debentures to be so redeemed not more than 60 days and not less than 30 40 days prior to the Redemption Date in the manner provided in Section 14.2Date. The Redemption Notice shall also specify the aggregate principal amount of Debentures in respect of which it is exercising the Share Redemption Right. (c) The Corporation's Company’s right to exercise the Share Redemption Right shall be conditional upon the following conditions being met on the second Business Day immediately preceding the Redemption Date: (i) the issuance of the Shares on the exercise of the Share Redemption Right shall be made in accordance with Applicable Securities Legislation and such Shares shall be issued as Freely Tradeable Shares; (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) satisfaction of the conditions set forth in Section 2.2(d); (vi) 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 Redemption Date; and (viivi) the receipt by the Debenture Trustee of an opinion of Counsel to the effect that the issuance of 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 Redemption Price, will be validly issued as fully paid and non-assessable, that conditions (i) and (ii) above have been satisfied and that, relying exclusively on a list 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 are not maintainedissued. If the foregoing conditions are not satisfied prior to the close of business 5:00 p.m. (Toronto time) on the second Business Day immediately preceding the Redemption Date, the Corporation Company shall pay the Redemption Price in cash in accordance with Section 4.5 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 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 Right shall be conditional upon the Current Market Price and such actual number of Sharesthe Shares on the Redemption Date being not less than the Minimum Trading Price. (de) In the event that the Corporation Company duly exercises its Share Redemption Right, the Corporation Company shall on or before 1:00 p.m. 11:00 a.m. (Calgary Toronto time) on the Business Day immediately prior to the Redemption Date, deliver to the Debenture Trustee, for delivery to and on account of the holders of the Debentures, upon the due presentation and surrender of the Debentures, certificates representing the Shares to which such holders are entitled. From the certificates so deposited in addition to amounts payable by the Debenture Trustee pursuant to Section 4.5, the Debenture Trustee must pay or cause to be paid, to the holders of such Debentures the Redemption Price of the Debentures called for redemption in the amounts to which they are respectively entitled on the Redemption Date plus, if accrued interest is not included in the Redemption Price, accrued and unpaid interest up to and excluding the Redemption Date and deliver to such holders the certificates to which such holders are entitled. (ef) No fractional Shares shall be delivered upon the exercise of the Share Redemption 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 4.6(d4.6(e), the cash equivalent thereof determined on the basis of the Current Market Price of the Shares on the Redemption 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 Redemption Right effective immediately after the close of business on the Redemption Date, and shall be entitled to all substitutions therefor, all income earned thereon or accretions thereto and all dividends or distributions (including Share dividends 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) In the event that the Corporation Company exercises its Share Repayment Right, 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 Corporation's Company’s Share Redemption Right as provided herein, and shall issue to Debentureholders to whom Shares will be issued pursuant to exercise of the Share Redemption 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- non-assessable. (hi) The Corporation Company shall comply with all Applicable Securities Legislation regulating the issue and delivery of Shares upon exercise of the Share Redemption 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 taxtax or, withholding tax or security transfer 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 Redemption 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 Redemption Price by issuing Freely Tradeable Shares in accordance with this Section 4.6 and if the Redemption Price (or any portion thereof) to which a holder is entitled is subject to withholding taxes and the amount of the cash payment of the Redemption Price, if any, is insufficient to satisfy such withholding taxes, the Debenture Trustee, on 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 Corporation and approved by the Debenture TrusteeCompany, out of the Freely Tradeable Shares issued by the Corporation Company for this purpose, such number of Freely Tradeable Shares that together with the cash payment of the Redemption Price, 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 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 Redemption Price 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 the 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 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) Accrued and unpaid interest on the Debentures on the Redemption Date will be paid to holders of Debentures, in cash, in the manner contemplated in Section 4.5.

