Common use of Satisfaction Clause in Contracts

Satisfaction. (a) The Company shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures and the Trustee, at the expense of the Company, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding Debentures: (i) the Company has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money sufficient to pay, satisfy and discharge the entire amount of the principal and interest to maturity, or any repayment date or any Change of Control Purchase Date or otherwise as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures; (ii) the Company has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such Debentures: (A) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada; or (B) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payable; as will be sufficient to pay and discharge the entire amount of the principal of and accrued and unpaid interest to the Maturity Date or any repayment date, as the case may be, of all such Debentures; or (iii) all Debentures Authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (A) the Company has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Trustee in connection with the payment of such Debentures and its duties under this Indenture); (B) the Company has delivered to the Trustee an Officer's Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Trustee referred to in this Section 9.5 shall be irrevocable, subject to Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal and/or the interest (if any) on the Debentures being satisfied. Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 and Article 4 and the provisions of Article 1 pertaining to Article 2 and Article 4) shall no longer be binding upon or applicable to the Company. Any funds or obligations deposited with the Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. If the Trustee is unable to apply any money in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money had been deposited pursuant to this Section 9.5 until such time as the Trustee is permitted to apply all such money in accordance with this Section 9.5, provided that if the Company has made any payment in respect of the principal and/or the interest (if any) on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.

Satisfaction. (a1) The Company shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures of any series and the Trustee, at the expense of the Company, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable: (ia) the Company has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money sufficient to pay, satisfy and discharge the entire amount of the principal of, premium, if any, and interest interest, if any, to maturity, or any repayment date date, or any Change of Control Purchase Date Date, or upon conversion or otherwise as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures; (iib) the Company has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such Debentures: (Ai) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canadathe United States; or (Bii) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payable; as will be sufficient to pay and discharge the entire amount of the principal of of, premium, if any on, and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; or (iiic) all Debentures Authenticated authenticated and delivered (other than (Ai) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 2.11 and (Bii) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company as provided in Section 9.38.3) have been delivered to the Trustee for cancellation; so long as in any such event: (Ad) the Company has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Be) the Company has delivered to the Trustee an Officer's ’s Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Trustee referred to in this Section 9.5 8.5 shall be irrevocable, subject to Section 9.68.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal and/or the interest (of, premium, if any) , and interest on the Debentures being satisfied. . (2) Upon the satisfaction of the conditions set forth in this Section 9.5 8.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 and Article 4 and the provisions of Article 1 pertaining to Article 2 and Article 42) shall no longer be binding upon or applicable to the Company. . (3) Any funds or obligations deposited with the Trustee pursuant to this Section 9.5 8.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (4) If the Trustee is unable to apply any money or securities in accordance with this Section 9.5 8.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's ’s obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 8.5 until such time as the Trustee is permitted to apply all such money or securities in accordance with this Section 9.58.5, provided that if the Company has made any payment in respect of the principal and/or the interest (of, premium, if any) , or interest on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.

Satisfaction. (a) 9.5.1 The Company Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures of any series and the TrusteeDebenture Agent, at the expense of the CompanyCorporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable, either: (ia) the Company Corporation has deposited or caused to be deposited with the Trustee Debenture Agent as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money or Common Shares, if applicable, sufficient to pay, satisfy and discharge the entire amount of the principal principal, premium, if any, and interest interest, if any, to maturity, maturity or any repayment date or any Change of Control Purchase Date or otherwise Redemption Date, as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures;; or (iib) the Company Corporation has deposited or caused to be deposited with the Trustee Debenture Agent as trust property in trust for the purpose of making payment on such Debentures: (A) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of CanadaCanada or Common Shares, if applicable; or (B) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payablepayable or Common Shares, if applicable; as will will, together with the income to accrue thereon and reinvestment thereof, be sufficient to pay and discharge the entire amount of the principal of and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; or (iii) all Debentures Authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such either event: (Ac) the Company Corporation has paid, caused to be paid or made provisions to the satisfaction of the Trustee Debenture Agent for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Trustee Debenture Agent in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Bd) the Company Corporation has delivered to the Trustee Debenture Agent an Officer's ’s Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Trustee Debenture Agent referred to in this Section 9.5 shall be irrevocable, subject to Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee Debenture Agent and the Corporation and which provides for the due and punctual payment of the principal and/or the of, and interest (and premium, if any) , on the Debentures being satisfied. . 9.5.2 Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 Articles 2, 4 and Article 4 6 and Section 8.4 and the provisions of Article 1 pertaining to Article 2 and Article 4the foregoing provisions) shall no longer be binding upon or applicable to the Company. Corporation. 9.5.3 Any funds or obligations deposited with the Trustee Debenture Agent pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . 9.5.4 If the Trustee Debenture Agent is unable to apply any money or securities in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's Corporation’s obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 until such time as the Trustee Debenture Agent is permitted to apply all such money or securities in accordance with this Section 9.5, provided that if the Company Corporation has made any payment in respect of the principal and/or the principal, premium or interest (if any) on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company Corporation shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the TrusteeDebenture Agent.

Satisfaction. (a) The Company shall Corporation will be deemed to have fully paid, satisfied and discharged (a “defeasance”) all of the outstanding Debentures and the Debenture Trustee, at the expense of the CompanyCorporation, shall will execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding Debentures: (i) the Company Corporation has deposited or caused to be deposited with the Debenture Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money or Common Shares, if applicable, sufficient to pay, satisfy and discharge the entire amount of the principal principal, premium, if any, and interest interest, if any, to maturity, maturity or any repayment date or any date, Redemption Date, Change of Control Purchase Date or otherwise upon any conversion or otherwise, as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures;; or (ii) the Company Corporation has deposited or caused to be deposited with the Debenture Trustee as trust property in trust for the purpose of making payment on such Debentures: (A) if the all of such Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada; or (B) if the any of such Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency currency(ies) or currency unit unit(s) in which the such Debentures are payable and/or such amount in such currency currency(ies) or currency unit unit(s) of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the such Debentures are payable, as the case may be; as will will, together with the income to accrue thereon and reinvestment thereof, be sufficient to pay and discharge the entire amount of the principal of and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; orand in either event: (iii) all Debentures Authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (A) the Company Corporation has paid, caused to be paid or made provisions to the satisfaction of the Debenture Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Debenture Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures); (Biv) the Company Corporation has delivered to the Debenture Trustee either (A) an opinion of Counsel in Canada reasonably acceptable to the Debenture Trustee to the effect that, based upon Canadian law then in effect (and also taking into account any proposed amendments to Canadian law which, if enacted in the form proposed, would have retroactive effect), the beneficial owners of the Debentures will not recognize income, gain or loss for Canadian federal, provincial or territorial or other tax purposes, as a result of the defeasance and will be subject to Canadian taxes on the same amounts and in the same manner and at the same time as would have been the case if such defeasance had not occurred or (B) a ruling directed to the Debenture Trustee received from tax authorities of Canada to the same effect as the opinion of Counsel described in clause (A) above; (v) the Corporation has delivered to the Debenture Trustee an Officer's ’s Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied withwith and the defeasance payment was not made by the Corporation with the intent of preferring the Debentureholders over the other creditors of the Corporation or with the intent of defeating, hindering, delaying or defrauding creditors of the Corporation or others; and (Cvi) the Trustee no Event of Default shall have received an opinion or opinions of Counsel that Debentureholders will not occurred and be subject to any additional taxes as a result of continuing on the exercise by the Company date of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debenturespayment. Any deposits with the Debenture Trustee referred to in this Section 9.5 shall will be irrevocable, subject to Section 9.6, and shall will be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Debenture Trustee and which provides for the due and punctual payment of the principal and/or the of, and interest (and premium, if any) , on the Debentures being satisfied. . (b) Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 and 2, Article 4 3, Article 4, Article 6, Article 9, Section 8.4 and the provisions of Article 1 pertaining to Article 2 and Article 4the foregoing provisions) shall will no longer be binding upon or applicable to the Company. Corporation. (c) Any funds or obligations deposited with the Debenture Trustee pursuant to this Section 9.5 shall will be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (d) If the Debenture Trustee is unable to apply any money or securities in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's Corporation’s obligations under this Indenture and the affected Debentures shall will be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 until such time as the Debenture Trustee is permitted to apply all such money or securities in accordance with this Section 9.5, provided that if the Company Corporation has made any payment in respect of the principal and/or the principal, premium or interest (if any) on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company shall Corporation will be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Debenture Trustee.

Satisfaction. (a) The Company Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures and the Debenture Trustee, at the expense of the CompanyCorporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding Debentures, either: (i) the Company Corporation has deposited or caused to be deposited with the Debenture Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money or Shares, if applicable, sufficient to pay, satisfy and discharge the entire amount of the principal principal, premium, if any, and interest interest, if any, to maturity, maturity or any repayment date or Redemption Date, or any Change of Control Purchase Date Date, or upon conversion or otherwise as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures;Debentures (including the maximum amount of Shares that may be payable as Make Whole Premium Shares); or (ii) the Company Corporation has deposited or caused to be deposited with the Debenture Trustee as trust property in trust for the purpose of making payment on such Debentures: (A) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada; or (B) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or Shares, as will, together with the government that issued the currency or currency unit in which the Debentures are payable; as will income to accrue thereon and reinvestment thereof, be sufficient to pay and discharge the entire amount of the principal of and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; orand in either event: (iii) all Debentures Authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (A) the Company Corporation has paid, caused to be paid or made provisions provision to the satisfaction of the Debenture Trustee for the payment of all other sums payable or which may be payable (including the maximum number of Shares that may be issuable as Make Whole Premium Shares) with respect to all of such Debentures (together with all applicable fees and expenses of the Debenture Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Biv) the Company Corporation has delivered to the Debenture Trustee an Officer's Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Debenture Trustee referred to in this Section 9.5 shall be irrevocable, subject to Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Debenture Trustee and the Corporation and which provides for the due and punctual payment of the principal and/or the of, and interest (and premium, if any) , on the Debentures being satisfied. . (b) Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 2, Article 3, Article 4, Article 6 and this Article 4 9 and the provisions of Article 1 pertaining to Article 2 and Article 4the foregoing provisions) shall no longer be binding upon or applicable to the Company. Corporation. (c) Any funds or obligations deposited with the Debenture Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (d) If the Debenture Trustee is unable to apply any money or securities in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the CompanyCorporation's obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 until such time as the Debenture Trustee is permitted to apply all such money or securities in accordance with this Section 9.5, provided that if the Company Corporation has made any payment in respect of the principal and/or the principal, premium or interest (if any) on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company Corporation shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Debenture Trustee.

Satisfaction. (a) The Company shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures of any series and the Trustee, at the expense of the Company, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable: (i) the Company has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money or Common Shares, if applicable, sufficient to pay, satisfy and discharge the entire amount of the principal of, premium, if any, and interest interest, if any, to maturity, or any repayment date or Redemption Dates, or any Change of Control Purchase Date Date, or upon conversion or otherwise as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such DebenturesDebentures (including the maximum number of Make Whole Premium Shares); (ii) the Company has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such Debentures: (A) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of CanadaCanada or Common Shares, if applicable; or (B) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payablepayable or Common Shares, if applicable; as will will, together with the income to accrue thereon and reinvestment thereof, be sufficient to pay and discharge the entire amount of principal of, premium, if any (including the principal maximum number of Make Whole Premium Shares) on, and accrued and unpaid interest to the Maturity maturity or any repayment date or Redemption Date or any repayment dateChange of Control Purchase Date, as the case may be, of all such Debentures; or (iii) all Debentures Authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (Aiii) the Company has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Biv) the Company has delivered to the Trustee an Officer's Officers’ Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Trustee referred to in this Section 9.5 shall be irrevocable, subject to Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal and/or the interest of, premium (if any) and interest on the Debentures being satisfied. . (b) Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 2, Article 4, Article 5, Article 6 and Article 4 Section 8.4 and the provisions of Article 1 pertaining to Article 2 and 2, Article 4, Article 6 and Section 8.4) shall no longer be binding upon or applicable to the Company. Company with respect to such Debentures so satisfied. (c) Any funds or obligations deposited with the Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (d) If the Trustee is unable to apply any money or securities in accordance with this Section 9.5 by reason of Article 5 or any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's ’s obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 until such time as the Trustee is permitted to apply all such money or securities in accordance with this Section 9.5, provided that if the Company has made any payment in respect of the principal and/or the interest (of, premium, if any) , or interest on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.

Satisfaction. (a) The Company Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures and the Trustee, at the expense of the CompanyCorporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding Debentures: (i) the Company Corporation has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money Debentures sufficient to pay, satisfy and discharge the entire amount of the principal of, premium, if any, and interest interest, if any, to maturity, or any repayment date or any Change of Control Purchase Date Redemption Dates, or upon conversion or otherwise as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures; (ii) the Company Corporation has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Debentures: (A) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada; or (B) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payable; , as will will, together with the income to accrue thereon and reinvestment thereof, be sufficient to pay and discharge the entire amount of the principal of of, premium, if any, and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; or (iii) all Debentures Authenticated authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 and (B) Debentures for whose which payment has been deposited in trust and thereafter repaid to the Company Corporation as provided in Section 9.310.3) have been delivered to the Trustee for cancellation; so long as in any such event: (Aiv) the Company Corporation has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Trustee in connection with the payment of such Debentures Debentures) and its duties all amounts due to the Trustee under this Indenture);Sections 8.2 and 14.15; and (Bv) the Company Corporation has delivered to the Trustee an Officer's Officers’ Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Trustee referred to in this Section 9.5 10.5 shall be irrevocable, subject to Section 9.610.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal and/or the interest (of, premium, if any) , and interest on the Debentures being satisfied. . (b) Upon the satisfaction of the conditions set forth in this Section 9.5 10.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 2, Article 4 and Article 4 10 and the provisions of Article 1 pertaining to Article 2 2, Article 4 and Article 4) Sections 8.2 and 14.15), shall no longer be binding upon or applicable to the Company. Corporation. (c) Any funds or obligations deposited with the Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. If the Trustee is unable to apply any money in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money had been deposited pursuant to this Section 9.5 until such time as the Trustee is permitted to apply all such money in accordance with this Section 9.5, provided that if the Company has made any payment in respect of the principal and/or the interest (if any) on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.Section

Satisfaction. (a) The Company Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures of any series and the Trustee, at the expense of the CompanyCorporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable: (i) the Company Corporation has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money cash or Freely Tradable Shares, if applicable, sufficient to pay, satisfy and discharge the entire amount of the principal of, premium, if any, and interest interest, if any, to maturity, or any repayment date or Dates of Conversion, or any Change of Control Purchase Date Date, or upon conversion or otherwise as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures; (ii) the Company Corporation has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such Debentures: (A) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of CanadaCanada or Shares, if applicable; or (B) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payablepayable or Freely Tradable Shares, if applicable; as will will, together with the income to accrue thereon and reinvestment thereof, be sufficient to pay and discharge the entire amount of the principal of of, premium, if any on, and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; or (iii) all Debentures Authenticated certified and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 2.9 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company Corporation) as provided in Section 9.3) hereunder have been delivered to the Trustee for cancellation; so long as in any such event: (Aiv) the Company Corporation has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Bv) the Company Corporation has delivered to the Trustee an Officer's ’s Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Trustee referred to in this Section 9.5 12.5 shall be irrevocable, subject to Section 9.612.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal and/or the interest (of, premium, if any) , and interest on the Debentures being satisfied. . (b) Upon the satisfaction of the conditions set forth in this Section 9.5 12.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 2, Article 4, Article 5, Article 6, Article 7, Article 8, Article 10 and Article 4 11 and the provisions of Article 1 pertaining to Article 2 2, Article 4, Article 5, Article 6, Article 7, Article 8, Article 10 and Article 411) shall no longer be binding upon or applicable to the Company. Corporation. (c) Any funds or obligations deposited with the Trustee pursuant to this Section 9.5 12.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (d) If the Trustee is unable to apply any money or securities in accordance with this Section 9.5 12.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's Corporation’s obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 12.5 until such time as the Trustee is permitted to apply all such money or securities in accordance with this Section 9.512.5, provided that if the Company Corporation has made any payment in respect of the principal and/or the interest (of, premium, if any) , or interest on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company Corporation shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.

