Common use of Trust Unit Interest Payment Election Clause in Contracts

Trust Unit Interest Payment Election. (a) Provided that no Event of Default has occurred and is continuing and that all applicable regulatory approvals have been obtained (including any required approval of any stock exchange on which the Debentures or Trust Units are then listed), the Trust shall have the right at any time and, from time to time, to make a Trust Unit Interest Payment Election in respect of any Interest Obligation in whole or in part by delivering a Trust Unit Interest Payment Election Notice to the agent with a copy to the Trustee no later than the earlier of: (i) the date required by applicable law or the rules of any stock exchange on which the Debentures or Trust Units are then listed, and (ii) the day which is 15 Business Days prior to the Interest Payment Date to which the Trust Unit Interest Payment Election relates. (b) Upon receipt of a Trust Unit Interest Payment Election Notice, an agent of the Trust shall, in accordance with this Article 11 and such Trust Unit Interest Payment Election Notice, deliver Trust Unit Bid Requests to the investment banks, brokers or dealers identified by the Trust or the Manager or any of its Affiliates, in its absolute discretion, in the Trust Unit Interest Payment Election Notice. Alternatively, the Trustee may agree to the Trust establishing an account or accounts with an investment bank, broker or dealer identified by the Trust, in its absolute discretion, in the Trust Unit Interest Payment Election Notice for the purpose of such investment bank, broker or dealer selling Freely Tradeable Trust Units on behalf of the Trust in accordance with the terms hereof (which investment bank, broker or dealer shall notify the Trust and the Trustee as such Trust Units are sold and the settlement rules prescribed by securities regulatory policies shall apply in respect of the payment for such Trust Units). The agent shall send copies of the monthly statements and transaction slips in respect of all sales of Trust Units to the Trust (with a duplicate copy to the Trustee, or as it may otherwise in writing direct), as soon as reasonably practicable after preparation thereof). All fees payable in respect of such accounts shall be paid by the Trust; provided, however, that it shall be a condition precedent to the Trust establishing such an account with one or more investment banks, brokers or dealers that all necessary legal, regulatory and other requirements have been satisfied by the Trust, if applicable, and the Trust shall assume, to the maximum extent permitted herein and at law, all responsibility for administering such account(s). In connection with the Trust Unit Interest Payment Election, the agent of the Trust shall have the power to: (i) accept delivery of the Trust Units from the Trust and process the Trust Units in accordance with the Trust Unit Interest Payment Election Notice, (ii) accept bids with respect to, and consummate sales of, such Trust Units, each as the Trust shall direct in its absolute discretion through the investment banks, brokers or dealers identified by the Trust in the Trust Unit Interest Payment Election Notice, (iii) invest the proceeds of such sales on the direction of the Trust in Government Obligations which mature prior to an applicable Interest Payment Date and use such proceeds to pay the Interest Obligation in respect of which the Trust Unit Interest Payment Election was made and (iv) perform any other action necessarily incidental thereto as directed by the Trust in its absolute discretion. The Trust Unit Interest Payment Election Notice shall direct the agent to solicit and accept only, and each Trust Unit Bid Request shall provide that the acceptance of any bid is conditional on the acceptance of, sufficient bids to result in aggregate proceeds from such issue and sale of Trust Units which, together with the cash payments by the Trust, if any, equal the Interest Obligation on the Trust Unit Delivery Date. (c) The Trust Unit Interest Payment Election Notice shall provide confirmation from the Trust that all applicable regulatory approvals have been obtained and shall also provide for, and all bids shall be subject to, the right of the Trust, by delivering written notice to the agent with a copy to the Trustee at any time prior to the consummation of such delivery and sale of the Trust Units on the Trust Unit Delivery Date, to withdraw the Trust Unit Interest Payment Election (which shall have the effect of withdrawing each related Trust Unit Bid Request), whereupon the Trust shall be obliged to pay in cash the Interest Obligation in respect of which the Trust Unit Interest Payment Election Notice has been delivered. (d) Any sale of Trust Units pursuant to this Article 11 may be made to one or more Persons whose bids are solicited. (e) The amount receivable by a Debentureholder in respect of the Interest Obligation or the entitlement thereto will not be affected by whether or not the Trust elects to