Right to Repay Redemption Price in Shares. (a) Subject to receipt of any required regulatory approvals, Section 2.2(d) and the other provisions of this Section 4.6, the Corporation may, at its option, in exchange for or in lieu of paying the Redemption Price in money, elect to satisfy its obligation to pay all the Redemption Price in whole or any portion of the principal amount of Debentures due upon redemption in part by issuing and delivering to holders on the Redemption Date that number of Freely Tradeable Shares obtained by dividing the aggregate principal amount of the Debentures, plus accrued and unpaid interest thereon, if any, up to but excluding the Redemption Date, Debentures being redeemed by 95% of the Current Market Price of the Shares on the Redemption Date (the "“Share Redemption Right"”). (b) The Corporation shall exercise the Share Redemption Right by so specifying in the Redemption Notice set forth in Schedule D, which shall be delivered to the Debenture Trustee and the holders of Debentures to be so redeemed not more than 60 days and not less than 30 40 days prior to the Redemption Date in the manner provided in Section 14.2Date. The Redemption Notice shall also specify the aggregate principal amount of Debentures in respect of which it is exercising the Share Redemption Right. (c) The Corporation's ’s right to exercise the Share Redemption Right shall be conditional upon the following conditions being met on or before the Business Day preceding the Redemption Date: (i) the issuance of the Shares to be issued on the exercise of the Share Redemption Right shall be made in accordance with Applicable Securities Legislation and such Shares shall be issued as being Freely Tradeable SharesTradeable; (ii) the conditional listing of such additional Freely Tradeable Shares shall be listed on each stock exchange on which the Shares are then listedlisted subject only to customary conditions of listing; (iii) the Corporation shall be being a reporting issuer (or its equivalent) not in good standing default under Applicable Securities Legislation where the distribution of such Shares occurs; (iv) no Event of Default shall have occurred and be continuing; (v) satisfaction of the conditions set forth in Section 2.2(d); (vi) 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 Redemption Date; and (viivi) the receipt by the Debenture Trustee of an opinion of Counsel dated the Redemption Date 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 Redemption Price, will be validly issued as fully paid and non-assessablenonassessable, that conditions condition (i) and above has been satisfied, relying exclusively on correspondence from the relevant stock exchange, that condition (ii) above have has been satisfied and thatsatisfied, and, relying exclusively on a list of issuers in default maintained reporting issuer lists published by the relevant securities authorities, that condition (iii) above is satisfied, except that the opinion in respect of condition (iii) need not be expressed with respect to those provinces and territories where such reporting issuer lists are not maintainedpublished. If the foregoing conditions are not satisfied at or prior to the close of business on the Business Day preceding the Redemption Date, the Corporation shall pay in cash 100% of the Redemption Price that would otherwise have been satisfied in cash Shares in accordance with Section 4.5 4.5, 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 Redemption Right, the Corporation shall on or before 1:00 p.m. 11:00 a.m. (Calgary Toronto time) on the Business Day immediately prior Redemption Date make the delivery to the Redemption Date, deliver to the Debenture Trustee, Trustee for delivery to and on account of the holders of the Debenturesholders, upon the due presentation and surrender of the DebenturesDebentures for payment on the Redemption Date at any place where a register is maintained pursuant to Article 3 or any other place specified in the Redemption Notice, of certificates or other evidence representing the Freely Tradeable Shares and a cheque representing accrued and unpaid interest to which such holders are entitled. From the certificates so deposited in addition entitled (less any tax required to amounts payable by the Debenture Trustee be withheld pursuant to Section 4.57.8, if any). Such Freely Tradeable Shares shall initially be registered in the Debenture name of the Trustee must pay or cause to be paid, to until such time as the holders holder of such Debentures has surrendered its Debentures or duly endorsed form of transfer to the Redemption Price of the Debentures called for redemption in the amounts to which they are respectively entitled on the Redemption Date plus, if accrued interest is not included in the Redemption Price, accrued and unpaid interest up to and excluding the Redemption Date and deliver to such holders the certificates to which such holders are entitledTrustee. (e) No fractional Freely Tradeable Shares shall be delivered upon the exercise of the Share Redemption 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 4.6(d), the cash equivalent thereof determined on the basis of the Current Market Price of the Shares on the Redemption Date (less any tax required to be deducted, if any). Upon request by the Trustee, the Corporation shall provide, in writing to the Trustee, the price to be paid in respect of such fractional Shares. (f) A holder of Debentures shall be treated as the shareholder of record of the Freely Tradeable Shares issued on due exercise