Satisfaction. (a) The Company Issuer shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures of any series and the Trustee, at the expense of the CompanyIssuer, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable, either: (i) the Company Issuer has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money or Issuer Shares, if applicable, sufficient to pay, satisfy and discharge the entire amount of the principal principal, premium, if any, and interest interest, if any, to maturity, maturity or any repayment date or any Change of Control Purchase Date or otherwise Redemption Dates, as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures;; or (ii) the Company Issuer has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such Debentures: (A) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of CanadaCanada or Issuer Shares, if applicable; or (B) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payablepayable or Issuer Shares, if applicable; as will will, together with the income to accrue thereon and reinvestment thereof, be sufficient to pay and discharge the entire amount of the principal of and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; orand in either event: (iii) all Debentures Authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (A) the Company Issuer has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Biv) the Company Issuer has delivered to the Trustee an Officer's ’s Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Trustee referred to in this Section 9.5 shall be irrevocable, subject to Section Sections 9.3 and 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal and/or the of, and interest (and premium, if any) , on the Debentures being satisfied. . (b) Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 2, 4, 6 and Article 4 Section 8.5 and the provisions of Article 1 pertaining to Article 2 and Article 4the foregoing provisions) shall no longer be binding upon or applicable to the Company. Issuer. (c) Any funds or obligations deposited with the Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (d) If the Trustee is unable to apply any money or securities in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's Issuer’s obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 until such time as the Trustee is permitted to apply all such money or securities in accordance with this Section 9.5, provided that if the Company Issuer has made any payment in respect of the principal and/or the principal, premium or interest (if any) on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company Issuer shall be subrogated to the rights of the holders Debentureholders of such Debentures to receive such payment from the money or securities held by the Trustee.

Satisfaction. (a) The Company Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures of any series and the Trustee, at the expense of the CompanyCorporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable: (i) the Company Corporation has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money or Common Shares, if applicable, sufficient to pay, satisfy and discharge the entire amount of the principal of, premium, if any, and interest interest, if any, to maturity, or any repayment date or any Change of Control Purchase Date Redemption Dates, or upon conversion or otherwise as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures; (ii) the Company Corporation has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such Debentures: (A) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of CanadaCanada or Common Shares, if applicable; or (B) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payable; , as will will, together with the income to accrue thereon and reinvestment thereof, be sufficient to pay and discharge the entire amount of the principal of of, premium, if any, and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; or (iii) all Debentures Authenticated authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 2.9 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company Corporation as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (Aiv) the Company Corporation has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Bv) the Company Corporation has delivered to the Trustee an Officer's Officers' Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Trustee referred to in this Section 9.5 shall be irrevocable, subject to Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal and/or the interest (of, premium, if any) , and interest on the Debentures being satisfied. . (b) Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 and Article 4 and the provisions of Article 1 pertaining to Article 2 and Article 4) shall no longer be binding upon or applicable to the Company. Corporation. (c) Any funds or obligations deposited with the Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (d) If the Trustee is unable to apply any money or securities in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the CompanyCorporation's obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 until such time as the Trustee is permitted to apply all such money or securities in accordance with this Section 9.5, provided that if the Company Corporation has made any payment in respect of the principal and/or the interest (of, premium, if any) , or interest on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company Corporation shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.

Satisfaction. (a) The Company Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures and the Trustee, at the expense of the CompanyCorporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding Debentures, either: (i) the Company Corporation has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money money, sufficient to pay, satisfy and discharge the entire amount of principal, premium (such premium to be no less than 130% of the principal amount of such Debentures, or 115% of the principal amount of such Debentures if the deposit is being made after June 10, 2019), and interest interest, if any, to maturity, maturity or any repayment date or any Change of Control Purchase Date or otherwise Redemption Dates, as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures;; or (ii) the Company Corporation has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such Debentures: (A) if the Debentures are issued in Canadian dollars, such amount in Canadian United States dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada; or (B) if the Debentures are issued in a currency or currency unit other than Canadian dollarsUnited States of America as will, cash together with the income to accrue thereon and reinvestment thereof, be sufficient in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit opinion of direct obligations ofa nationally recognized investment bank, appraisal firm, or obligations the principal and interest firm of which are guaranteed byindependent public accountants, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payable; as will be sufficient to pay and discharge the entire amount of the principal of and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; orand in either event: (iii) all Debentures Authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (A) the Company Corporation has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Biv) the Company Corporation has delivered to the Trustee an Officer's ’s Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Trustee referred to in this Section 9.5 8.5 shall be irrevocable, subject to Section 9.68.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal and/or the of, and interest (and premium, if any) , on the Debentures being satisfied. . (b) Upon the satisfaction of the conditions set forth in this Section 9.5 8.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 2, Article 4, Article 5 and Article 4 Sections 7.5 and 14.15 and the provisions of Article 1 pertaining to Article 2 the foregoing provisions and Article 4this Section 8.5) shall no longer be binding upon or applicable to the Company. Corporation. (c) Any funds or obligations deposited with the Trustee pursuant to this Section 9.5 8.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (d) If the Trustee is unable to apply any money or securities in accordance with this Section 9.5 8.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's Corporation’s obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 8.5 until such time as the Trustee is permitted to apply all such money or securities in accordance with this Section 9.58.5, provided that if the Company Corporation has made any payment in respect of the principal and/or the principal, premium or interest (if any) on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company Corporation shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.

Satisfaction. (a) The Company Trust shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures of any series and the Debenture Trustee, at the expense of the CompanyTrust, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable, either: (i) the Company Trust has deposited or caused to be deposited with the Debenture Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money or Trust Units, if applicable, sufficient to pay, satisfy and discharge the entire amount of the principal principal, premium, if any, and interest interest, if any, to maturity, maturity or any repayment date or any Change of Control Purchase Date or otherwise Redemption Dates, as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures;; or (ii) the Company Trust has deposited or caused to be deposited with the Debenture Trustee as trust property in trust for the purpose of making payment on such Debentures: (A) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of CanadaCanada or Trust Units, if applicable; or (B) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payablepayable or Trust Units, if applicable; as will will, together with the income to accrue thereon and reinvestment thereof, be sufficient to pay and discharge the entire amount of the principal of and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; orand in either event: (iii) all Debentures Authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (A) the Company Trust has paid, caused to be paid or made provisions to the satisfaction of the Debenture Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Debenture Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Biv) the Company Trust has delivered to the Debenture Trustee an Officer's Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Debenture Trustee referred to in this Section 9.5 shall be irrevocable, subject to Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Debenture Trustee and which provides for the due and punctual payment of the principal and/or the of, and interest (and premium, if any) , on the Debentures being satisfied. . (b) Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article Articles 2 and Article 4 and the provisions of Article 1 pertaining to Article Articles 2 and Article 4) shall no longer be binding upon or applicable to the Company. Trust. (c) Any funds or obligations deposited with the Debenture Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (d) If the Debenture Trustee is unable to apply any money or securities in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the CompanyTrust's obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 until such time as the Debenture Trustee is permitted to apply all such money or securities in accordance with this Section 9.5, provided that if the Company Trust has made any payment in respect of the principal and/or the principal, premium or interest (if any) on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company Trust shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Debenture Trustee.

Satisfaction. (a) The Company Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures or all of the outstanding Debentures of any series and the Debenture Trustee, at the expense of the CompanyCorporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable, either: (i) the Company Corporation has deposited or caused to be deposited with the Debenture Trustee as trust funds or property in trust for the purpose of making payment on or conversion of such Debentures, an amount in money or Common Shares, if applicable, sufficient to pay, satisfy and discharge the entire amount of principal, premium, if any, and interest, if any, on the principal and interest Debentures to maturitythe Maturity Date, or any repayment date or any Change Redemption Dates or Dates of Control Purchase Date or otherwise Conversion, as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures;; or (ii) the Company Corporation has deposited or caused to be deposited with the Debenture Trustee as trust property in trust for the purpose of making payment on such Debentures: (A) if the Debentures are issued in Canadian dollarsU.S.dollars, such amount in Canadian U.S. dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canadathe United States or Common Shares, if applicable; or (B) if the Debentures are issued in a currency or currency unit other than Canadian U.S. dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payablepayable or Common Shares, if applicable; as will will, together with the income to accrue thereon, be sufficient to pay and discharge the entire amount of the principal of principal, premium, if any and accrued and unpaid interest to the Maturity Date, Redemption Date or any repayment date, as the case may be, of all such Debentures; or (iii) all Debentures Authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (A) the Company has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Trustee in connection with the payment of such Debentures and its duties under this Indenture); (Bb) the Company has delivered to the Trustee an Officer's Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Trustee referred to in this Section 9.5 shall be irrevocable, subject to Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal and/or the interest (if any) on the Debentures being satisfied. Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 and Article 4 and the provisions of Article 1 pertaining to Article 2 and Article 4) shall no longer be binding upon or applicable to the Company. Any funds or obligations deposited with the Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. If the Trustee is unable to apply any money in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money had been deposited pursuant to this Section 9.5 until such time as the Trustee is permitted to apply all such money in accordance with this Section 9.5, provided that if the Company has made any payment in respect of the principal and/or the interest (if any) on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.either event:

Satisfaction. (a) The Company Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures of any series and the TrusteeTrustees, at the expense of the CompanyCorporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable: (i) the Company Corporation has deposited or caused to be deposited with the Trustee Trustees as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money or Common Shares, if applicable, sufficient to pay, satisfy and discharge the entire amount of the principal of, premium, if any, and interest interest, if any, to maturity, or any repayment date or Redemption Dates, or any Change of Control Purchase Date Date, or upon conversion or otherwise as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures; (ii) the Company Corporation has deposited or caused to be deposited with the Trustee Trustees as trust property in trust for the purpose of making payment on such Debentures: (A) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of CanadaCanada or Common Shares, if applicable; or (B) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payablepayable or Common Shares, if applicable; as will will, together with the income to accrue thereon and reinvestment thereof, be sufficient to pay and discharge the entire amount of the principal of of, premium, if any on, and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; or (iii) all Debentures Authenticated authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 2.11 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company Corporation as provided in Section 9.3) have been delivered to the Trustee Trustees for cancellation; so long as in any such event: (Ai) the Company Corporation has paid, caused to be paid or made provisions to the satisfaction of the Trustee Trustees for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Trustee Trustees in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Bii) the Company Corporation has delivered to the Trustee Trustees an Officer's opinion of Counsel and an Officers’ Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Trustee Trustees referred to in this Section 9.5 shall be irrevocable, subject to Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee Trustees and which provides for the due and punctual payment of the principal and/or the interest (of, premium, if any) , and interest on the Debentures being satisfied. . (b) Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 and Article 4 and the provisions of Article 1 pertaining to Article 2 and Article 4) shall no longer be binding upon or applicable to the Company. Corporation. (c) Any funds or obligations deposited with the Trustee Trustees pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (d) If the Trustee is Trustees are unable to apply any money or securities in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's Corporation’s obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 until such time as the Trustee is Trustees are permitted to apply all such money or securities in accordance with this Section 9.5, provided that if the Company Corporation has made any payment in respect of the principal and/or the interest (of, premium, if any) , or interest on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company Corporation shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the TrusteeTrustees.

Satisfaction. (a) The Company Trust shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures of any series and the Debenture Trustee, at the expense of the CompanyTrust, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable, either: (i) the Company Trust has deposited or caused to be deposited with the Debenture Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money sufficient to pay, satisfy and discharge the entire amount of the principal principal, premium, if any, and interest interest, if any, to maturity, maturity or any repayment date or any Change of Control Purchase Date or otherwise Redemption Dates, as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures;; or (ii) the Company Trust has deposited or caused to be deposited with the Debenture Trustee as trust property in trust for the purpose of making payment on such Debentures: (A) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada; or (B) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payable; as will will, together with the income to accrue thereon and reinvestment thereof, be sufficient to pay and discharge the entire amount of the principal of and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; orand in either event: (iii) all Debentures Authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (A) the Company Trust has paid, caused to be paid or made provisions to the satisfaction of the Debenture Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Debenture Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Biv) the Company Trust has delivered to the Debenture Trustee an Officer's ’s Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Debenture Trustee referred to in this Section 9.5 shall be irrevocable, subject to Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Debenture Trustee and which provides for the due and punctual payment of the principal and/or the of, and interest (and premium, if any) , on the Debentures being satisfied. . (b) Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Articles 2, 3, 4, 6 and Section 7.4 (except as otherwise permitted by Article 2 and Article 4 11), Section 8.4 and the provisions of Article 1 pertaining to Article 2 and Article 4the foregoing provisions hereof as may be applicable) shall no longer be binding upon or applicable to the Company. Trust. (c) Any funds or obligations deposited with the Debenture Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (d) If the Debenture Trustee is unable to apply any money or securities in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's Trust’s obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 until such time as the Debenture Trustee is permitted to apply all such money or securities in accordance with this Section 9.5, provided that if the Company Trust has made any payment in respect of the principal and/or the principal, premium or interest (if any) on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company Trust shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Debenture Trustee.

Satisfaction. (a) The Company Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures Notes and the Trustee, at the expense of the CompanyCorporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such DebenturesNotes, when, with respect to all of the outstanding DebenturesNotes: (i) the Company Corporation has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such DebenturesNotes, an amount in money or Common Shares, if applicable, sufficient to pay, satisfy and discharge the entire amount of the principal of, premium, if any, and interest interest, if any, to maturity, or any repayment date or Redemption Dates, or any Change of Control Purchase Date Payment Date, or any Sale Payment Date, or upon conversion or otherwise as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such DebenturesNotes; (ii) the Company Corporation has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such Debentures: (A) if the Debentures are issued in Canadian dollars, such Notes an amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada; or (B) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payable; Common Shares, if applicable, as will be sufficient to pay and discharge the entire amount of the principal of of, premium, if any on, and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such DebenturesNotes; or (iii) all Debentures Authenticated Notes authenticated and delivered (other than (A) Debentures Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 2.10 and (B) Debentures Notes for whose payment has been deposited in trust and thereafter repaid to the Company Corporation as provided in Section 9.38.3) have been delivered to the Trustee for cancellation; so long as in any such event: (Aiv) the Company Corporation has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures Notes (together with all applicable fees and expenses of the Trustee in connection with the payment of such Debentures Notes) and its duties all amounts due to the Trustee and the U.S. Trustee under this Indenture);Sections 6.2 and 12.16; and (Bv) the Company Corporation has delivered to the Trustee an Officer's Officers’ Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures Notes have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Trustee referred to in this Section 9.5 8.5 shall be irrevocable, subject to Section 9.68.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and the Corporation and which provides for the due and punctual payment of the principal and/or the interest (of, premium, if any) , and interest on the Debentures Notes being satisfied. . (b) Upon the satisfaction of the conditions set forth in this Section 9.5 8.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicableNotes, the terms and conditions of the DebenturesNotes, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 and 2, Article 4 and Article 8, the provisions of Article 1 pertaining to Article 2 and Article 44 and Sections 6.2 and 12.16) shall no longer be binding upon or applicable to the Company. Corporation. (c) Any funds or obligations deposited with the Trustee pursuant to this Section 9.5 8.5 shall be denominated in the currency or denomination of the Debentures Notes in respect of which such deposit is made. . (d) If the Trustee is unable to apply any money or securities in accordance with this Section 9.5 8.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's Corporation’s obligations under this Indenture and the affected Debentures Notes shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 8.5 until such time as the Trustee is permitted to apply all such money or securities in accordance with this Section 9.58.5, provided that if the Company Corporation has made any payment in respect of the principal and/or the interest (of, premium, if any) , or interest on Debentures Notes or, as applicable, other amounts because of the reinstatement of its obligations, the Company Corporation shall be subrogated to the rights of the holders of such Debentures Notes to receive such payment from the money or securities held by the Trustee.