satisfy the Interest Obligation pursuant to a Trust Unit Interest Payment Election. (f) The agent shall inform the Trust promptly following receipt of any bid or bids for Trust Units solicited pursuant to the Trust Unit Bid Requests. The agent shall accept such bid or bids as the Trust, in its absolute discretion, shall direct by Written Direction of the Trust, provided that the aggregate proceeds of all sales of Trust Units resulting from the acceptance of such bids, together with the amount of any cash payment by the Trust, on the Trust Unit Delivery Date, must be equal to the related Trust Unit Interest Payment Election Amount in connection with any bids so accepted, the Trust, the agent (if required by the Trust in its absolute discretion) and the applicable bidders shall, not later than the Trust Unit Delivery Date, enter into Trust Unit Purchase Agreements and shall comply with all Applicable Securities Legislation, including the securities rules and regulations of any stock exchange on which the Debentures or Trust Units are then listed. The Trust shall pay all fees and expenses in connection with the Trust Unit Purchase Agreements including the fees and commissions charged by the investment banks, brokers and dealers and the fees of the agent. (g) Provided that (i) all conditions specified in each Trust Unit Purchase Agreement to the closing of all sales thereunder have been satisfied, other than the delivery of the Trust Units to be sold thereunder against payment of the purchase price thereof, and (ii) the purchasers under each Trust Unit Purchase Agreement shall be ready, willing and able to perform thereunder, in each case on the Trust Unit Delivery Date, the Trust shall, on the Trust Unit Delivery Date, deliver to the agent the Trust Units to be sold on such date, an amount in cash equal to the value of any fractional Trust Units and an Officer's Certificate to the effect that all conditions precedent to such sales, including those set forth in this Indenture and in each Trust Unit Purchase Agreement, have been satisfied. Upon such deliveries, the agent shall consummate such sales on such Trust Unit Delivery Date by the delivery of the Trust Units to such purchasers against payment to the Trustee in immediately available funds of the purchase price therefor in an aggregate amount equal to the Trust Unit Interest Payment Election Amount (less any amount attributable to any fractional Trust Units), whereupon the sole right of a Debentureholder to receive such Debentureholder's portion of the Trust Unit Interest Payment Election Amount will be to receive same from the agent out of the proceeds of such sales of Trust Units plus any amount received by the agent from the Trust attributable to any fractional Trust Units in full satisfaction of the Interest Obligation and the Debentureholder will have no further recourse to the Trust in respect of the Interest Obligation. (h) The agent shall, on the Trust Unit Delivery Date, use the sale proceeds of the Trust Units (together with any cash received from the Trust) to purchase, on the direction of the Trust in writing, Government Obligations which mature prior to the applicable Interest Payment Date and which the agent is required to hold until maturity (the "TRUST UNIT PROCEEDS INVESTMENT") and shall, on such date, deposit the balance, if any, of such sale proceeds in the Property Account for such Debentures. The agent shall hold such Trust Unit Proceeds Investment (but not income earned thereon) under its exclusive control in an irrevocable trust for the benefit of the Debentureholders. At least one Business Day prior to the Interest Payment Date, the agent shall deposit amounts from the proceeds of the Trust Unit Proceeds Investment in the Property Account to bring the balance of the Property Account to the Trust Unit Interest Payment Election Amount. On the Interest Payment Date, the agent shall pay the funds held in the Property Account to the Debentureholders of record of the Debentures on the record date of such Interest Payment Date (less any tax required to be withheld, if any) and, provided that there is no Event of Default, shall remit amounts, if any, in respect of income earned on the Trust Unit Proceeds Investment or otherwise in excess of the Trust Unit Interest Payment Election Amount to the Trust, (i) Neither the making of a Trust Unit Payment Election nor the consummation of sales of Trust Units on a Trust Unit Delivery Date shall (i) result in the Debentureholders not being entitled to receive on the applicable Interest Payment Date cash in an aggregate amount equal to the Interest Obligation payable on such date or (ii) entitle such Debentureholders to receive any Trust Units in satisfaction of such Interest Obligation. (j) No fractional Trust Units will be issued in satisfaction of interest but in lieu thereof the Trust will satisfy such fractional interest by a cash payment equal to the Current Market Price of such fractional interest (less any tax required to be withheld, if any).