by the Corporation of its Share Redemption Right effective immediately after the close of business on the Redemption Date, and 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 shall hold the same in trust for the benefit of such holder. (g) In the event that the The Corporation exercises its Share Repayment Right, 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 Corporation's Share Redemption Right as provided herein, and shall issue to Debentureholders to whom Freely Tradeable Shares will be issued pursuant to exercise of the Share Redemption 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- assessablenonassessable. (h) The Corporation shall comply with all Applicable Securities Legislation regulating the issue and delivery of Shares upon exercise of the Share Redemption 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 or territory 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 Redemption 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 Redemption Price by issuing Freely Tradeable Shares in accordance with this Section 4.6 and if the Redemption Price (or any portion thereof) to which a holder is entitled is subject to withholding taxes and the amount of the cash payment of the Redemption Price, if any, is insufficient pursuant to satisfy such withholding taxesSection 7.8, the Debenture Trustee, on the Written Direction of the Corporation but for the account of the holder, shall sellprovide reasonable assistance to effect the sale, or cause to be sold through such the investment banks, brokers or dealers selected by the Corporation and approved by the Debenture TrusteeCorporation, out of the Freely Tradeable Shares issued by the Corporation for this purpose, such number of Freely Tradeable Shares that together with the cash payment of the Redemption Price, 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 In the event the Trustee sells such Freely Tradeable Shares pursuant to this Section 4.6(i), the procedures set forth in Article 10 of net proceeds (after payment of all costs) in excess this Corporation Indenture shall apply mutatis mutandis to such sale. The Trustee shall not be responsible for the purchase price or the timing of the amount required sale of such Shares. (j) In the event the Corporation exercises its Share Redemption Right, the Corporation shall reserve and keep available out of its authorized Shares such number of Shares as shall be issuable in such event (if the number thereof becomes limited) solely for the purpose of issue and delivery upon the exercise of the Share Redemption Right as provided herein, and shall issue such Shares to cover applicable tax required by applicable law Debentureholders to be withheld whom the Shares will be remitted issued pursuant to exercise of the DebentureholderShare Redemption Right. (k) Each certificate representing Shares issued in payment of Interest accrued and unpaid on the Debentures on the Redemption Price of Debentures bearing Date will be paid to Debentureholders in the U.S. Legend, as well as all certificates issued manner contemplated in exchange for or in substitution of the foregoing securities, 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 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 inquirySection 2.14.

Right to Repay Redemption Price in Shares. (a) Subject to receipt of any required regulatory approvals, Section 2.2(d) and the other provisions of this Section 4.64.6 and applicable regulatory approval, the Corporation may, at its option, in exchange for or in lieu of paying the Redemption Price in money, elect to satisfy its obligation to pay all or any portion of the principal amount of Debentures due upon redemption Redemption Price by issuing and delivering to holders on the Redemption Date that number of Freely Tradeable Shares obtained by dividing the principal amount Redemption Price or an applicable portion thereof to be satisfied by the issuance and delivery of the Debentures, plus accrued and unpaid interest thereon, if any, up to but excluding the Redemption Date, Freely Tradeable Shares by 95% of the then Current Market Price of the Shares on the Redemption Date (the "“Share Redemption Right"”). (b) The Corporation shall will exercise the Share Redemption Right by so specifying in the Redemption Notice which shall must be delivered to the Debenture Trustee and the holders of Debentures to be so redeemed not more than 60 days and not less than 30 days prior to the Redemption Date in the manner provided in Section 14.2Date. The Redemption Notice shall must also specify the aggregate principal amount of Debentures in respect of which it is exercising the Share Redemption Right. (c) The Corporation's ’s right to exercise the Share Redemption Right shall be is conditional upon the following conditions being met on the Business Day preceding the Redemption Date: (i) the issuance of the Shares on the exercise of the Share Redemption Right shall must be made in accordance with Applicable Securities Legislation and such Shares shall must be issued as Freely Tradeable Shares; (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) satisfaction of the conditions set forth in Section 2.2(d); (vi) 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 Redemption Date; and (viivi) 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 Redemption Price, will be validly issued as fully paid and non-assessable, that conditions (i) and (ii) above have been satisfied and that, relying exclusively on a list 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 are