Satisfaction. (a) The Company Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures and the Debenture Trustee, at the expense of the CompanyCorporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding Debentures, either: (i) the Company Corporation has deposited or caused to be deposited with the Debenture Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money sufficient to pay, satisfy and discharge the entire amount of the principal principal, premium, if any, and interest interest, if any, to maturity, maturity or any repayment date or any Change of Control Purchase Date Redemption Date, or upon conversion or otherwise as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures;; or (ii) the Company Corporation has deposited or caused to be deposited with the Debenture Trustee as trust property in trust for the purpose of making payment on such Debentures: (A) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada; or (B) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or Shares, as will, together with the government that issued the currency or currency unit in which the Debentures are payable; as will income to accrue thereon and reinvestment thereof, be sufficient to pay and discharge the entire amount of the principal of and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; orand in either event: (iii) all Debentures Authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (A) the Company Corporation has paid, caused to be paid or made provisions provision to the satisfaction of the Debenture Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Debenture Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Biv) the Company Corporation has delivered to the Debenture Trustee an Officer's Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Debenture Trustee referred to in this Section 9.5 shall be irrevocable, subject to Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Debenture Trustee and the Corporation and which provides for the due and punctual payment of the principal and/or the of, and interest (and premium, if any) , on the Debentures being satisfied. . (b) Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 2, Article 3, Article 4, Article 6 and this Article 4 9 and the provisions of Article 1 pertaining to Article 2 and Article 4the foregoing provisions) shall no longer be binding upon or applicable to the Company. Corporation. (c) Any funds or obligations deposited with the Debenture Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (d) If the Debenture Trustee is unable to apply any money or securities in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the CompanyCorporation's obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 until such time as the Debenture Trustee is permitted to apply all such money or securities in accordance with this Section 9.5, provided that if the Company Corporation has made any payment in respect of the principal and/or the principal, premium or interest (if any) on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company Corporation shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Debenture Trustee.

Satisfaction. (a) The Company Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures of any series and the Trustee, at the expense of the CompanyCorporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable: (i) the Company Corporation has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money or Common Shares, if applicable, sufficient to pay, satisfy and discharge the entire amount of the principal of, premium, if any, and interest interest, if any, to maturity, or any repayment date date, or any Change of Control Purchase Date Date, or upon conversion or otherwise as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures; (ii) the Company Corporation has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such Debentures: (A) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of CanadaCanada or Common Shares, if applicable; or (B) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payable; , as will will, together with the income to accrue thereon and reinvestment thereof, be sufficient to pay and discharge the entire amount of the principal of of, premium, if any, and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; or (iii) all Debentures Authenticated authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 2.10 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company Corporation as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (Aiv) the Company Corporation has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Bv) the Company Corporation has delivered to the Trustee an Officer's Officers’ Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Trustee referred to in this Section 9.5 shall be irrevocable, subject to Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal and/or the interest (of, premium, if any) , and interest on the Debentures being satisfied. . (b) Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 and Article 4 and the provisions of Article 1 pertaining to Article 2 and Article 42) shall no longer be binding upon or applicable to the Company. Corporation. (c) Any funds or obligations deposited with the Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (d) If the Trustee is unable to apply any money or securities in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's Corporation’s obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 until such time as the Trustee is permitted to apply all such money or securities in accordance with this Section 9.5, provided that if the Company Corporation has made any payment in respect of the principal and/or the interest (of, premium, if any) , or interest on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company Corporation shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.

Satisfaction. (a) The Company Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures of any series and the Debenture Trustee, at the expense of the CompanyCorporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable, either: (i) the Company Corporation has deposited or caused to be deposited with the Debenture Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money or Common Shares, if applicable, sufficient to pay, satisfy and discharge the entire amount of the principal principal, premium, if any, and interest interest, if any, to maturity, maturity or any repayment date or any Change of Control Purchase Date or otherwise Redemption Dates, as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures;; or (ii) the Company Corporation has deposited or caused to be deposited with the Debenture Trustee as trust property in trust for the purpose of making payment on such Debentures: (A) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of CanadaCanada or Common Shares, if applicable; or (B) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payablepayable or Common Shares, if applicable; as will will, together with the income to accrue thereon and reinvestment thereof, be sufficient to pay and discharge the entire amount of the principal of and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; orand in either event: (iii) all Debentures Authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (A) the Company Corporation has paid, caused to be paid or made provisions to the satisfaction of the Debenture Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Debenture Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Biv) the Company Corporation has delivered to the Debenture Trustee an Officer's Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Debenture Trustee referred to in this Section 9.5 shall be irrevocable, subject to Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Debenture Trustee and which provides for the due and punctual payment of the principal and/or the of, and interest (and premium, if any) , on the Debentures being satisfied. . (b) Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 and Article 4 and the provisions of Article 1 pertaining to Article 2 and Article 4) shall no longer be binding upon or applicable to the Company. Corporation. (c) Any funds or obligations deposited with the Debenture Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (d) If the Debenture Trustee is unable to apply any money or securities in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the CompanyCorporation's obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 until such time as the Debenture Trustee is permitted to apply all such money or securities in accordance with this Section 9.5, provided that if the Company Corporation has made any payment in respect of the principal and/or the principal, premium or interest (if any) on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company Corporation shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Debenture Trustee.

Satisfaction. (a1) The Company Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures of any series and the Trustee, at the expense of the CompanyCorporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable: (ia) the Company Corporation has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money sufficient to pay, satisfy and discharge the entire amount of the principal of, premium, if any, and interest interest, if any, to maturity, or any repayment date date, or any Change of Control Purchase Date Date, or upon conversion or otherwise as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures; (iib) the Company Corporation has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such Debentures: (Ai) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada; or (Bii) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payable; as will be sufficient to pay and discharge the entire amount of the principal of of, premium, if any on, and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; or (iiic) all Debentures Authenticated authenticated and delivered (other than (Ai) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 2.11 and (Bii) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company Corporation as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (Ad) the Company Corporation has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Be) the Company Corporation has delivered to the Trustee an Officer's ’s Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Trustee referred to in this Section 9.5 shall be irrevocable, subject to Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal and/or the interest (of, premium, if any) , and interest on the Debentures being satisfied. . (2) Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 and Article 4 and the provisions of Article 1 pertaining to Article 2 and Article 4) shall no longer be binding upon or applicable to the Company. Corporation. (3) Any funds or obligations deposited with the Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (4) If the Trustee is unable to apply any money or securities in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's Corporation’s obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 until such time as the Trustee is permitted to apply all such money or securities in accordance with this Section 9.5, provided that if the Company Corporation has made any payment in respect of the principal and/or the interest (of, premium, if any) , or interest on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company Corporation shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.

Satisfaction. (a) The Company shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures and the Debenture Trustee, at the expense of the Company, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures either: (i) the Company has deposited or caused to be deposited with the Debenture Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money sufficient to pay, satisfy and discharge the entire amount of the principal principal, premium, if any, and interest interest, if any, to maturity, maturity or any repayment date or any Change of Control Purchase Date or otherwise Redemption Dates, as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures;; or (ii) the Company has deposited or caused to be deposited with the Debenture Trustee as trust property in trust for the purpose of making payment on such Debentures: (A) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada; or (B) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payable; as will will, together with the income to accrue thereon and reinvestment thereof, be sufficient to pay and discharge the entire amount of the principal of and accrued and unpaid interest to the Maturity Date maturity or any repayment datedate or Redemption Dates, as the case may be, of all such Debentures; or (iii) all Debentures Authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such either event: (Aiii) the Company has paid, caused to be paid or made provisions to the satisfaction of the Debenture Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Debenture Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Biv) the Company has delivered to the Debenture Trustee an Officer's a Certificate of the Company stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Debenture Trustee referred to in this Section 9.5 shall be irrevocable, subject to Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Debenture Trustee and which provides for the due and punctual payment of the principal and/or the of, and interest (and premium, if any) , on the Debentures being satisfied. . (b) Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 and Article 4 and the provisions of Article 1 pertaining to Article 2 and Article 4the foregoing provisions) shall no longer be binding upon or applicable to the Company. . (c) Any funds or obligations deposited with the Debenture Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (d) If the Debenture Trustee is unable to apply any money in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's ’s obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money had been deposited pursuant to this Section 9.5 until such time as the Debenture Trustee is permitted to apply all such money in accordance with this Section 9.5, provided that if the Company has made any payment in respect of the principal and/or the principal, premium or interest (if any) on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Debenture Trustee.

Satisfaction. (a1) The Company Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures of any series and the Trustee, at the expense of the CompanyCorporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable: (ia) the Company Corporation has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money sufficient to pay, satisfy and discharge the entire amount of the principal of, and interest interest, if any, to maturity, or any repayment date or redemption dates, or any Change of Control Purchase Date Date, or upon conversion or otherwise as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures; (iib) the Company Corporation has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such Debentures: (Ai) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada; or (Bii) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payable; as will be sufficient to pay and discharge the entire amount of the principal of of, and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; or (iiic) all Debentures Authenticated authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 2.10 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company Corporation as provided in Section 9.38.3) have been delivered to the Trustee for cancellation; so long as in any such event: (Ad) the Company Corporation has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Be) the Company Corporation has delivered to the Trustee an Officer's ’s Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Trustee referred to in this Section 9.5 8.5 shall be irrevocable, subject to Section 9.68.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal and/or the of and interest (if any) on the Debentures being satisfied. . (2) Upon the satisfaction of the conditions set forth in this Section 9.5 8.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 and Article 4 and the provisions of Article 1 pertaining to Article 2 and Article 4) shall no longer be binding upon or applicable to the Company. Corporation. (3) Any funds or obligations deposited with the Trustee pursuant to this Section 9.5 8.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (4) If the Trustee is unable to apply any money or securities in accordance with this Section 9.5 8.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's Corporation’s obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 8.5 until such time as the Trustee is permitted to apply all such money or securities in accordance with this Section 9.58.5, provided that if the Company Corporation has made any payment in respect of the principal and/or the of, or interest (if any) on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company Corporation shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.

Satisfaction. (a) The Company Trust shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures, or all of the outstanding Debentures of any series, and the Debenture Trustee, at the expense of the CompanyTrust, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable, either: (i) the Company Trust has deposited or caused to be deposited with the Debenture Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money or Trust Units, if applicable, sufficient to pay, satisfy and discharge the entire amount of the principal principal, premium, if any, and interest interest, if any, to maturity, maturity or any repayment date or any Change of Control Purchase Date or otherwise Redemption Dates, as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures;; or (ii) the Company Trust has deposited or caused to be deposited with the Debenture Trustee as trust property in trust for the purpose of making payment on such Debentures: (A) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada, or in Trust Units, if applicable; or (B) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payable, or in Trust Units, if applicable; as will will, together with the income to accrue thereon and reinvestment thereof, be sufficient to pay and discharge the entire amount of the principal of and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; orand in either event: (iii) all Debentures Authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (A) the Company Trust has paid, caused to be paid or made provisions to the satisfaction of the Debenture Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Debenture Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Biv) the Company Trust has delivered to the Debenture Trustee an Officer's Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Debenture Trustee referred to in this Section 9.5 shall be irrevocable, subject to Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Debenture Trustee and which provides for the due and punctual payment of the principal and/or the of, and interest (and premium, if any) , on the Debentures being satisfied. . (b) Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, or the terms and conditions of the outstanding Debentures of such series, as applicable, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article Articles 2 and Article 4 and the provisions of Article 1 pertaining to Article 2 and Article 4the foregoing provisions) shall no longer be binding upon or applicable to the Company. Trust. (c) Any funds or obligations deposited with the Debenture Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (d) If the Debenture Trustee is unable to apply any money or securities in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the CompanyTrust's obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 until such time as the Debenture Trustee is permitted to apply all such money or securities in accordance with this Section 9.5, provided that if the Company Trust has made any payment in respect of the principal and/or the principal, premium or interest (if any) on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company Trust shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Debenture Trustee.

Satisfaction. (a) The Company Trust shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures of any series and the Debenture Trustee, at the expense of the CompanyTrust, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable, either: (i) the Company Trust has deposited or caused to be deposited with the Debenture Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money or Trust Units, if applicable, sufficient to pay, satisfy and discharge the entire amount of the principal principal, premium, if any, and interest interest, if any, to maturity, maturity or any repayment date or any Change of Control Purchase Date or otherwise Redemption Dates, as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures;; or (ii) the Company Trust has deposited or caused to be deposited with the Debenture Trustee as trust property in trust for the purpose of making payment on such Debentures: (A) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of CanadaCanada or Trust Units, if applicable; or (B) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payablepayable or Trust Units, if applicable; as will will, together with the income to accrue thereon and reinvestment thereof, be sufficient to pay and discharge the entire amount of the principal of and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; orand in either event: (iii) all Debentures Authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (A) the Company Trust has paid, caused to be paid or made provisions to the satisfaction of the Debenture Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Debenture Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Biv) the Company Trust has delivered to the Debenture Trustee an Officer's Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Debenture Trustee referred to in this Section 9.5 shall be irrevocable, subject to Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Debenture Trustee and which provides for the due and punctual payment of the principal and/or the of, and interest (and premium, if any) , on the Debentures being satisfied. . (b) Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in i n this Indenture (other than those contained in Article Articles 2 and Article 4 and the provisions of Article 1 pertaining to Article Articles 2 and Article 4) shall no longer be binding upon or applicable to the Company. Trust. (c) Any funds or obligations deposited with the Debenture Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (d) If the Debenture Trustee is unable to apply any money or securities in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the CompanyTrust's obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 until such time as the Debenture Trustee is permitted to apply all such money or securities in accordance with this Section 9.5, provided that if the Company Trust has made any payment in respect of the principal and/or the principal, premium or interest (if any) on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company Trust shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Debenture Trustee.

Satisfaction. (a) The Company Trust shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures of any series and the Trustee, at the expense of the CompanyTrust, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable, either: (i) the Company Trust has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money or Trust Units, if applicable, sufficient to pay, satisfy and discharge the entire amount of the principal principal, premium, if any, and interest interest, if any, to maturity, maturity or any repayment date or any Change of Control Purchase Date or otherwise Redemption Dates, as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures;; or (ii) the Company Trust has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such Debentures: (A) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of CanadaCanada or Trust Units, if applicable; or (B) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payablepayable or Trust Units, if applicable; as will will, together with the income to accrue thereon and reinvestment thereof, be sufficient to pay and discharge the entire amount of the principal of and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; orand in either event: (iii) all Debentures Authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (A) the Company Trust has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Biv) the Company Trust has delivered to the Trustee an Officer's Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Trustee referred to in this Section 9.5 10.5 shall be irrevocable, subject to Section 9.6Sections 10.3 and 10.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal and/or the of, and interest (and premium, if any) , on the Debentures being satisfied. . (b) Upon the satisfaction of the conditions set forth in this Section 9.5 10.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 Articles 2, 4, 6 and Article 4 Section 9.5 and the provisions of Article 1 pertaining to Article 2 and Article 4the foregoing provisions) shall no longer be binding upon or applicable to the Company. Trust. (c) Any funds or obligations deposited with the Trustee pursuant to this Section 9.5 10.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (d) If the Trustee is unable to apply any money or securities in accordance with this Section 9.5 10.5 by reason of any legal proceeding or any order or judgment judgement of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the CompanyTrust's obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 10.5 until such time as the Trustee is permitted to apply all such money or securities in accordance with this Section 9.510.5, provided that if the Company Trust has made any payment in respect of the principal and/or the principal, premium or interest (if any) on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company Trust shall be subrogated to the rights of the holders Debentureholders of such Debentures to receive such payment from the money or securities held by the Trustee.

Satisfaction. ‌ (a1) The Company Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures of any series and the Trustee, at the expense of the CompanyCorporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable: (ia) the Company Corporation has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money sufficient to pay, satisfy and discharge the entire amount of the principal of, premium, if any, and interest interest, if any, to maturity, or any repayment date date, or any Change of Control Purchase Date Date, or upon conversion or otherwise as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures; (iib) the Company Corporation has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such Debentures: (Ai) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada; or (Bii) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payable; as will be sufficient to pay and discharge the entire amount of the principal of of, premium, if any on, and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; or (iiic) all Debentures Authenticated authenticated and delivered (other than (Ai) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 2.11 and (Bii) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company Corporation as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (Ad) the Company Corporation has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Be) the Company Corporation has delivered to the Trustee an Officer's ’s Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Trustee referred to in this Section 9.5 shall be irrevocable, subject to Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal and/or the interest (of, premium, if any) , and interest on the Debentures being satisfied. . (2) Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 and Article 4 and the provisions of Article 1 pertaining to Article 2 and Article 4) shall no longer be binding upon or applicable to the Company. Corporation. (3) Any funds or obligations deposited with the Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (4) If the Trustee is unable to apply any money or securities in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's Corporation’s obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 until such time as the Trustee is permitted to apply all such money or securities in accordance with this Section 9.5, provided that if the Company Corporation has made any payment in respect of the principal and/or the interest (of, premium, if any) , or interest on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company Corporation shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.