Trust Unit Interest Payment Election. (a) Provided that no Event of Default has occurred and the Trust is continuing not in default under this Indenture and that all applicable regulatory approvals have been obtained (including any required approval of any stock exchange on which the Debentures or Trust Units are then listed), the Trust shall have the right at any time andright, from time to time, to make a Trust Unit Interest Payment Election in respect of any Interest Obligation in whole or in part by delivering a Trust Unit Interest Payment Election Notice to the agent with a copy to the Debenture Trustee no later than the earlier of: (i) the date required by applicable law or the rules of any stock exchange on which the Debentures or Trust Units are then listed, and (ii) the day which is 15 Business Days prior to the Interest Payment Date to which the Trust Unit Interest Payment Election relates. (b) Upon receipt of a Trust Unit Interest Payment Election Notice, an agent of the Trust Debenture Trustee shall, in accordance with this Article 11 10 and such Trust Unit Interest Payment Election Notice, deliver Trust Unit Bid Requests to the investment banks, brokers or dealers identified by the Trust or the Manager or any of its AffiliatesTrust, in its absolute discretion, in the Trust Unit Interest Payment Election Notice. Alternatively, the Trustee may agree to the Trust establishing an account or accounts with an investment bank, broker or dealer identified by the Trust, in its absolute discretion, in the Trust Unit Interest Payment Election Notice for the purpose of such investment bank, broker or dealer selling Freely Tradeable Trust Units on behalf of the Trust in accordance with the terms hereof (which investment bank, broker or dealer shall notify the Trust and the Trustee as such Trust Units are sold and the settlement rules prescribed by securities regulatory policies shall apply in respect of the payment for such Trust Units). The agent shall send copies of the monthly statements and transaction slips in respect of all sales of Trust Units to the Trust (with a duplicate copy to the Trustee, or as it may otherwise in writing direct), as soon as reasonably practicable after preparation thereof). All fees payable in respect of such accounts shall be paid by the Trust; provided, however, that it shall be a condition precedent to the Trust establishing such an account with one or more investment banks, brokers or dealers that all necessary legal, regulatory and other requirements have been satisfied by the Trust, if applicable, and the Trust shall assume, to the maximum extent permitted herein and at law, all responsibility for administering such account(s). In connection with the Trust Unit Interest Payment Election, the agent of the Trust Debenture Trustee shall have the power to: (i) accept delivery of the Trust Units from the Trust and process the Trust Units in accordance with the Trust Unit Interest Payment Election Notice, ; (ii) accept bids with respect to, and consummate sales of, such Trust Units, each as the Trust shall direct in its absolute discretion through the investment banks, brokers or dealers identified by the Trust in the Trust Unit Interest Payment Election Notice, ; (iii) invest the proceeds of such sales on the direction of the Trust in Government Obligations which mature prior to an applicable Interest Payment Date and use such proceeds to pay the Interest Obligation in respect of which the Trust Unit Interest Payment Election was made made; and (iv) perform any other action necessarily incidental thereto as directed by the Trust in its absolute discretion. The Trust Unit Interest Payment Election Notice shall direct the agent Debenture Trustee to solicit and accept only, and each Trust Unit Bid Request shall provide that the acceptance of any bid is conditional on the acceptance of, sufficient bids to result in aggregate proceeds from such issue and sale of Trust Units which, together with the cash payments by the TrustTrust in lieu of fractional Trust Units, if any, equal the Interest Obligation on the Trust Unit Delivery Date. (c) The Trust Unit Interest Payment Election Notice shall provide confirmation from the Trust that all applicable regulatory approvals have been obtained and shall also provide for, and all bids shall be subject to, the right of the Trust, by delivering written notice to the agent with a copy to the Debenture Trustee at any time prior to the consummation of such delivery and sale of the Trust Units on the Trust Unit Delivery Date, to withdraw the Trust Unit Interest Payment Election (which shall have the effect of withdrawing each related Trust Unit Bid Request), whereupon the Trust shall be obliged to pay in cash the Interest Obligation in respect of which the Trust Unit Interest Payment Election Notice has been delivered. (d) Any sale of Trust Units pursuant to this Article 11 10 may be made to one or more Persons persons whose bids are solicited, but all such sales with respect to a particular Trust Unit Interest Payment Election shall take place concurrently on the Trust Unit Delivery Date. (e) The amount receivable received by a Debentureholder holder of a Debenture in respect of the Interest Obligation or the entitlement thereto will not be affected by whether or not the Trust elects to satisfy the Interest Obligation pursuant to a Trust Unit Interest Payment Election. (f) The agent Debenture Trustee shall inform the Trust promptly following receipt of any bid or bids for Trust Units