not maintainedissued. If the foregoing conditions are not satisfied prior to the close of business on the Business Day preceding the Redemption Date, the Corporation shall must pay the Redemption Price in cash in accordance with Section 4.5 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 Redemption 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 Redemption Date, deliver to the Debenture Trustee, for delivery to and on account of the holders of the Debenturesholders, upon the due presentation and surrender of the Debentures, certificates representing the Freely Tradeable Shares to which such holders are entitled. From the certificates so deposited in addition to amounts payable by the Debenture Trustee pursuant to Section 4.5, the Debenture Trustee must pay or cause to be paid, to the holders of such Debentures Debentures, the Redemption Price of the Debentures called for redemption in the amounts to which they are respectively entitled on the Redemption Date plus, if accrued interest is not included in the Redemption Price, plus accrued and unpaid interest thereon up to and but excluding the Redemption Date and deliver to such holders the certificates to which such holders are entitled. (e) No fractional Shares shall will be delivered upon the exercise of the Share Redemption 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 Subsection 4.6(d), the cash equivalent thereof determined on the basis of the Current Market Price of the Shares on the Redemption Date (less any tax required to be deducted, if any). (f) A holder of Debentures shall will be treated as the shareholder of record of the Freely Tradeable Shares issued on due exercise by the Corporation of its Share Redemption Right effective immediately after the close of business on the Redemption Date, and shall will 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 will hold the same in trust for the benefit of such holder. (g) In the event that the Corporation exercises its Share Repayment Right, 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 Corporation's ’s Share Redemption Right as provided herein, and shall must issue to Debentureholders to whom Freely Tradeable Shares will be issued pursuant to exercise of the Share Redemption Right, such number of Freely Tradeable Shares as shall be are issuable in such event. All Freely Tradeable Shares which shall be are 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 Redemption Right and shall must 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 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 Redemption 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 Redemption Price by issuing Freely Tradeable Shares in accordance with this Section 4.6 and if the Redemption Price (or any portion thereof) to which a holder is entitled is subject to withholding taxes and the amount of the cash payment of the Redemption Price, if any, is insufficient to satisfy such withholding taxes, the Debenture Trustee, on Written Direction the written direction of the Corporation but for the account of the holder, shall will sell, or cause to be sold through such the investment banks, brokers or dealers selected by the Corporation and approved by the Debenture TrusteeCorporation, 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 payment of the Redemption Price, 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 will 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 Redemption Date will be paid, less applicable withholding taxes, if any, to holders of Debentures, in payment cash, in the manner contemplated in Section 4.5 subject to the ability of the Redemption Price of Debentures bearing the U.S. Legend, Corporation to issue Shares as well as all certificates issued provided in exchange for or in substitution of the foregoing securities, 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 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 inquiryArticle 10.

Right to Repay Redemption Price in Shares. (a) Subject to receipt of any required regulatory approvals, Section 2.2(d) and the other provisions of this Section 4.6, the Corporation may, at its option, in exchange for or in lieu unless an Event of paying the Redemption Price in moneyDefault has occurred and is continuing, elect to satisfy its obligation to pay all the Redemption Price in whole or any portion of the principal amount of Debentures due upon redemption in part by issuing and delivering to holders on the Redemption Date that number of Freely Tradeable Shares obtained by dividing the aggregate principal amount of the Debentures, plus accrued and unpaid interest thereon, if any, up to but excluding the Redemption Date, Debentures being redeemed by 95% of the then Current Market Price of the Shares on the Redemption Date (the "“Share Redemption Right"”). (b) The Corporation shall exercise the Share Redemption Right by so specifying in the Redemption Notice which and shall be delivered to the Debenture Trustee and the holders of Debentures to be so redeemed not more than 60 days and not less than 30 days prior to the Redemption Date in the manner provided in Section 14.2. The Redemption Notice shall also specify the aggregate principal amount of Debentures in respect of which it is exercising the Share Redemption RightRight in such Notice. The Redemption Notice shall be delivered to the Trustee and the holders of Debentures not more than 60 days and not less than 30 days prior to the Redemption Date. (c) The Corporation's ’s right to exercise the Share Redemption Right shall be