Satisfaction. (a) The Company Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures of any series and the Trustee, at the expense of the CompanyCorporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable: (i) the Company Corporation has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money or Common Shares, if applicable, sufficient to pay, satisfy and discharge the entire amount of the principal of, premium, if any, and interest interest, if any, to maturity, or any repayment date or Redemption Dates, or any Change of Control Purchase Date Date, or upon conversion or otherwise as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such DebenturesDebentures (including the maximum amount that may be payable as a Make Whole Premium); (ii) the Company Corporation has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such Debentures: (A) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of CanadaCanada or Common Shares, if applicable; or (B) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payablepayable or Common Shares, if applicable; as will be sufficient to pay and discharge the entire amount of principal of, premium, if any (including the principal of maximum amount that may be payable as a Make Whole Premium) on, and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; or (iii) all Debentures Authenticated authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 2.9 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company Corporation as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (Aiv) the Company Corporation has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable or which may be payable (including the maximum amount that may be payable as a Make Whole Premium) with respect to all of such Debentures (together with all applicable fees and expenses of the Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Bv) the Company Corporation has delivered to the Trustee an Officer's Officers’ Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Trustee referred to in this Section 9.5 shall be irrevocable, subject to Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal and/or the interest (of, premium, if any) , and interest on the Debentures being satisfied. . (b) Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Articles Article 2 and Article 4 and the provisions of Article 1 pertaining to Articles Article 2 and Article 4) shall no longer be binding upon or applicable to the Company. Corporation. (c) Any funds or obligations deposited with the Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (d) If the Trustee is unable to apply any money or securities in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's Corporation’s obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 until such time as the Trustee is permitted to apply all such money or securities in accordance with this Section 9.5, provided that if the Company Corporation has made any payment in respect of the principal and/or the interest (of, premium, if any) , or interest on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company Corporation shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.

Satisfaction. (a) The Company REIT shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures of any series and the Trustee, at the expense of the CompanyREIT, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable, either: (i) the Company REIT has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money or Trust Units, if applicable, sufficient to pay, satisfy and discharge the entire amount of the principal principal, premium, if any, and interest interest, if any, to maturity, maturity or any repayment date or any Change of Control Purchase Date or otherwise Redemption Dates, as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures;; or (ii) the Company REIT has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such Debentures: (A) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of CanadaCanada or Trust Units, if applicable; or (B) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payablepayable or Trust Units, if applicable; as will will, together with the income to accrue thereon and reinvestment thereof, be sufficient to pay and discharge the entire amount of the principal of principal, premium, if any, and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; orand in either event: (iii) all Debentures Authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (A) the Company REIT has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Biv) the Company REIT has delivered to the Trustee an Officer's ’s Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Trustee referred to in this Section 9.5 10.5 shall be irrevocable, subject to Section 9.6Sections 10.3 and 10.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal and/or the of, and interest (and premium, if any) , on the Debentures being satisfied. . (b) Upon the satisfaction of the conditions set forth in this Section 9.5 10.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 Articles 2, 4 and Article 4 6, Section 9.5 and the provisions of Article 1 pertaining to Article 2 Articles 2, 4 and Article 46 and Section 9.5) shall no longer be binding upon or applicable to the Company. REIT. (c) Any funds or obligations deposited with the Trustee pursuant to this Section 9.5 10.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (d) If the Trustee is unable to apply any money or securities in accordance with this Section 9.5 10.5 by reason of any legal proceeding or any order or judgment judgement of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's REIT’s obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 10.5 until such time as the Trustee is permitted to apply all such money or securities in accordance with this Section 9.510.5, provided that if the Company REIT has made any payment in respect of the principal and/or the principal, premium or interest (if any) on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company REIT shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.

Satisfaction. (a1) The Company Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures of any series and the Trustee, at the expense of the CompanyCorporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable: (ia) the Company Corporation has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money sufficient to pay, satisfy and discharge the entire amount of the principal of, premium, if any, and interest interest, if any, to maturity, or any repayment date date, or any Change of Control Purchase Date Date, or upon conversion or otherwise as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures; (iib) the Company Corporation has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such Debentures: (Ai) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada; or (Bii) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payable; as will be sufficient to pay and discharge the entire amount of the principal of of, premium, if any on, and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; or (iiic) all Debentures Authenticated authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 2.11 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company Corporation as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (Ad) the Company Corporation has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Be) the Company Corporation has delivered to the Trustee an Officer's ’s Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Trustee referred to in this Section 9.5 shall be irrevocable, subject to Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal and/or the interest (of, premium, if any) , and interest on the Debentures being satisfied. . (2) Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 and Article 4 and the provisions of Article 1 pertaining to Article 2 and Article 42) shall no longer be binding upon or applicable to the Company. Corporation. (3) Any funds or obligations deposited with the Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (4) If the Trustee is unable to apply any money or securities in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's Corporation’s obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 until such time as the Trustee is permitted to apply all such money or securities in accordance with this Section 9.5, provided that if the Company Corporation has made any payment in respect of the principal and/or the interest (of, premium, if any) , or interest on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company Corporation shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.

Satisfaction. (a) The Company Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures of any series and the Trustee, at the expense of the CompanyCorporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable, either: (i) the Company Corporation has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money or Shares, if applicable, sufficient to pay, satisfy and discharge the entire amount of the principal principal, premium, if any, and interest interest, if any, to maturity, maturity or any repayment date or any Change of Control Purchase Date or otherwise Redemption Dates, as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures;; or (ii) the Company Corporation has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such Debentures: (A) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of or direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of CanadaCanada or Shares, if applicable; or (B) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of or direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payablepayable or Shares, if applicable; as will will, together with the income to accrue thereon and reinvestment thereof, be sufficient to pay and discharge the entire amount of the principal of and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; orand in either event: (iii) all Debentures Authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (A) the Company Corporation has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Biv) the Company Corporation has delivered to the Trustee an Officer's ’s Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Trustee referred to in this Section 9.5 shall be irrevocable, subject to Section 9.3 and Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal and/or the of, and interest (and premium, if any) , on the Debentures being satisfied. . (b) Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 2, Article 4, Article 6, Section 8.5 and Article 4 Section 15.15 and the provisions of Article 1 pertaining to Article 2 and 2, Article 4, Article 6, Section 8.5 and Section 15.15) shall no longer be binding upon or applicable to the Company. Corporation. (c) Any funds or obligations deposited with the Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (d) If the Trustee is unable to apply any money or securities in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's Corporation’s obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 until such time as the Trustee is permitted to apply all such money or securities in accordance with this Section 9.5, provided that if the Company Corporation has made any payment in respect of the principal and/or the principal, premium or interest (if any) on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company Corporation shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.

Satisfaction. (a) The Company shall REIT will be deemed to have fully paid, satisfied and discharged (a “defeasance”) all of the outstanding Debentures of any series and the Debenture Trustee, at the expense of the CompanyREIT, shall will execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable, either: (i) the Company REIT has deposited or caused to be deposited with the Debenture Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money or Units, if applicable, sufficient to pay, satisfy and discharge the entire amount of the principal principal, premium, if any, and interest interest, if any, to maturity, maturity or any repayment date or any date, Redemption Date, Change of Control Purchase Date or otherwise upon any conversion or otherwise, as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures;; or (ii) the Company REIT has deposited or caused to be deposited with the Debenture Trustee as trust property in trust for the purpose of making payment on such Debentures: (A) if the all of such Debentures are issued in Canadian United States dollars, such amount in Canadian United States dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of CanadaCanada or the United States; or (B) if the any of such Debentures are issued in a currency or currency unit other than Canadian United States dollars, cash in the currency currency(ies) or currency unit unit(s) in which the such Debentures are payable and/or such amount in such currency currency(ies) or currency unit unit(s) of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the such Debentures are payable, as the case may be; as will will, together with the income to accrue thereon and reinvestment thereof, be sufficient to pay and discharge the entire amount of the principal of and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; orand in either event: (iii) all Debentures Authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (A) the Company REIT has paid, caused to be paid or made provisions to the satisfaction of the Debenture Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Debenture Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures); (Biv) the Company REIT has delivered to the Debenture Trustee either (A) an opinion of counsel in Canada and the United States reasonably acceptable to the Debenture Trustee to the effect that, based upon Canadian and United States law then in effect (and also taking into account any proposed amendments to Canadian and United States law which, if enacted in the form proposed, would have retroactive effect), the beneficial owners of the Debentures will not recognize income, gain or loss for Canadian federal, provincial or territorial or other tax purposes (including United States tax purposes), as a result of the defeasance and will be subject to Canadian and United States taxes on the same amounts and in the same manner and at the same time as would have been the case if such defeasance had not occurred or (B) a ruling directed to the Debenture Trustee received from tax authorities of Canada and the United States to the same effect as the opinion of counsel described in clause (A) above; and (v) the REIT has delivered to the Debenture Trustee an Officer's ’s Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Debenture Trustee referred to in this Section 9.5 shall will be irrevocable, subject to Section 9.6, and shall will be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Debenture Trustee and which provides for the due and punctual payment of the principal and/or the of, and interest (and premium, if any) , on the Debentures being satisfied. . (b) Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 and 2, Article 4 3, Article 4, Article 6, Article 9, Section 8.4 and the provisions of Article 1 pertaining to Article 2 and Article 4the foregoing provisions) shall will no longer be binding upon or applicable to the Company. REIT. (c) Any funds or obligations deposited with the Debenture Trustee pursuant to this Section 9.5 shall will be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (d) If the Debenture Trustee is unable to apply any money or securities in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's REIT’s obligations under this Indenture and the affected Debentures shall will be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 until such time as the Debenture Trustee is permitted to apply all such money or securities in accordance with this Section 9.5, provided that if the Company REIT has made any payment in respect of the principal and/or the principal, premium or interest (if any) on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company shall REIT will be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Debenture Trustee.

Satisfaction. (a) The Company Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures of any series and the Trustee, at the expense of the CompanyCorporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable: (i) the Company Corporation has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money or Common Shares, if applicable, sufficient to pay, satisfy and discharge the entire amount of the principal of and interest interest, if any, to maturity, or any repayment date date, or any Change of Control Purchase Date upon conversion or otherwise as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures; (ii) the Company Corporation has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such Debentures: (A) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of CanadaCanada or Common Shares, if applicable; or (B) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payablepayable or Common Shares, if applicable; as will be sufficient to pay and discharge the entire amount of the principal of and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; or (iii) all Debentures Authenticated authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company Corporation as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (Aiv) the Company Corporation has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Bv) the Company Corporation has delivered to the Trustee an Officer's Officers’ Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Trustee referred to in this Section 9.5 shall be irrevocable, subject to Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal and/or the of and interest (if any) on the Debentures being satisfied. . (b) Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 and Article 4 and the provisions of Article 1 pertaining to Article 2 and Article 4) shall no longer be binding upon or applicable to the Company. Corporation. (c) Any funds or obligations deposited with the Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (d) If the Trustee is unable to apply any money or securities in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's Corporation’s obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 until such time as the Trustee is permitted to apply all such money or securities in accordance with this Section 9.5, provided that if the Company Corporation has made any payment in respect of the principal and/or the of or interest (if any) on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company Corporation shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.

Satisfaction. (a) The Company shall Corporation will be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures of any series and the Debenture Trustee, at the expense of the CompanyCorporation, shall will execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable, either: (i) the Company Corporation has deposited or caused to be deposited with the Debenture Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money or Shares, if applicable, sufficient to pay, satisfy and discharge the entire amount of the principal principal, premium, if any, and interest interest, if any, to maturity, maturity or any repayment date or any date, Redemption Date, Change of Control Purchase Date or otherwise upon any conversion or otherwise, as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures;Debentures (including the maximum amount that may be payable as Make Whole Premium); or (ii) the Company Corporation has deposited or caused to be deposited with the Debenture Trustee as trust property in trust for the purpose of making payment on such Debentures: (A1) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada; or (B2) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payable; as will will, together with the income to accrue thereon and reinvestment thereof, be sufficient to pay and discharge the entire amount of the principal of and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; orand in either event: (iii) all Debentures Authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (A) the Company Corporation has paid, caused to be paid or made provisions to the satisfaction of the Debenture Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Debenture Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Biv) the Company Corporation has delivered to the Debenture Trustee an Officer's ’s Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Debenture Trustee referred to in this Section 9.5 shall will be irrevocable, subject to Section 9.6, and shall will be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Debenture Trustee and which provides for the due and punctual payment of the principal and/or the of, and interest (and premium, if any) , on the Debentures being satisfied. . (b) Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 and 2, Article 4 3, Article 4, Article 6, Article 9, Section 8.4 and the provisions of Article 1 pertaining to Article 2 and Article 4the foregoing provisions) shall will no longer be binding upon or applicable to the Company. Corporation. (c) Any funds or obligations deposited with the Debenture Trustee pursuant to this Section 9.5 shall must be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (d) If the Debenture Trustee is unable to apply any money or securities in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's Corporation’s obligations under this Indenture and the affected Debentures shall must be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 until such time as the Debenture Trustee is permitted to apply all such money or securities in accordance with this Section 9.5, provided that if the Company Corporation has made any payment in respect of the principal and/or the principal, premium or interest (if any) on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company shall Corporation will be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Debenture Trustee.

Satisfaction. (a) The Company Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures of any series and the Debenture Trustee, at the expense of the CompanyCorporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable, either: (i) the Company Corporation has deposited or caused to be deposited with the Debenture Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money or Common Shares, if applicable, sufficient to pay, satisfy and discharge the entire amount of the principal principal, premium, if any, and interest interest, if any, to maturity, maturity or any repayment date or any Change of Control Purchase Date or otherwise Redemption Dates, as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures;; or (ii) the Company Corporation has deposited or caused to be deposited with the Debenture Trustee as trust property in trust for the purpose of making payment on such Debentures: (AI) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of CanadaCanada or Common Shares, if applicable; or (BII) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payablepayable or Common Shares, if applicable; as will will, together with the income to accrue thereon and reinvestment thereof, be sufficient to pay and discharge the entire amount of the principal of and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; orand in either event: (iii) all Debentures Authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (A) the Company Corporation has paid, caused to be paid or made provisions to the satisfaction of the Debenture Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Debenture Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Biv) the Company Corporation has delivered to the Debenture Trustee an Officer's Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Debenture Trustee referred to in this Section 9.5 shall be irrevocable, subject to Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Debenture Trustee and which provides for the due and punctual payment of the principal and/or the of, and interest (and premium, if any) , on the Debentures being satisfied. . (b) Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 Articles 2, 4 and Article 4 6 and Section 8.4 and the provisions of Article 1 pertaining to Article 2 and Article 4the foregoing provisions) shall no longer be binding upon or applicable to the Company. Corporation. (c) Any funds or obligations deposited with the Debenture Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (d) If the Debenture Trustee is unable to apply any money or securities in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the CompanyCorporation's obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 until such time as the Debenture Trustee is permitted to apply all such money or securities in accordance with this Section 9.5, provided that if the Company Corporation has made any payment in respect of the principal and/or the principal, premium or interest (if any) on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company Corporation shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Debenture Trustee.

Satisfaction. (a) The Company Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures and the Trustee, at the expense of the CompanyCorporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding Debentures or all of the outstanding Debentures:, as applicable:‌ (i) the Company Corporation has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money or Common Shares, if applicable, sufficient to pay, satisfy and discharge the entire amount of the principal of, premium, if any, and interest interest, if any, to maturity, or any repayment date or Redemption Dates, or any Change of Control Purchase Date Date, or upon conversion or otherwise as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures; (ii) the Company Corporation has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such Debentures: (A) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of CanadaCanada or Common Shares, if applicable; oror‌ (B) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payablepayable or Common Shares, if applicable; as will be sufficient to pay and discharge the entire amount of the principal of of, premium, if any on, and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; or (iii) all Debentures Authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (A) the Company has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Trustee in connection with the payment of such Debentures and its duties under this Indenture); (B) the Company has delivered to the Trustee an Officer's Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; 2.7 and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Trustee referred to in this Section 9.5 shall be irrevocable, subject to Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal and/or the interest (if any) on the Debentures being satisfied. Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 and Article 4 and the provisions of Article 1 pertaining to Article 2 and Article 4) shall no longer be binding upon or applicable to the Company. Any funds or obligations deposited with the Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. If the Trustee is unable to apply any money in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money had been deposited pursuant to this Section 9.5 until such time as the Trustee is permitted to apply all such money in accordance with this Section 9.5, provided that if the Company has made any payment in respect of the principal and/or the interest (if any) on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.