solicited pursuant to the Trust Unit Bid Requests. The agent Debenture Trustee shall accept such bid or bids as the Trust, in its absolute discretion, shall direct by Written Direction of the Trust, provided that the aggregate proceeds of all sales of Trust Units resulting from the acceptance of such bids, together with the amount of any cash payment by the TrustTrust in lieu of any fractional Trust Units, on the Trust Unit Delivery Date, must be equal to the related Trust Unit Interest Payment Election Amount in connection with any bids so accepted, and the Trust, the agent Debenture Trustee (if required by the Trust in its absolute discretion) and the applicable bidders shall, not later than the Trust Unit Delivery Date, enter into Trust Unit Purchase Agreements and shall comply with all Applicable Securities Legislation, including the securities rules and regulations of any stock exchange on which the Debentures or Trust Units are then listed. The Trust shall pay all fees and expenses in connection with the Trust Unit Purchase Agreements including the fees and commissions charged by the investment banks, brokers and dealers and the fees and expenses of the agentDebenture Trustee. (g) Provided that that: (i) all conditions specified in each Trust Unit Purchase Agreement to the closing of all sales thereunder have been satisfied, other than the delivery of the Trust Units to be sold thereunder against payment of the purchase price thereof, ; and (ii) the purchasers under each Trust Unit Purchase Agreement shall be ready, willing and able to perform thereunder, in each case on the Trust Unit Delivery Date, the Trust shall, on the Trust Unit Delivery Date, deliver to the agent Debenture Trustee the Trust Units to be sold on such date, an amount in cash equal to the value of any fractional Trust Units and an Officer's Certificate to the effect that all conditions precedent to such sales, including those set forth in this Indenture and in each Trust Unit Purchase Agreement, have been satisfied. Upon such deliveries, the agent Debenture Trustee shall consummate such sales on such Trust Unit Delivery Date by the delivery of the Trust Units to such purchasers against payment to the Debenture Trustee in immediately available funds of the purchase price therefor in an aggregate amount equal to the Trust Unit Interest Payment Election Amount (less any amount attributable to any fractional Trust Units), whereupon the sole right of a Debentureholder holder of Debentures to receive such Debentureholderholder's portion of the Trust Unit Interest Payment Election Amount will be to receive the same from the agent Debenture Trustee out of the proceeds of such sales of Trust Units plus any amount received by the agent Debenture Trustee from the Trust attributable to any fractional Trust Units in full satisfaction of the Interest Obligation and the Debentureholder holder will have no further recourse to the Trust in respect of the Interest Obligation. (h) The agent Debenture Trustee shall, on the Trust Unit Delivery Date, use the sale proceeds of the Trust Units (together with any cash received from the TrustTrust in lieu of any fractional Trust Units) to purchase, on the direction of the Trust in writing, Government Obligations which mature prior to the applicable Interest Payment Date and which the agent Debenture Trustee is required to hold until maturity (the "TRUST UNIT PROCEEDS INVESTMENTTrust Unit Proceeds Investment") and shall, on such date, deposit the balance, if any, of such sale proceeds in an account established by the Property Account Trust (and which shall be maintained by and subject to the control of the Debenture Trustee) (the "Interest Account") for such Debentures. The agent Debenture Trustee shall hold such Trust Unit Proceeds Investment (but not income earned thereon) under its exclusive control in an irrevocable trust for the benefit of the Debentureholdersholders of the Debentures. At least one Business Day prior to the Interest Payment Date, the agent Debenture Trustee shall deposit amounts from the proceeds of the Trust Unit Proceeds Investment in the Property Interest Account to bring the balance of the Property Interest Account to the Trust Unit Interest Payment Election Amount. On the Interest Payment Date, the agent Debenture Trustee shall pay the funds held in the Property Interest Account to the Debentureholders holders of record of the Debentures on the record date of such Interest Payment Date (less any tax required to be withhelddeducted, if any) and, provided that there is no Event of Default, shall remit amounts, if any, in respect of income earned on the Trust Unit Proceeds Investment or otherwise in excess of the Trust Unit Interest Payment Election Amount to o t the Trust,. (i) Neither the making of a Trust Unit Payment Election nor the consummation of sales of Trust Units on a Trust Unit Delivery Date shall (i) result in the Debentureholders holders of the Debentures not being entitled to receive on the applicable Interest Payment Date cash in an aggregate amount equal to the Interest Obligation payable on such date or (ii) entitle such Debentureholders holders to receive any Trust Units in i n satisfaction of such Interest Obligation. (j) No fractional Trust Units will be issued in satisfaction of interest but in lieu thereof the Trust will satisfy such fractional interest by a cash payment equal to the Current Market Price market price of such fractional interest (less any tax required to be withhelddeducted, if any).