conditional upon the following conditions being met on the Business Day preceding the Redemption Date: (i) the issuance qualification of the Shares to be issued on the exercise of the Share Redemption Right shall be made in accordance with Applicable Securities Legislation and such Shares shall be issued as Freely Tradeable SharesTradeable; (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 (or its equivalent) in good standing (or equivalent) under Applicable Securities Legislation where the distribution of such Shares occursoccurs (provided that where Debentures are represented by one or more Global Debenture certificates such distribution will be deemed to occur in jurisdictions where beneficial holders are resident notwithstanding the residency of the registered holder; (iv) no Event of Default shall have occurred and be continuing; (v) satisfaction of the conditions set forth in Section 2.2(d); (vi) 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 Redemption Date; and (viivi) the receipt by the Debenture Trustee of an opinion 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 Redemption Price, will be validly issued as fully paid and non-non assessable, that conditions (i) and (ii) above have been satisfied and that, relying exclusively on a list certificates of issuers in good standing or no 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 at or prior to the close 11:00 a.m. (Toronto time) of business on the Business Day preceding the Redemption Date, the Corporation shall pay in cash the Redemption Price that would otherwise have been satisfied in cash Shares in accordance with Section 4.5 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 Redemption Right, upon presentation and surrender of the Debentures for payment on the Redemption Date, at any place where a register is maintained pursuant to Article 3 or any other place specified in the Redemption Notice, 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 Redemption Date, deliver Date make the delivery to the Debenture Trustee, Trustee for delivery to and on account of the holders holders, of the Debentures, upon the due presentation and surrender of the Debentures, certificates representing the number of whole Shares and a cheque representing accrued and unpaid interest to which such holders are entitled. From the certificates so deposited Such Shares shall be in addition to amounts payable by the Debenture Trustee pursuant to Section 4.5fully registered, the Debenture Trustee must pay or cause to be paid, to the holders of such Debentures the Redemption Price of the Debentures called for redemption in the amounts to which they are respectively entitled on the Redemption Date plus, if accrued interest is not included in the Redemption Price, accrued and unpaid interest up to and excluding the Redemption Date and deliver to such holders the certificates to which such holders are entitleddefinitive form. (e) No fractional Shares shall be delivered upon the exercise of the Share Redemption 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 4.6(d), the cash equivalent thereof determined on the basis of the Current Market Price of the Shares on the Redemption Date (less any tax required to be deducted, if any). (f) A holder of Debentures shall be treated as the shareholder of record of the Shares issued on due exercise by the Corporation of its Share Redemption Right effective immediately after the close of business on the Redemption 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 or any paying agent receives the same, it shall hold the same in trust for the benefit of such holder. (g) In the event that the The Corporation exercises its Share Repayment Right, 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 Corporation's Share Redemption Right as provided herein, and shall issue to Debentureholders to whom Shares will be issued pursuant to exercise of the Share Redemption Right, such number of Shares as shall be issuable in such event. All such 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 Shares upon exercise of the Share Redemption 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 Redemption 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 Redemption Price by issuing Freely Tradeable Shares in accordance with this Section 4.6 and if the Redemption Price (or any portion thereof) to which a holder is entitled is subject to withholding taxes and the amount of the cash payment of the Redemption Price, 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, shall sell, or cause to be sold through such the investment banks, brokers or dealers selected by the Corporation and approved by the Debenture TrusteeCorporation, out of the Freely Tradeable Shares issued by the Corporation for this purpose, such number of Freely Tradeable Shares that together with the cash payment of the Redemption Price, 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 In the event the Trustee sells such Shares pursuant to this Section 4.6(j), the procedures set forth in Article 10 of net proceeds (after payment of all costs) in excess of the amount required this Indenture shall apply mutatis mutandis to cover applicable tax required by applicable law to be withheld will be remitted to the Debentureholdersuch sale. (k) Each Absent registration of any such Shares pursuant to the 1933 Act, each certificate representing Shares issued in payment of the Redemption Price of Debentures bearing the U.S. 1933 Act Legend, as well as all certificates issued in exchange for or in substitution of the foregoing