Satisfaction. ‌ (a1) The Company Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures and the Trustee, at the expense of the CompanyCorporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding Debentures or all of the outstanding Debentures: (ia) the Company Corporation has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money sufficient to pay, satisfy and discharge the entire amount of the principal of, premium, if any, and interest interest, if any, to maturity, or any repayment date date, or any Change of Control Purchase Date upon conversion or otherwise as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures; (iib) the Company Corporation has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such Debentures: (Ai) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada; or (Bii) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payable; as will be sufficient to pay and discharge the entire amount of the principal of of, premium, if any on, and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; or (iiic) all Debentures Authenticated authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 2.11 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company Corporation as provided in Section 9.38.3) have been delivered to the Trustee for cancellation; so long as in any such event: (Ad) the Company Corporation has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Be) the Company Corporation has delivered to the Trustee an Officer's ’s Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Trustee referred to in this Section 9.5 8.5 shall be irrevocable, subject to Section 9.68.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal and/or the interest (of, premium, if any) , and interest on the Debentures being satisfied. . (2) Upon the satisfaction of the conditions set forth in this Section 9.5 8.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 and Article 4 and the provisions of Article 1 pertaining to Article 2 and Article 4) shall no longer be binding upon or applicable to the Company. Corporation. (3) Any funds or obligations deposited with the Trustee pursuant to this Section 9.5 8.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (4) If the Trustee is unable to apply any money or securities in accordance with this Section 9.5 8.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's Corporation’s obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 8.5 until such time as the Trustee is permitted to apply all such money or securities in accordance with this Section 9.58.5, provided that if the Company Corporation has made any payment in respect of the principal and/or the interest (of, premium, if any) , or interest on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company Corporation shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.

Satisfaction. (a) The Company Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures of any series and the Trustee, at the expense of the CompanyCorporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable: (i) the Company Corporation has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money or Common Shares, if applicable, sufficient to pay, satisfy and discharge the entire amount of the principal of, premium, if any, and interest interest, if any, to maturity, or any repayment date or Redemption Dates, or any Change of Control Purchase Date Date, or upon conversion or otherwise as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such DebenturesDebentures (including the maximum amount that may be payable as a Make Whole Premium); (ii) the Company Corporation has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such Debentures: (A) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of CanadaCanada or Common Shares, if applicable; or (B) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payablepayable or Common Shares, if applicable; as will will, together with the income to accrue thereon and reinvestment thereof, be sufficient to pay and discharge the entire amount of principal of, premium, if any (including the principal of maximum amount that may be payable as a Make Whole Premium) on, and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; or (iii) all Debentures Authenticated authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 2.9 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company Corporation as provided in Section 9.310.3) have been delivered to the Trustee for cancellation; so long as in any such event: (Aiv) the Company Corporation has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable or which may be payable (including the maximum amount that may be payable as a Make Whole Premium) with respect to all of such Debentures (together with all applicable fees and expenses of the Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Bv) the Company Corporation has delivered to the Trustee an Officer's Officers' Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Trustee referred to in this Section 9.5 shall be irrevocable, subject to Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal and/or the interest (of, premium, if any) , and interest on the Debentures being satisfied. . (b) Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article Articles 2 and Article 4 and the provisions of Article 1 pertaining to Article Articles 2 and Article 4) shall no longer be binding upon or applicable to the Company. Corporation. (c) Any funds or obligations deposited with the Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (d) If the Trustee is unable to apply any money or securities in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the CompanyCorporation's obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 until such time as the Trustee is permitted to apply all such money or securities in accordance with this Section 9.5, provided that if the Company Corporation has made any payment in respect of the principal and/or the interest (of, premium, if any) , or interest on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company Corporation shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.

Satisfaction. (a) The Company Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures and the Trustee, at the expense of the CompanyCorporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding Debentures: (i) the Company Corporation has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money or Common Shares, if applicable, sufficient to pay, satisfy and discharge the entire amount of the principal of and interest interest, if any, to maturity, or any repayment date or Redemption Dates, or any Change of Control Purchase Date Date, or upon conversion or otherwise as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures; (ii) the Company Corporation has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such Debentures: (A) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada; or (B) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or Common Shares, if applicable, as will, together with the government that issued the currency or currency unit in which the Debentures are payable; as will income to accrue thereon and reinvestment thereof, be sufficient to pay and discharge the entire amount of the principal of and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; or (iii) all Debentures Authenticated authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 2.5 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company Corporation as provided in Section 9.3hereunder) have been delivered to the Trustee for cancellation; so long as in any such event: (Aiv) the Company Corporation has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Bv) the Company Corporation has delivered to the Trustee an Officer's Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Trustee referred to in this Section 9.5 shall be irrevocable, subject to Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal and/or the of and interest (if any) on the Debentures being satisfied. . (b) Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 and Article 4 and the provisions of Article 1 pertaining to Article 2 and Article 4) shall no longer be binding upon or applicable to the Company. Corporation. (c) Any funds or obligations deposited with the Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. Canadian dollars. (d) If the Trustee is unable to apply any money or securities in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the CompanyCorporation's obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 until such time as the Trustee is permitted to apply all such money or securities in accordance with this Section 9.5, provided that if the Company Corporation has made any payment in respect of the principal and/or the of or interest (if any) on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company Corporation shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.

Satisfaction. (a) The Company Trust shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures of any series and the Debenture Trustee, at the expense of the CompanyTrust, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable, either: (i) the Company Trust has deposited or caused to be deposited with the Debenture Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money or Units, if applicable, sufficient to pay, satisfy and discharge the entire amount of the principal principal, and interest interest, if any, to maturity, maturity or any repayment date or any Change of Control Purchase Date or otherwise Redemption Dates, as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures;; or (ii) the Company Trust has deposited or caused to be deposited with the Debenture Trustee as trust property in trust for the purpose of making payment on such Debentures: (A) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of CanadaCanada or Units, if applicable; or (B) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payablepayable or Units, if applicable; as will will, together with the income to accrue thereon and, reinvestment thereof, be sufficient to pay and discharge the entire amount of the principal of and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; orand in either event: (iii) all Debentures Authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (A) the Company Trust has paid, caused to be paid or made provisions to the satisfaction of the Debenture Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Debenture Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Biv) the Company Trust has delivered to the Debenture Trustee an Officer's Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Debenture Trustee referred to in this Section 9.5 shall be irrevocable, subject to Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Debenture Trustee and which provides for the due and punctual payment of the principal and/or the interest (of, and interest, if any) , on the Debentures being satisfied. . (b) Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 2, Article 4, Article 6 and Article 4 Section 8.4 and the provisions of of Article 1 pertaining to Article 2 and Article 4the foregoing provisions) shall no longer be binding upon or applicable to the Company. Trust. (c) Any funds or obligations deposited with the Debenture Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (d) If the Debenture Trustee is unable to apply any money or securities in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the CompanyTrust's obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 until such time as the Debenture Trustee is permitted to apply all such money or securities in accordance with this Section 9.5Section, provided that if the Company Trust has made any payment in respect of the principal and/or the or interest (if any) on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company Trust shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Debenture Trustee.

Satisfaction. (a1) The Company Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures of any series and the Trustee, at the expense of the CompanyCorporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable: (ia) the Company Corporation has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money sufficient to pay, satisfy and discharge the entire amount of the principal of, and interest interest, if any, to maturity, or any repayment date Payment Date, or any Change of Control Purchase Date upon conversion or otherwise as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures; (iib) the Company Corporation has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such Debentures: (Ai) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada; or (Bii) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payable; as will be sufficient to pay and discharge the entire amount of the principal of of, and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; or (iiic) all Debentures Authenticated authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 2.10 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company Corporation as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (Ad) the Company Corporation has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable expenses and fees and expenses of the Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures); (Be) the Company Corporation has delivered to the Trustee an Officer's ’s Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and; (Cf) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company Corporation of the defeasance and that such holders Debentureholders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures; (g) no Event of Default shall have occurred and be continuing on the date of the deposit referred to in this Section 9.5; (h) such release does not result in a breach or violation of, or constitute a default under, any material agreement or instrument to which the Corporation is a party or by which the Corporation is bound; and (i) the Corporation shall have delivered to the Trustee an Officers’ Certificate stating that the deposit referred to in this Section 9.5 was not made by the Corporation with the intent of preferring the Debentureholders over the other creditors of the Corporation or with the intent of defeating, hindering, delaying or defrauding creditors of the Corporation or others. Any deposits with the Trustee referred to in this Section 9.5 shall be irrevocable, subject to Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal and/or the of and interest (if any) on the Debentures being satisfied. . (2) Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 and Article 4 and the provisions of Article 1 pertaining to Article 2 and Article 42) shall no longer be binding upon or applicable to the Company. Corporation. (3) Any funds or obligations deposited with the Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (4) If the Trustee is unable to apply any money or securities in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's Corporation’s obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 until such time as the Trustee is permitted to apply all such money or securities in accordance with this Section 9.5, provided that if the Company Corporation has made any payment in respect of the principal and/or the of, or interest (if any) on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company Corporation shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.

Satisfaction. (a) The Company Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures and the Indenture Trustee, at the expense of the CompanyCorporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such the Debentures, when, with respect to all outstanding Debentures or all of the outstanding DebenturesDebentures of any series, as applicable, either: (i) the Company Corporation has deposited or caused to be deposited with the Indenture Trustee as trust funds or property in trust for the purpose of making payment on such the Debentures, an amount in money sufficient to pay, satisfy and discharge the entire amount of the principal principal, premium, if any, and interest interest, if any, to maturity, maturity or any repayment date or any Change of Control Purchase Date or otherwise date, as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such the outstanding Debentures;; or (ii) the Company Corporation has deposited or caused to be deposited with the Indenture Trustee as trust property in trust for the purpose of making payment on such the Debentures: (A) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of CanadaCanada or; or (B) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payablepayable or; as will will, together with the income to accrue thereon, be sufficient to pay and discharge the entire amount of the principal of and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such the outstanding Debentures; orand in either event: (iii) all Debentures Authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (A) the Company Corporation has paid, caused to be paid or made provisions to the satisfaction of the Indenture Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Trustee in connection with the payment of such Debentures and its duties under this Indenture);outstanding Debentures; and (Biv) the Company Corporation has delivered to the Indenture Trustee an Officer's Officers' Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such the outstanding Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Indenture Trustee referred to in this Section 9.5 shall be irrevocable, subject to Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Indenture Trustee and which provides for the due and punctual payment of the principal and/or the of, and interest (and premium, if any) , on the Debentures being satisfied. . (b) Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 and Article 4 and the provisions of Article 1 pertaining to Article 2 and Article 4contained 4.1) shall no longer be binding upon or applicable to the Company. Corporation. (c) Any funds or obligations deposited with the Indenture Trustee pursuant to this Section 9.5 shall be denominated in the currency or of denomination of the Debentures in respect of which such deposit is made. If the Trustee is unable to apply any money in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money had been deposited pursuant to this Section 9.5 until such time as the Trustee is permitted to apply all such money in accordance with this Section 9.5, provided that if the Company has made any payment in respect of the principal and/or the interest (if any) on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.

Satisfaction. ‌ (a1) The Company Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures and the Trustee, at the expense of the CompanyCorporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding Debentures or all of the outstanding Debentures: (ia) the Company Corporation has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money sufficient to pay, satisfy and discharge the entire amount of the principal of, premium, if any, and interest interest, if any, to maturity, or any repayment date date, or any Change of Control Purchase Date upon conversion or otherwise as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures; (iib) the Company Corporation has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such Debentures: (Ai) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada; or (Bii) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payable; as will be sufficient to pay and discharge the entire amount of the principal of of, premium, if any on, and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; or (iiic) all Debentures Authenticated authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 2.11 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company Corporation as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (Ad) the Company Corporation has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Be) the Company Corporation has delivered to the Trustee an Officer's ’s Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Trustee referred to in this Section 9.5 shall be irrevocable, subject to Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal and/or the interest (of, premium, if any) , and interest on the Debentures being satisfied. . (2) Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 and Article 4 and the provisions of Article 1 pertaining to Article 2 and Article 4) shall no longer be binding upon or applicable to the Company. Corporation. (3) Any funds or obligations deposited with the Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (4) If the Trustee is unable to apply any money or securities in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's Corporation’s obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 until such time as the Trustee is permitted to apply all such money or securities in accordance with this Section 9.5, provided that if the Company Corporation has made any payment in respect of the principal and/or the interest (of, premium, if any) , or interest on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company Corporation shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.

Satisfaction. (a) The Company shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures or all of the outstanding Debentures of any series and the Debenture Trustee, at the expense of the Company, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable, either: (i) the Company has deposited or caused to be deposited with the Debenture Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money or Shares, if applicable, sufficient to pay, satisfy and discharge the entire amount of principal, premium, if any, and interest, if any, on the principal and interest Debentures to maturitythe Maturity Date, or any repayment date or any Change of Control Purchase Date or otherwise Redemption Dates, as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures;; or (ii) the Company has deposited or caused to be deposited with the Debenture Trustee as trust property in trust for the purpose of making payment on such Debentures: (A) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of CanadaCanada or Shares, if applicable; or (B) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payablepayable or Shares, if applicable; as will will, together with the income to accrue thereon, be sufficient to pay and discharge the entire amount of the principal of principal, premium, if any and accrued and unpaid interest to the Maturity Date, Redemption Date or any repayment date, as the case may be, of all such Debentures; or (iii) all Debentures Authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such either event: (Aiii) the Company has paid, caused to be paid or made provisions to the satisfaction of the Debenture Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Debenture Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Biv) the Company has delivered to the Debenture Trustee an Officer's ’s Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Debenture Trustee referred to in this Section 9.5 shall be irrevocable, subject to Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Debenture Trustee and its Counsel and which provides for the due and punctual payment of the principal and/or the of, and interest (and premium, if any) , and all other amounts owing on the Debentures being satisfied. . (b) Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the such Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 2, Article 4, Article 5, Article 6, Section 8.4 and Article 4 10 and the provisions of Article 1 pertaining to Article 2 and Article 4the foregoing provisions) shall no longer be binding upon or applicable to the Company. . (c) Any funds or obligations deposited with the Debenture Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (d) If the Debenture Trustee is unable to apply any money or securities in accordance with this Section 9.5 by reason of Article 5 or any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's ’s obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 until such time as the Debenture Trustee is permitted to apply all such money or securities in accordance with this Section 9.5, provided that if the Company has made any payment in respect of the principal and/or the principal, premium or interest (if any) on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the rights of the Company shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Debenture Trustee.

Satisfaction. (a) The Company Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures of any series and the Trustee, at the expense of the CompanyCorporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable: (i) the Company Corporation has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money or Common Shares, if applicable, sufficient to pay, satisfy and discharge the entire amount of the principal of, premium, if any, and interest interest, if any, to maturity, or any repayment date or Redemption Dates, or any Change of Control Purchase Date Date, or upon conversion or otherwise as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such DebenturesDebentures (including the maximum amount that may be payable as a Make Whole Premium); (ii) the Company Corporation has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such Debentures: (A) if the Debentures are issued in Canadian US dollars, such amount in Canadian US dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canadathe United States or Common Shares, if applicable; or (B) if the Debentures are issued in a currency or currency unit other than Canadian US dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payablepayable or Common Shares, if applicable; as will be sufficient to pay and discharge the entire amount of principal of, premium, if any (including the principal of maximum amount that may be payable as a Make Whole Premium) on, and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; or (iii) all Debentures Authenticated authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 2.9 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company Corporation as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (Aiv) the Company Corporation has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable or which may be payable (including the maximum amount that may be payable as a Make Whole Premium) with respect to all of such Debentures (together with all applicable fees and expenses of the Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Bv) the Company Corporation has delivered to the Trustee an Officer's Officers’ Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Trustee referred to in this Section 9.5 shall be irrevocable, subject to Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal and/or the interest (of, premium, if any) , and interest on the Debentures being satisfied. . (b) Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 and Article 4 and the provisions of Article 1 pertaining to Article 2 and Article 4) shall no longer be binding upon or applicable to the Company. Corporation. (c) Any funds or obligations deposited with the Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (d) If the Trustee is unable to apply any money or securities in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's Corporation’s obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 until such time as the Trustee is permitted to apply all such money or securities in accordance with this Section 9.5, provided that if the Company Corporation has made any payment in respect of the principal and/or the interest (of, premium, if any) , or interest on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company Corporation shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.