securitiesShares, shall bear the U.S. Legend; provided 1933 Act Legend set forth below: “This Security (or its predecessor) has not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state of the United States, and accordingly, neither this Security nor any interest or participation herein may be offered, sold, assigned, pledged, encumbered or otherwise transferred or disposed of in the absence of such registration within the United States or to, or for the account or benefit of, U.S. Persons except as set forth in the next sentence. By its acquisition hereof or of a beneficial interest herein, the holder (1) acknowledges that if this Security is a “restricted security” that has not been registered under the Shares are being sold Securities Act and agrees for the benefit of MDC Partners Inc. (“MDC”) that this Security may be offered, sold, pledged or otherwise transferred only in compliance with the requirements Securities Act and other applicable laws of the state of the United States governing the offer and sale of the Security; (2) represents that it is (a) not a U.S. Person and is acquiring this Security in an offshore transaction in compliance with Regulation S under the Securities Act or (b) a qualified institutional buyer (“QIB”) (as defined in Rule 144A under the Securities Act); (3) agrees that it will not within two years after the original issuance of the Debenture from which this Security was converted, resell or otherwise transfer this Security except (a) to MDC or any subsidiary thereof, (b) to persons other than U.S. Persons outside the United States (including on the Toronto Stock Exchange) in compliance with Rules 903, 904 and 905 of Regulation S, (c) to a QIB in compliance with Rule 144A under the Securities Act (if available), (d) pursuant to the exemption from registration provided by Rule 144 adopted under the Securities Act (if available) or another available exemption under the Securities Act (and provided further based upon an opinion of U.S. counsel acceptable to MDC), or (e) pursuant to an effective registration statement under the Securities Act, in each case subject to MDC’s and the transfer agent’s right prior to any such offer, sale or transfer to require the certification and/or other information satisfactory to each of them to the extent specified in the instrument governing this Security; and (4) agrees that it will, prior to any transfer of this Security within two years after the original issuance of the Debenture from which this Security was converted, deliver to the transfer agent and MDC such certifications, legal opinions or other information as may be required pursuant to the indenture to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. As used herein, the terms “offshore transaction,” “United States” and “U.S. Person” have the meanings given to them by Regulation S under the Securities Act. In any case the holder hereof agrees and acknowledges that it shall not, directly or indirectly, engage in any hedging transaction with regard to this Security except as permitted by the Securities Act.” If Shares issued in payment of the Redemption Price of Debentures subject to restrictions on transfer and bearing the legends set forth above, or if a request is made to remove the U.S. 1933 Act Legend on such Shares, the Shares so issued shall bear the U.S. 1933 Act Legend, or the U.S. 1933 Act Legend shall not be removed, as the case may be, unless there is delivered to the Corporation is a "foreign issuer" and the registrar for the Shares such satisfactory evidence, which shall include an Opinion of Counsel, as may be reasonably required by the Corporation, that neither the U.S. 1933 Act Legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A or Rule 144 or that such Shares are not “restricted” within the meaning of Regulation S Rule 144. Upon (i) provision of such satisfactory evidence or (ii) notification by the Corporation to the registrar for the Shares of the sale of such Shares pursuant to a registration statement that is effective at the time of such sale, the U.S. Legend may be removed by providing a declaration to the Debenture Trusteeregistrar, as registrar and transfer agent for the Shares, substantially as set forth in Schedule "E" hereto (or as the Corporation may prescribe upon receipt of an order 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 shall authenticate and deliver Shares that do not bear the U.S. 1933 Act Legend. If the U.S. 1933 Act Legend is no longer required pursuant to removed from the requirements face of a Share certificate and the 1933 Act or applicable state securities laws; and provided further that, if any Share certificate is subsequently held by an “affiliate” (as such securities are being sold within the United States term is defined 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 Corporation shall use its reasonable best efforts to reinstate the U.S. Legend is no longer required under applicable requirements of the 1933 Act or applicable state securities lawsLegend. 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 Opinion of counsel Counsel without further inquiry. (l) The Corporation shall at all times reserve and keep available out of its authorized Shares (if the number thereof becomes limited) solely for the purpose of issue and delivery upon the exercise of the Share Redemption Right as provided herein, and shall issue to Debentureholders to whom the Shares will be issued pursuant to exercise of the Share Redemption Right, such number of Shares as shall be issuable in such event.