Satisfaction. (a) The Company shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures of any series and the Debenture Trustee, at the expense of the Company, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or of the outstanding Debentures of any series, as applicable, either: (i) the Company has deposited or caused to be deposited with the Debenture Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money sufficient to pay, satisfy and discharge the entire amount of the principal principal, premium, if any, and interest interest, if any, to maturity, maturity or any repayment date date, Redemption Call Dates or any Change of Control Purchase Date or otherwise Redemption Put Dates, as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures;; or (ii) the Company has deposited or caused to be deposited with the Debenture Trustee as trust property in trust for the purpose of making payment on such Debentures: (A) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada; or (B) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payable; as will will, together with the income to accrue thereon and reinvestment thereof, be sufficient to pay and discharge the entire amount of the principal of and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; or (iii) all Debentures Authenticated authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 2.9, and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company as provided in Section 9.39.4) have been delivered to the Debenture Trustee for cancellation; so long as and in any such either event: (Aiv) the Company has paid, caused to be paid or made provisions to the satisfaction of the Debenture Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Debenture Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures); (Bv) in respect of (i) and (ii) above, the Company has delivered to the Debenture Trustee an opinion of Counsel reasonably acceptable to the Debenture Trustee and qualified to practice in Canada to the effect that holders of outstanding Debentures that are resident in Canada for purposes of the Tax Act will not recognize income, gain or loss for Canadian federal income tax purposes as a result of this Section 9.5(a)(v) and will only be subject to Canadian federal income taxes on the same amounts, in the same manner and at the same times as would have been the case if this Section 9.5(a)(v) had not applied; and (vi) the Company has delivered to the Debenture Trustee an Officer's a Certificate of the Company stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Debenture Trustee referred to in this Section 9.5 shall be irrevocable, subject to Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Debenture Trustee and which provides for the due and punctual payment of the principal and/or the of, and interest (and premium, if any) , on the Debentures being satisfied. . (b) Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 and 2, Article 4 4, Article 5, Article 6, Section 8.4 and the provisions of Article 1 pertaining to Article 2 and Article 4the foregoing provisions) shall no longer be binding upon or applicable to the Company. . (c) Any funds or obligations deposited with the Debenture Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (d) If the Debenture Trustee is unable to apply any money or securities in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's ’s obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 until such time as the Debenture Trustee is permitted to apply all such money or securities in accordance with this Section 9.5, provided that if the Company has made any payment in respect of the principal and/or the principal, premium or interest (if any) on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Debenture Trustee.

Satisfaction. (a1) The Company Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures and the Trustee, at the expense of the CompanyCorporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding Debentures: (ia) the Company Corporation has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money sufficient to pay, satisfy and discharge the entire amount of the principal of, premium, if any, and interest interest, if any, to maturity, or any repayment date or any Change of Control Purchase Date Date, or upon conversion or otherwise as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures; (iib) the Company Corporation has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such Debentures: (Ai) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada; or (Bii) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payable; as will be sufficient to pay and discharge the entire amount of the principal of of, premium, if any on, and accrued and unpaid interest interest, if any to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; or (iiic) all Debentures Authenticated authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 2.7 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company Corporation as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (Ad) the Company Corporation has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Be) the Company Corporation has delivered to the Trustee an Officer's Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Trustee referred to in this Section 9.5 shall be irrevocable, subject to Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal and/or the interest (of, premium, if any) , and interest, if any on the Debentures being satisfied. . (2) Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 2, Article 4, Article 6, and this Article 4 9 and the provisions of Article 1 pertaining to Article 2 2, Article 4 Article 6, and this Article 49) shall no longer be binding upon or applicable to the Company. Corporation. (3) Any funds or obligations deposited with the Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (4) If the Trustee is unable to apply any money or securities in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the CompanyCorporation's obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 until such time as the Trustee is permitted to apply all such money or securities in accordance with this Section 9.5, provided that if the Company Corporation has made any payment in respect of the principal and/or the interest (of, premium, if any) , or interest, if any on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company Corporation shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.

Satisfaction. (a) The Company Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures of any series and the Debenture Trustee, at the expense of the CompanyCorporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable, either: (i) the Company Corporation has deposited or caused to be deposited with the Debenture Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money or Shares, if applicable, sufficient to pay, satisfy and discharge the entire amount of the principal principal, premium, if any, and interest interest, if any, to maturity, maturity or any repayment date or Redemption Dates or any Change of Control Purchase Date or otherwise upon conversion or otherwise, as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures;Debentures (including the maximum amount of Shares that may be payable as Make-Whole Premium Shares); or (ii) the Company Corporation has deposited or caused to be deposited with the Debenture Trustee as trust property in trust for the purpose of making payment on such Debentures: (A) if the Debentures are issued in Canadian US dollars, such amount in Canadian US dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the United States Government, the Government of CanadaCanada or Shares, if applicable; or (B) if the Debentures are issued in a currency or currency unit other than Canadian US dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payablepayable or Shares, if applicable; as will be sufficient to pay and discharge the entire amount of the principal of principal, premium, if any, and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; orand in either event: (iii) all Debentures Authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (A) the Company Corporation has paid, caused to be paid or made provisions to the satisfaction of the Debenture Trustee for the payment of all other sums payable or which may be payable (including the maximum number of Shares that may be issuable as Make-Whole Premium Shares) with respect to all of such Debentures (together with all applicable fees and reasonable expenses of the Debenture Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Biv) the Company Corporation has delivered to the Debenture Trustee an Officer's ’s Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Debenture Trustee referred to in this Section 9.5 shall be irrevocable, subject to Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Debenture Trustee and the Corporation and which provides for the due and punctual payment of the principal and/or the of, and interest (and premium, if any) , on the Debentures being satisfied. . (b) Upon the satisfaction of the conditions set forth out in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth out in this Indenture (other than those contained in Article 2 2, 4 and Article 4 6 and Section 8.4 and the provisions of Article 1 pertaining to Article 2 and Article 4the foregoing provisions) shall no longer be binding upon or applicable to the Company. Corporation. (c) Any funds or obligations deposited with the Debenture Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (d) If the Debenture Trustee is unable to apply any money or securities in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's Corporation’s obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 until such time as the Debenture Trustee is permitted to apply all such money or securities in accordance with this Section 9.5, provided that if the Company Corporation has made any payment in respect of the principal and/or the principal, premium or interest (if any) on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company Corporation shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Debenture Trustee.

Satisfaction. (a) The Company Trust shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures of any series and the Debenture Trustee, at the expense of the CompanyTrust, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable, either: (i) the Company Trust has deposited or caused to be deposited with the Debenture Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money or Trust Units, if applicable, sufficient to pay, satisfy and discharge the entire amount of the principal principal, premium, if any, and interest interest, if any, to maturity, maturity or any repayment date or any Change of Control Purchase Date or otherwise Redemption Dates, as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures;; or (ii) the Company Trust has deposited or caused to be deposited with the Debenture Trustee as trust property in trust for the purpose of making payment on such Debentures: (A) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of CanadaCanada or Trust Units, if applicable; or (B) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payablepayable or Trust Units, if applicable; as will will, together with the income to accrue thereon and reinvestment thereof, be sufficient to pay and discharge the entire amount of the principal of and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; orand in either event: (iii) all Debentures Authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (A) the Company Trust has paid, caused to be paid or made provisions to the satisfaction of the Debenture Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Debenture Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Biv) the Company Trust has delivered to the Debenture Trustee an Officer's ’s Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Debenture Trustee referred to in this Section 9.5 shall be irrevocable, subject to Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Debenture Trustee and which provides for the due and punctual payment of the principal and/or the of, and interest (and premium, if any) , on the Debentures being satisfied. . (b) Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article Articles 2 and Article 4 and the provisions of Article 1 pertaining to Article Articles 2 and Article 4) shall no longer be binding upon or applicable to the Company. Trust. (c) Any funds or obligations deposited with the Debenture Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (d) If the Debenture Trustee is unable to apply any money or securities in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's Trust’s obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 until such time as the Debenture Trustee is permitted to apply all such money or securities in accordance with this Section 9.5, provided that if the Company Trust has made any payment in respect of the principal and/or the principal, premium or interest (if any) on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company Trust shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Debenture Trustee.

Satisfaction. (a1) The Company Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures of any series and the Trustee, at the expense of the CompanyCorporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable: (ia) the Company Corporation has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money sufficient to pay, satisfy and discharge the entire amount of the principal of, premium, if any, and interest interest, if any, to maturity, or any repayment date date, or any Change of Control Purchase Date Date, or upon conversion or otherwise as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures; (iib) the Company Corporation has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such Debentures: (Ai) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada; or (Bii) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payable; as will be sufficient to pay and discharge the entire amount of the principal of of, premium, if any on, and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; or (iiic) all Debentures Authenticated authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 2.10 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company Corporation as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (Ad) the Company Corporation has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Be) the Company Corporation has delivered to the Trustee an Officer's ’s Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Trustee referred to in this Section 9.5 shall be irrevocable, subject to Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal and/or the interest (of, premium, if any) , and interest on the Debentures being satisfied. . (2) Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 and Article 4 and the provisions of Article 1 pertaining to Article 2 and Article 4) shall no longer be binding upon or applicable to the Company. Corporation. (3) Any funds or obligations deposited with the Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (4) If the Trustee is unable to apply any money or securities in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's Corporation’s obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 until such time as the Trustee is permitted to apply all such money or securities in accordance with this Section 9.5, provided that if the Company Corporation has made any payment in respect of the principal and/or the interest (of, premium, if any) , or interest on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company Corporation shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.

Satisfaction. (a) The Company Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures of any series and the Trustee, at the expense of the CompanyCorporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable: (i) the Company Corporation has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money or Common Shares, if applicable, sufficient to pay, satisfy and discharge the entire amount of the principal of, premium, if any, and interest interest, if any, to maturity, or any repayment date or Redemption Dates, or any Change of Control Purchase Date Date, or upon conversion or otherwise as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures; (ii) the Company Corporation has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such Debentures: (A) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of CanadaCanada or Common Shares, if applicable; or (B) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payablepayable or Common Shares, if applicable; as will be sufficient to pay and discharge the entire amount of the principal of of, premium, if any on, and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; or (iii) all Debentures Authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (A) the Company has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Trustee in connection with the payment of such Debentures and its duties under this Indenture); (B) the Company has delivered to the Trustee an Officer's Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; 2.8 and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Trustee referred to in this Section 9.5 shall be irrevocable, subject to Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal and/or the interest (if any) on the Debentures being satisfied. Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 and Article 4 and the provisions of Article 1 pertaining to Article 2 and Article 4) shall no longer be binding upon or applicable to the Company. Any funds or obligations deposited with the Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. If the Trustee is unable to apply any money in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money had been deposited pursuant to this Section 9.5 until such time as the Trustee is permitted to apply all such money in accordance with this Section 9.5, provided that if the Company has made any payment in respect of the principal and/or the interest (if any) on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.

Satisfaction. (a) The Company Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures of any series and the Trustee, at the expense of the CompanyCorporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable, either: (i) the Company Corporation has deposited or caused to be deposited with the Trustee (or the paying agent, if not the Trustee, or the conversion agent, if applicable) as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money or Shares, if applicable, sufficient to pay, satisfy and discharge the entire amount of the principal principal, premium, if any, and interest interest, if any, to maturity, maturity or any repayment date or any Change of Control Purchase Date or otherwise Redemption Dates, as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures;; or (ii) the Company Corporation has deposited or caused to be deposited with the Trustee (or the paying agent, if not the Trustee, or the conversion agent, if applicable) as trust property in trust for the purpose of making payment on such Debentures: (A) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada, or Shares, if applicable; or (B) if the Debentures are issued in a currency or currency unit share other than Canadian dollars, cash in the currency or currency unit share in which the Debentures are payable and/or such amount in such currency or currency unit share of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit share in which the Debentures are payable, or Shares, if applicable; as will will, together with the income to accrue thereon and reinvestment thereof, be sufficient to pay and discharge the entire amount of the principal of and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; orand in either event: (iii) all Debentures Authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (A) the Company Corporation has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Biv) the Company Corporation has delivered to the Trustee an Officer's ’s Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Trustee referred to in this Section 9.5 shall be irrevocable, subject to Section 9.3 and Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal and/or the of, and interest (and premium, if any) , on the Debentures being satisfied. . (b) Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 and Article 4 and the provisions of Article 1 pertaining to Article 2 and Article 4) shall no longer be binding upon or applicable to the Company. Corporation. (c) Any funds or obligations deposited with the Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (d) If the Trustee is unable to apply any money or securities in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment judgement of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's Corporation’s obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 until such time as the Trustee is permitted to apply all such money or securities in accordance with this Section 9.5, provided that if the Company Corporation has made any payment in respect of the principal and/or the principal, premium or interest (if any) on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company Corporation shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.

Satisfaction. (a) The Company Trust shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures of any series and the Trustee, at the expense of the CompanyTrust, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable: (i) the Company Trust has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money or Trust Units, if applicable, sufficient to pay, satisfy and discharge the entire amount of the principal of, premium, if any, and interest interest, if any, to maturity, or any repayment date or Redemption Dates, or any Change of Control Purchase Date Date, or upon conversion or otherwise as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures; (ii) the Company Trust has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such Debentures: (A) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of CanadaCanada or Trust Units, if applicable; or (B) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payablepayable or Trust Units, if applicable; as will will, together with the income to accrue thereon and reinvestment thereof, be sufficient to pay and discharge the entire amount of the principal of and accrued and unpaid interest to the Maturity maturity or any repayment date or Redemption Date or any repayment dateChange of Control Purchase Date, as the case may be, of all such Debentures; or (iii) all Debentures Authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (Aiii) the Company Trust has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Biv) the Company Trust has delivered to the Trustee an Officer's Officers' Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Trustee referred to in this Section 9.5 shall be irrevocable, subject to Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal and/or the of and interest (if any) on the Debentures being satisfied. . (b) Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 Articles 2, 4 and Article 4 6 and the provisions of Article 1 pertaining to Article 2 Articles 2, 4 and Article 46) shall no longer be binding upon or applicable to the Company. Trust. (c) Any funds or obligations deposited with the Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (d) If the Trustee is unable to apply any money or securities in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the CompanyTrust's obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 until such time as the Trustee is permitted to apply all such money or securities in accordance with this Section 9.5, provided that if the Company Trust has made any payment in respect of the principal and/or the of or interest (if any) on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company Trust shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.

Satisfaction. (a) The Company Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures and the Trustee, at the expense of the CompanyCorporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding Debentures: (i) the Company Corporation has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money cash or Shares, if applicable, sufficient to pay, satisfy and discharge the entire amount of the principal of, premium, if any, and interest interest, if any, to maturity, or any repayment date or Dates of Conversion, or any Change of Control Purchase Date Date, or upon conversion or otherwise as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures; (ii) the Company Corporation has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such Debentures: (A) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada; or (B) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or Shares, if applicable, as will, together with the government that issued the currency or currency unit in which the Debentures are payable; as will income to accrue thereon and reinvestment thereof, be sufficient to pay and discharge the entire amount of the principal of of, premium, if any, and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; or (iii) all Debentures Authenticated certified and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 2.5 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company Corporation) as provided in Section 9.3) hereunder have been delivered to the Trustee for cancellation; so long as in any such event: (Aiv) the Company Corporation has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Bv) the Company Corporation has delivered to the Trustee an Officer's ’s Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Trustee referred to in this Section 9.5 8.5 shall be irrevocable, subject to Section 9.68.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal and/or the interest (of, premium, if any) , and interest on the Debentures being satisfied. . (b) Upon the satisfaction of the conditions set forth in this Section 9.5 8.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 2, Article 4, Article 6 and Article 4 7 and the provisions of Article 1 pertaining to Article 2 2, Article 4, Article 6 and Article 47) shall no longer be binding upon or applicable to the Company. Corporation. (c) Any funds or obligations deposited with the Trustee pursuant to this Section 9.5 8.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (d) If the Trustee is unable to apply any money or securities in accordance with this Section 9.5 8.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's Corporation’s obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 8.5 until such time as the Trustee is permitted to apply all such money or securities in accordance with this Section 9.58.5, provided that if the Company Corporation has made any payment in respect of the principal and/or the interest (of, premium, if any) , or interest on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company Corporation shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.

Satisfaction. ‌ (a1) The Company Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures of any series and the Trustee, at the expense of the CompanyCorporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable: (ia) the Company Corporation has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money sufficient to pay, satisfy and discharge the entire amount of the principal of, and interest interest, if any, to maturity, or any repayment date or Redemption Dates, or any Change of Control Purchase Date Date, or upon conversion or otherwise as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures; (iib) the Company Corporation has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such Debentures: (Ai) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada; or (Bii) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payable; as will be sufficient to pay and discharge the entire amount of the principal of of, and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; or (iiic) all Debentures Authenticated authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 2.9 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company Corporation as provided in Section 9.38.3) have been delivered to the Trustee for cancellation; so long as in any such event: (Ad) the Company Corporation has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Be) the Company Corporation has delivered to the Trustee an Officer's ’s Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Trustee referred to in this Section 9.5 8.5 shall be irrevocable, subject to Section 9.68.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal and/or the of and interest (if any) on the Debentures being satisfied. . (2) Upon the satisfaction of the conditions set forth in this Section 9.5 8.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 and Article 4 and the provisions of Article 1 pertaining to Article 2 and Article 4) shall no longer be binding upon or applicable to the Company. Corporation. (3) Any funds or obligations deposited with the Trustee pursuant to this Section 9.5 8.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (4) If the Trustee is unable to apply any money or securities in accordance with this Section 9.5 8.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's Corporation’s obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 8.5 until such time as the Trustee is permitted to apply all such money or securities in accordance with this Section 9.58.5, provided that if the Company Corporation has made any payment in respect of the principal and/or the of, or interest (if any) on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company Corporation shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.

Satisfaction. (a1) The Company Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures of any series and the Trustee, at the expense of the CompanyCorporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable: (ia) the Company Corporation has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money sufficient to pay, satisfy and discharge the entire amount of the principal of, premium, if any, and interest interest, if any, to maturity, or any repayment date date, or any Change of Control Purchase Date Date, or upon conversion or otherwise as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures; (iib) the Company Corporation has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such Debentures: (Ai) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada; or (Bii) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payable; as will be sufficient to pay and discharge the entire amount of the principal of of, premium, if any on, and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; or (iiic) all Debentures Authenticated authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 2.11 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company Corporation as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (Ad) the Company Corporation has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Be) the Company Corporation has delivered to the Trustee an Officer's ’s Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Trustee referred to in this Section 9.5 shall be irrevocable, subject to Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal and/or the interest (of, premium, if any) , and interest on the Debentures being satisfied. . (2) Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 and Article 4 and the provisions of Article 1 pertaining to Article 2 and Article 4) shall no longer be binding upon or applicable to the Company. Corporation. (3) Any funds or obligations deposited with the Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (4) If the Trustee is unable to apply any money or securities in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's Corporation’s obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 until such time as the Trustee is permitted to apply all such money or securities in accordance with this Section 9.5, provided that if the Company Corporation has made any payment in respect of the principal and/or the interest (of, premium, if any) , or interest on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company Corporation shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.

Satisfaction. (a) The Company Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures of any series and the Trustee, at the expense of the CompanyCorporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable: (i) the Company Corporation has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money or Common Shares, if applicable, sufficient to pay, satisfy and discharge the entire amount of the principal of, premium, if any, and interest interest, if any, to maturity, or any repayment date or Redemption Dates, or any Change of Control Purchase Date Date, or upon conversion or otherwise as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures; (ii) the Company Corporation has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such Debentures: (A) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of CanadaCanada or Common Shares, if applicable; or (B) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payable; , as will will, together with the income to accrue thereon and reinvestment thereof, be sufficient to pay and discharge the entire amount of the principal of of, premium, if any, and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; or (iii) all Debentures Authenticated authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 2.9 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company Corporation as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (Aiv) the Company Corporation has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Bv) the Company Corporation has delivered to the Trustee an Officer's Officers’ Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Trustee referred to in this Section 9.5 shall be irrevocable, subject to Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal and/or the interest (of, premium, if any) , and interest on the Debentures being satisfied. . (b) Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 and Article 4 and the provisions of Article 1 pertaining to Article 2 and Article 4) shall no longer be binding upon or applicable to the Company. Corporation. (c) Any funds or obligations deposited with the Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (d) If the Trustee is unable to apply any money or securities in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's Corporation’s obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 until such time as the Trustee is permitted to apply all such money or securities in accordance with this Section 9.5, provided that if the Company Corporation has made any payment in respect of the principal and/or the interest (of, premium, if any) , or interest on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company Corporation shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.

Satisfaction. (a1) The Company Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures of any series and the Trustee, at the expense of the CompanyCorporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable: (ia) the Company Corporation has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money sufficient to pay, satisfy and discharge the entire amount of principal of, premium, if any, and interest, if any, (less any Tax which the principal and interest Corporation is required by law to deduct or withhold from such payments) to maturity, or any repayment date date, or any Change of Control Purchase Date Date, or upon conversion or otherwise as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures; (iib) the Company Corporation has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such Debentures: (A) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada; or (B) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payable; , as will be sufficient to pay and discharge the entire amount of the principal of of, premium, if any on, and accrued and unpaid interest interest, (less any Tax which the Corporation is required by law to the Maturity Date deduct or withhold from such payment) to maturity or any repayment date, as the case may be, of all such Debentures; or (iiic) all Debentures Authenticated authenticated and delivered (other than (Ai) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 2.11 and (Bii) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company Corporation as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (Ad) the Company Corporation has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Be) the Company Corporation has delivered to the Trustee an Officer's Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Trustee referred to in this Section 9.5 shall be irrevocable, subject to Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal and/or the of, premium, if any, and interest (if anyless any Tax which the Corporation is required by law to deduct or withhold from such payments) on the Debentures being satisfied. . (2) Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 and Article 4 and the provisions of Article 1 pertaining to Article 2 and Article 4) shall no longer be binding upon or applicable to the Company. Corporation. (3) Any funds or obligations deposited with the Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (4) If the Trustee is unable to apply any money or securities in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the CompanyCorporation's obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 until such time as the Trustee is permitted to apply all such money or securities in accordance with this Section 9.5, provided that if the Company Corporation has made any payment in respect of the principal and/or the of, premium, if any, or interest (if anyless any Tax which the Corporation is required by law to deduct or withhold from such payment) on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company Corporation shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.

Satisfaction. (a) The Company Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures of any series and the Trustee, at the expense of the CompanyCorporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable: (i) the Company Corporation has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money (or other property) or Common Shares, if applicable, sufficient to pay, satisfy and discharge the entire amount of the principal of, premium, if any, and interest interest, if any, to maturity, or any repayment date or Redemption Dates, or any Change of Control Purchase Date Date, or upon conversion or otherwise as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such DebenturesDebentures (including the maximum amount that may be payable on conversion following a Change of Control calculated on the basis of the Change of Control Conversion Price); (ii) the Company Corporation has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such Debentures: (A) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of CanadaCanada or Common Shares, if applicable; or (B) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payablepayable or Common Shares, if applicable; as will will, together with the income to accrue thereon and reinvestment thereof, be sufficient to pay and discharge the entire amount of principal of, premium, if any (including the principal maximum amount that may be payable on conversion following a Change of Control calculated on the basis of the Change of Control Conversion Price) on, and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; or (iii) all Debentures Authenticated authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 2.10 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company Corporation as provided in Section 9.3hereunder) have been delivered to the Trustee for cancellation; so long as in any such event: (Aiv) the Company Corporation has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable or which may be payable (including the maximum amount that may be payable on conversion following a Change of Control calculated on the basis of the Change of Control Conversion Price) with respect to all of such Debentures (together with all applicable fees and expenses of the Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Bv) the Company Corporation has delivered to the Trustee an Officer's Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Trustee referred to in this Section 9.5 shall be irrevocable, subject to Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal and/or the interest (of, premium, if any) , and interest on the Debentures being satisfied. . (b) Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 and Article 4 and the provisions of Article 1 pertaining to Article 2 and Article 4) shall no longer be binding upon or applicable to the Company. Corporation. (c) Any funds or obligations deposited with the Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (d) If the Trustee is unable to apply any money or securities in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the CompanyCorporation's obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 until such time as the Trustee is permitted to apply all such money or securities in accordance with this Section 9.5, provided that if the Company Corporation has made any payment in respect of the principal and/or the interest (of, premium, if any) , or interest on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company Corporation shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.

Satisfaction. (a1) The Company shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures of any series and the Trustee, at the expense of the Company, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable: (ia) the Company has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money sufficient to pay, satisfy and discharge the entire amount of the principal of, and interest interest, if any, to maturity, or any repayment date or any Change of Control Purchase Date Redemption Dates, or upon conversion or otherwise as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures; (iib) the Company has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such Debentures: (Ai) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada; or (Bii) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payable; as will be sufficient to pay and discharge the entire amount of the principal of of, and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; or (iiic) all Debentures Authenticated authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 2.8 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (Ad) the Company has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Be) the Company has delivered to the Trustee an Officer's ’s Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Trustee referred to in this Section 9.5 shall be irrevocable, subject to Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal and/or the of and interest (if any) on the Debentures being satisfied. . (2) Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 and Article 4 and the provisions of Article 1 pertaining to Article 2 and Article 4) shall no longer be binding upon or applicable to the Company. Any funds or obligations deposited with the Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. If the Trustee is unable to apply any money in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money had been deposited pursuant to this Section 9.5 until such time as the Trustee is permitted to apply all such money in accordance with this Section 9.5, provided that if the Company has made any payment in respect of the principal and/or the interest (if any) on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.and

Satisfaction. (a) The Company Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures of any series and the Trustee, at the expense of the CompanyCorporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable: (i) the Company Corporation has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money or Common Shares, if applicable, sufficient to pay, satisfy and discharge the entire amount of the principal of, premium, if any, and interest interest, if any, to maturity, or any repayment date or Redemption Date, or any Change of Control Purchase Date Date, or upon conversion or otherwise as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such DebenturesDebentures (including the maximum number of Common Shares that may be issuable as Make Whole Premium Shares); (ii) the Company Corporation has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such Debentures: (A) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of CanadaCanada or Common Shares, if applicable; or (B) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payablepayable or Common Shares, if applicable; as will be sufficient to pay and discharge the entire amount of principal of, premium, if any (including the principal of maximum amount that may be payable as a Make Whole Premium) on, and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; or (iii) all Debentures Authenticated authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 2.9 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company Corporation as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (Aiv) the Company Corporation has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable or which may be payable (including the maximum number of Common Shares that may be issuable as Make Whole Premium Shares) with respect to all of such Debentures (together with all applicable fees and expenses of the Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Bv) the Company Corporation has delivered to the Trustee an Officer's Officers' Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Trustee referred to in this Section 9.5 shall be irrevocable, subject to Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal and/or the interest (of, premium, if any) , and interest on the Debentures being satisfied. . (b) Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 2, Article 4 and Article 4 6 and the provisions of Article 1 pertaining to Article 2 2, Article 4 and Article 46) shall no longer be binding upon or applicable to the Company. Corporation. (c) Any funds or obligations deposited with the Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (d) If the Trustee is unable to apply any money or securities in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the CompanyCorporation's obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 until such time as the Trustee is permitted to apply all such money or securities in accordance with this Section 9.5, provided that if the Company Corporation has made any payment in respect of the principal and/or the interest (of, premium, if any) , or interest on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company Corporation shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.

Satisfaction. (a) The Company Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures of any series and the Trustee, at the expense of the CompanyCorporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable: (i) the Company Corporation has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money sufficient to pay, satisfy and discharge the entire amount of the principal of, premium, if any, and interest interest, if any, to maturity, or any repayment date or any Change of Control Purchase Date or otherwise as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures; (ii) the Company Corporation has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such Debentures: (A) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada; or (B) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payable; , as will will, together with the income to accrue thereon and reinvestment thereof, be sufficient to pay and discharge the entire amount of the principal of of, premium, if any, and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; or (iii) all Debentures Authenticated authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 2.9 and (B) Debentures for whose which payment has been deposited in trust and thereafter repaid to the Company Corporation as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (Aiv) the Company Corporation has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Bv) the Company Corporation has delivered to the Trustee an Officer's Officers’ Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Trustee referred to in this Section 9.5 shall be irrevocable, subject to Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal and/or the interest (of, premium, if any) , and interest on the Debentures being satisfied. . (b) Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 and Article 4 and the provisions of Article 1 pertaining to Article 2 and Article 4) shall no longer be binding upon or applicable to the Company. Corporation. (c) Any funds or obligations deposited with the Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (d) If the Trustee is unable to apply any money or securities in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's Corporation’s obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 until such time as the Trustee is permitted to apply all such money or securities in accordance with this Section 9.5, provided that if the Company Corporation has made any payment in respect of the principal and/or the interest (of, premium, if any) , or interest on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company Corporation shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.

Satisfaction. (a) The Company Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures of any series and the Trustee, at the expense of the CompanyCorporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable: (i) the Company Corporation has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money or Common Shares, if applicable, sufficient to pay, satisfy and discharge the entire amount of the principal of, premium, if any, and interest interest, if any, to maturity, or any repayment date or Redemption Dates, or any Change of Control Purchase Date Date, or upon conversion or otherwise as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures; (ii) the Company Corporation has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such Debentures: (A) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of CanadaCanada or Common Shares, if applicable; or (B) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payablepayable or Common Shares, if applicable; as will will, together with the income to accrue thereon and reinvestment thereof, be sufficient to pay and discharge the entire amount of the principal of of, premium, if any on, and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; or (iii) all Debentures Authenticated authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 2.10 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company Corporation as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (Aiv) the Company Corporation has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Bv) the Company Corporation has delivered to the Trustee an Officer's Officers' Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Trustee referred to in this Section 9.5 shall be irrevocable, subject to Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal and/or the interest (of, premium, if any) , and interest on the Debentures being satisfied. . (b) Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 and Article 4 and the provisions of Article 1 pertaining to Article 2 and Article 4) shall no longer be binding upon or applicable to the Company. Corporation. (c) Any funds or obligations deposited with the Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (d) If the Trustee is unable to apply any money or securities in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the CompanyCorporation's obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 until such time as the Trustee is permitted to apply all such money or securities in accordance with this Section 9.5, provided that if the Company Corporation has made any payment in respect of the principal and/or the interest (of, premium, if any) , or interest on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company Corporation shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.

Satisfaction. ‌ (a) The Company Friday Night shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures and the Debenture Trustee, at the expense of the CompanyFriday Night, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding Debentures: (i) the Company Friday Night has deposited or caused to be deposited with the Debenture Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money sufficient to pay, satisfy and discharge the entire amount of the principal principal, premium, if any, and interest interest, if any, to maturity, maturity or any repayment or purchase date or any Change of Control Purchase Date or otherwise redemption dates, as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures;; or (ii) the Company Friday Night has deposited or caused to be deposited with the Debenture Trustee as trust property in trust for the purpose of making payment on such Debentures: (A) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada; or (B) if , as will, together with the Debentures are issued in a currency or currency unit other than Canadian dollarsincome to accrue thereon and reinvestment thereof, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payable; as will be sufficient to pay and discharge the entire amount of the principal of and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; orand in either event: (iii) all Debentures Authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (A) the Company Friday Night has paid, caused to be paid or made provisions to the satisfaction of the Debenture Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Debenture Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Biv) the Company Friday Night has delivered to the Debenture Trustee an Officer's Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Debenture Trustee referred to in this Section 9.5 7.5 shall be irrevocable, subject to Section 9.67.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Debenture Trustee and which provides for the due and punctual payment of the principal and/or the of, and interest (and premium, if any) , on the Debentures being satisfied. . (b) Upon the satisfaction of the conditions set forth in this Section 9.5 7.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 2, Article 3, Article 4, Article 7 and Article 4 Section 6.4 and the provisions of Article 1 pertaining to Article 2 and Article 4the foregoing provisions) shall no longer be binding upon or applicable to the Company. Friday Night. (c) Any funds or obligations deposited with the Debenture Trustee pursuant to this Section 9.5 7.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (d) If the Debenture Trustee is unable to apply any money or securities in accordance with this Section 9.5 7.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the CompanyFriday Night's obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 7.5 until such time as the Debenture Trustee is permitted to apply all such money or securities in accordance with this Section 9.57.5, provided that if the Company Friday Night has made any payment in respect of the principal and/or the principal, premium or interest (if any) on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company Friday Night shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Debenture Trustee.

Satisfaction. (a) 9.5.1 The Company Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures of any series (the “Defeasance Option”) and the Trustee, at the expense of the CompanyCorporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable: (ia) the Company Corporation has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money sufficient to pay, satisfy and discharge the entire amount of the principal of, premium (if any) and interest interest, if any, to maturity, or any repayment date date, or any Change of Control Purchase Date Date, or upon conversion or otherwise as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures; (iib) the Company Corporation has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such Debentures: (Ai) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada; or (Bii) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payable; as will be sufficient to pay and discharge the entire amount of the principal of of, premium (if any) and accrued and unpaid interest to the Maturity Date maturity or any repayment date, and premium, if any, as the case may be, of all such Debentures; or (iiic) all Debentures Authenticated authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company Corporation as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (Ad) the Company Corporation has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees remuneration and expenses of the Trustee in connection with the payment of such Debentures and to carry out its duties under this IndentureIndenture in respect of the Debentures), and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of the Debentures; (B) the Company has delivered to the Trustee an Officer's Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (Ce) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company Corporation of the defeasance Defeasance Option and that such holders Holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option Defeasance Option had not been exercised in respect of such Debentures; (f) the Corporation shall have delivered to the Trustee an Officers' Certificate stating that the deposit referred to in this Section 9.5 was not made by the Corporation with the intent of preferring the Debentureholders over the other creditors of the Corporation or with the intent of defeating, hindering, delaying or defrauding creditors of the Corporation or others; (g) no Event of Default shall have occurred and be continuing on the date of the deposit referred to in this Section 9.5; (h) such release does not result in a breach or violation of, or constitute a default under, any material agreement or instrument to which the Corporation is a party or by which the Corporation is bound; and (i) the Corporation has delivered to the Trustee an Officer’s Certificate and an opinion of Counsel stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with. Any deposits with the Trustee referred to in this Section 9.5 8.5 shall be irrevocable, subject to Section 9.68.6, and shall be made in accordance with the terms of this Indenture or otherwise under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal and/or the interest of, premium (if any) and interest on the Debentures being satisfied. . 9.5.2 Upon the satisfaction of the conditions set forth in this Section 9.5 8.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 and Article 4 and the provisions of Article 1 pertaining to Article 2 and Article 4) shall no longer be binding upon or applicable to the Company. Corporation. 9.5.3 Any funds or obligations deposited with the Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . 9.5.4 If the Trustee is unable to apply any money or securities in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money had been deposited pursuant to this Section 9.5 until such time as the Trustee is permitted to apply all such money in accordance with this Section 9.5, provided that if the Company has made any payment in respect of the principal and/or the interest (if any) on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.Section

Satisfaction. (a1) The Company Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures of any series and the Trustee, at the expense of the CompanyCorporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable: (ia) the Company Corporation has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money sufficient to pay, satisfy and discharge the entire amount of the principal of, premium, if any, and interest interest, if any, to maturity, or any repayment date date, or any Change of Control Purchase Date Date, or upon conversion or otherwise as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures; (iib) the Company Corporation has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such Debentures: (Ai) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canadathe United States; or (Bii) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payable; as will be sufficient to pay and discharge the entire amount of the principal of of, premium, if any on, and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; or (iiic) all Debentures Authenticated authenticated and delivered (other than (Ai) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 2.11 and (Bii) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company Corporation as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (Ad) the Company Corporation has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Be) the Company Corporation has delivered to the Trustee an Officer's ’s Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Trustee referred to in this Section 9.5 shall be irrevocable, subject to Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal and/or the interest (of, premium, if any) , and interest on the Debentures being satisfied. . (2) Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 and Article 4 and the provisions of Article 1 pertaining to Article 2 and Article 4) shall no longer be binding upon or applicable to the Company. Corporation. (3) Any funds or obligations deposited with the Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (4) If the Trustee is unable to apply any money or securities in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's Corporation’s obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 until such time as the Trustee is permitted to apply all such money or securities in accordance with this Section 9.5, provided that if the Company Corporation has made any payment in respect of the principal and/or the interest (of, premium, if any) , or interest on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company Corporation shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.

Satisfaction. (a) The Company Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures of any series and the Trustee, at the expense of the CompanyCorporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable: (i) the Company Corporation has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money or Common Shares, if applicable, sufficient to pay, satisfy and discharge the entire amount of the principal of, premium, if any, and interest interest, if any, to maturity, or any repayment date or Redemption Dates, or any Change of Control Purchase Date Date, or upon conversion or otherwise as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures; (ii) the Company Corporation has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such Debentures: (A) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of CanadaCanada or Common Shares, if applicable; or (B) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payable; , as will will, together with the income to accrue thereon and reinvestment thereof, be sufficient to pay and discharge the entire amount of the principal of of, premium, if any, and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; or (iii) all Debentures Authenticated authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 2.9 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company Corporation as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (Aiv) the Company Corporation has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Bv) the Company Corporation has delivered to the Trustee an Officer's Officers' Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Trustee referred to in this Section 9.5 shall be irrevocable, subject to Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal and/or the interest (of, premium, if any) , and interest on the Debentures being satisfied. . (b) Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 and Article 4 and the provisions of Article 1 pertaining to Article 2 and Article 4) shall no longer be binding upon or applicable to the Company. Corporation. (c) Any funds or obligations deposited with the Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (d) If the Trustee is unable to apply any money or securities in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the CompanyCorporation's obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 until such time as the Trustee is permitted to apply all such money or securities in accordance with this Section 9.5, provided that if the Company Corporation has made any payment in respect of the principal and/or the interest (of, premium, if any) , or interest on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company Corporation shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.

Satisfaction. (a1) The Company Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures of any series and the Trustee, at the expense of the CompanyCorporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable: (ia) the Company Corporation has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money sufficient to pay, satisfy and discharge the entire amount of the principal of, and interest interest, if any, to maturity, or any repayment date or Redemption Dates, or any Change of Control Purchase Date Date, or otherwise as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures; (iib) the Company Corporation has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such Debentures: (Ai) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada; or (Bii) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payable; as will be sufficient to pay and discharge the entire amount of the principal of of, and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; or (iiic) all Debentures Authenticated authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 2.11 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company Corporation as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (Ad) the Company Corporation has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Be) the Company Corporation has delivered to the Trustee an Officer's ’s Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Trustee referred to in this Section 9.5 shall be irrevocable, subject to Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal and/or the of and interest (if any) on the Debentures being satisfied. . (2) Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 and Article 4 and the provisions of Article 1 pertaining to Article 2 and Article 4) shall no longer be binding upon or applicable to the Company. Any funds or obligations deposited with the Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. If the Trustee is unable to apply any money in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money had been deposited pursuant to this Section 9.5 until such time as the Trustee is permitted to apply all such money in accordance with this Section 9.5, provided that if the Company has made any payment in respect of the principal and/or the interest (if any) on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.Article

Satisfaction. (a1) The Company Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures of any series and the Trustee, at the expense of the CompanyCorporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable: (ia) the Company Corporation has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money money, property or securities (as the case may be) sufficient to pay, satisfy and discharge the entire amount of the principal and of, premium, if any, interest thereon (subject to Section 8.8), if any, to maturity, or any repayment date date, or any Change of Control Purchase Date upon conversion or otherwise as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures; (iib) the Company Corporation has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such Debentures: (Ai) if the Debentures are issued in Canadian dollarsDollars, such amount in Canadian dollars Dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canadathe United States; or (Bii) if the Debentures are issued in a currency or currency unit other than Canadian dollarsDollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada the United States or the government that issued the currency or currency unit in which the Debentures are payable; as will be sufficient to pay and discharge the entire amount of the principal of of, premium, if any on, and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; or (iiic) all Debentures Authenticated certified or authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 2.9 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company Corporation as provided in Section 9.310.3) have been delivered to the Trustee for cancellation; so long as in any such event: (Ad) the Company Corporation has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Be) the Company Corporation has delivered to the Trustee an Officer's ’s Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Trustee referred to in this Section 9.5 10.5 shall be irrevocable, subject to Section 9.610.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal and/or the interest (of, premium, if any) , and interest on the Debentures being satisfied. . (2) Upon the satisfaction of the conditions set forth in this Section 9.5 10.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 and Article 4 5 and the provisions of Article 1 pertaining to Article 2 and Article 45) shall no longer be binding upon or applicable to the Company. Corporation. (3) Any funds or obligations deposited with the Trustee pursuant to this Section 9.5 10.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (4) If the Trustee is unable to apply any money monies or securities in accordance with this Section 9.5 10.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's Corporation’s obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 10.5 until such time as the Trustee is permitted to apply all such money or securities in accordance with this Section 9.510.5, provided that if the Company Corporation has made any payment in respect of the principal and/or the interest (of, premium, if any) , or interest on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company Corporation shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.

Satisfaction. (a) The Company Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures and the Indenture Trustee, at the expense of the CompanyCorporation, and the Indenture Trustee shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such the Debentures, when, with respect to all of the outstanding Debentures, either: (i) the Company Corporation has deposited or caused to be deposited with the Indenture Trustee as trust funds or property in trust for the purpose of making payment on such the Debentures, an amount in money sufficient to pay, satisfy and discharge the entire amount of the principal principal, premium, if any, and interest interest, if any, to maturity, maturity or any repayment date or any Change of Control Purchase Date or otherwise date, as the case may be, of the outstanding Debentures, for the payment of all remuneration and expenses of the Indenture Trustee to carry out its duties under this Indenture in respect of the Debentures, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such the Debentures;; or (ii) the Company Corporation has deposited or caused to be deposited with the Indenture Trustee as trust property in trust for the purpose of making payment on such the Debentures: (A) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada; or (B) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payable; as will will, together with the income to accrue thereon, be sufficient to pay and discharge the entire amount of the principal of and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such the outstanding Debentures; orand in either event: (iii) all Debentures Authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (A) the Company Corporation has paid, caused to be paid or made provisions to the satisfaction of the Indenture Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable fees and expenses of the Trustee in connection with the payment of such Debentures and its duties under this Indenture);outstanding Debentures; and (Biv) the Company Corporation has delivered to the Indenture Trustee an Officer's Officers’ Certificate and an opinion of Counsel stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such the outstanding Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Indenture Trustee referred to in this Section 9.5 8.5 shall be irrevocable, subject to Section 9.68.6, and shall be made under the terms of an escrow and/or or trust agreement in form and substance satisfactory to the Indenture Trustee and which provides for the due and punctual payment of the principal and/or the of, and interest (and premium, if any) , on the Debentures being satisfied. . (b) Upon the satisfaction of the conditions set forth in this Section 9.5 8.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 2, Article 3, Article 4, Article 5 and Article 4 8 and the provisions of Article 1 pertaining to Article 2 2, Article 3, Article 4, Article 5 and Article 4) 8 shall no longer be binding upon or applicable to the Company. Corporation. (c) Any funds or obligations deposited with the Indenture Trustee pursuant to this Section 9.5 8.5 shall be denominated in the currency or of denomination of the Debentures in respect of which such deposit is made. If the Trustee is unable to apply any money in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money had been deposited pursuant to this Section 9.5 until such time as the Trustee is permitted to apply all such money in accordance with this Section 9.5, provided that if the Company has made any payment in respect of the principal and/or the interest (if any) on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.

Satisfaction. (a) The Company Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures of any series and the Debenture Trustee, at the expense of the CompanyCorporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable, either: (i) the Company Corporation has deposited or caused to be deposited with the Debenture Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money or Common Shares, if applicable, sufficient to pay, satisfy and discharge the entire amount of the principal principal, premium, if any, and interest interest, if any, to maturity, maturity or any repayment date or Redemption Dates, or any Change of Control Purchase Date Date, or upon conversion or otherwise as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such Debentures;Debentures (including the maximum amount that may be payable as a Make Whole Premium); or (ii) the Company Corporation has deposited or caused to be deposited with the Debenture Trustee as trust property in trust for the purpose of making payment on such Debentures: (A) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of CanadaCanada or Common Shares, if applicable; or (B) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payablepayable or Common Shares, if applicable; as will will, together with the income to accrue thereon and reinvestment thereof, be sufficient to pay and discharge the entire amount of principal of, premium, if any (including the principal of maximum amount that may be payable as a Make Whole Premium) on, and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; orand in either event: (iii) all Debentures Authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such event: (A) the Company Corporation has paid, caused to be paid or made provisions to the satisfaction of the Debenture Trustee for the payment of all other sums payable or which (including the maximum amount that may be payable as a Make Whole Premium) with respect to all of such Debentures (together with all applicable fees and expenses of the Debenture Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Biv) the Company Corporation has delivered to the Debenture Trustee an Officer's ’s Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any deposits with the Debenture Trustee referred to in this Section 9.5 shall be irrevocable, subject to Sections 9.3 and Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Debenture Trustee and which provides for the due and punctual payment of the principal and/or the of, and interest (and premium, if any) , on the Debentures being satisfied. . (b) Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Trust Indenture (other than those contained in Article 2 2, Article 4, Article 6, Section 8.5 and Article 4 Section 14.15 and the provisions of Article 1 pertaining to Article 2 and 2, Article 4, Article 6, Section 8.5 and Section 14.15) shall no longer be binding upon or applicable to the Company. Corporation. (c) Any funds or obligations deposited with the Debenture Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (d) If the Debenture Trustee is unable to apply any money or securities in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's Corporation’s obligations under this Trust Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 until such time as the Debenture Trustee is permitted to apply all such money or securities in accordance with this Section 9.5, provided that if the Company Corporation has made any payment in respect of the principal and/or the principal, premium or interest (if any) on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company Corporation shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Debenture Trustee.

Satisfaction. (a) The Company Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures of any series and the Trustee, at the expense of the CompanyCorporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding DebenturesDebentures or all of the outstanding Debentures of any series, as applicable: (i) the Company Corporation has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money or Common Shares, if applicable, sufficient to pay, satisfy and discharge the entire amount of the principal of, premium, if any, and interest interest, if any, to maturity, or any repayment date or Redemption Dates, or any Change of Control Purchase Date Date, or upon conversion or otherwise as the case may be, and payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such DebenturesDebentures (including the maximum amount that may be payable as a Make Whole Premium); (ii) the Company Corporation has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such Debentures: (A) if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of CanadaCanada or Common Shares, if applicable; or (B) if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payablepayable or Common Shares, if applicable; as will will, together with the income to accrue thereon and reinvestment thereof, be sufficient to pay and discharge the entire amount of principal of, premium, if any (including the principal of maximum amount that may be payable as a Make Whole Premium) on, and accrued and unpaid interest to the Maturity Date maturity or any repayment date, as the case may be, of all such Debentures; or (iii) all Debentures Authenticated authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 2.9 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company Corporation as provided in Section 9.3hereunder) have been delivered to the Trustee for cancellation; ; (iv) so long as in any such event: (Av) the Company Corporation has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable or which may be payable (including the maximum amount that may be payable as a Make Whole Premium) with respect to all of such Debentures (together with all applicable fees and expenses of the Trustee in connection with the payment of such Debentures and its duties under this IndentureDebentures);; and (Bvi) the Company Corporation has delivered to the Trustee an Officer's Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and (C) the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Company of the defeasance and that such holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures. Any Article 16Any deposits with the Trustee referred to in this Section 9.5 shall be irrevocable, subject to Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal and/or the interest (of, premium, if any) , and interest on the Debentures being satisfied. . (b) Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 ARTICLE II and Article 4 ARTICLE IV and the provisions of Article 1 ARTICLE I pertaining to Article 2 ARTICLE II and Article 4ARTICLE IV) shall no longer be binding upon or applicable to the Company. Corporation. (c) Any funds or obligations deposited with the Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made. . (d) If the Trustee is unable to apply any money or securities in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the CompanyCorporation's obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 until such time as the Trustee is permitted to apply all such money or securities in accordance with this Section 9.5, provided that if the Company Corporation has made any payment in respect of the principal and/or the interest (of, premium, if any) , or interest on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Company Corporation shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.