Trust Unit Interest Payment Election. (a) Provided that no Event of Default has occurred and the Trust is continuing not in default under this Indenture and that all applicable regulatory approvals have been obtained (including any required approval of any stock exchange on which the Debentures or Trust Units are then listed), the Trust shall have the right at any time andright, from time to time, to make a Trust Unit Interest Payment Election in respect of any Interest Obligation in whole or in part by delivering a Trust Unit Interest Payment Election Notice to the agent with a copy to the Debenture Trustee no later than the earlier of: (i) the date required by applicable law or the rules of any stock exchange on which the Debentures or Trust Units are then listed, and (ii) the day which is 15 Business Days prior to the Interest Payment Date to which the Trust Unit Interest Payment Election relates. (b) Upon receipt of a Trust Unit Interest Payment Election Notice, an agent of the Trust Debenture Trustee shall, in accordance with this Article 11 10 and such Trust Unit Interest Payment Election Notice, deliver Trust Unit Bid Requests to the investment banks, brokers or dealers identified by the Trust or the Manager or any of its AffiliatesTrust, in its absolute discretion, in the Trust Unit Interest Payment Election Notice. Alternatively, the Trustee may agree to the Trust establishing an account or accounts with an investment bank, broker or dealer identified by the Trust, in its absolute discretion, in the Trust Unit Interest Payment Election Notice for the purpose of such investment bank, broker or dealer selling Freely Tradeable Trust Units on behalf of the Trust in accordance with the terms hereof (which investment bank, broker or dealer shall notify the Trust and the Trustee as such Trust Units are sold and the settlement rules prescribed by securities regulatory policies shall apply in respect of the payment for such Trust Units). The agent shall send copies of the monthly statements and transaction slips in respect of all sales of Trust Units to the Trust (with a duplicate copy to the Trustee, or as it may otherwise in writing direct), as soon as reasonably practicable after preparation thereof). All fees payable in respect of such accounts shall be paid by the Trust; provided, however, that it shall be a condition precedent to the Trust establishing such an account with one or more investment banks, brokers or dealers that all necessary legal, regulatory and other requirements have been satisfied by the Trust, if applicable, and the Trust shall assume, to the maximum extent permitted herein and at law, all responsibility for administering such account(s). In connection with the Trust Unit Interest Payment Election, the agent of the Trust Debenture Trustee shall have the power to: (i) accept delivery of the Trust Units from the Trust and process the Trust Units in accordance with the Trust Unit Interest Payment Election Notice, ; (ii) accept bids with respect to, and consummate sales of, such Trust Units, each as the Trust shall direct in its absolute discretion through the investment banks, brokers or dealers identified by the Trust in the Trust Unit Interest Payment Election Notice, ; (iii) invest the proceeds of such sales on the direction of the Trust in Government Obligations which mature prior to an applicable Interest Payment Date and use such proceeds to pay the Interest Obligation in respect of which the Trust Unit Interest Payment Election was made made; and (iv) perform any other action necessarily incidental thereto as directed by the Trust in its absolute discretion. The Trust Unit Interest Payment Election Notice shall direct the agent Debenture Trustee to solicit and accept only, and each Trust Unit Bid Request shall provide that the acceptance of any bid is conditional on the acceptance of, sufficient bids to result in aggregate proceeds from such issue and sale of Trust Units which, together with the cash payments by the TrustTrust in lieu of fractional Trust Units, if any, equal the Interest Obligation on the Trust Unit Delivery Date. (c) The Trust Unit Interest Payment Election Notice shall provide confirmation from the Trust that all applicable regulatory approvals have been obtained and shall also provide for, and all bids shall be subject to, the right of the Trust, by delivering written notice to the agent with a copy to the Trustee at any time prior to the consummation of such delivery and sale of the Trust Units on the Trust Unit Delivery Date, to withdraw the Trust Unit Interest Payment Election (which shall have the effect of withdrawing each related Trust Unit Bid Request), whereupon the Trust shall be obliged to pay in cash the Interest Obligation in respect of which the Trust Unit Interest Payment Election Notice has been delivered. (d) Any sale of Trust Units pursuant to this Article 11 may be made to one or more Persons whose bids are solicited. (e) The amount receivable by a Debentureholder in respect of the Interest Obligation or the entitlement thereto will not be affected by whether or not the Trust elects to satisfy the Interest Obligation pursuant to a Trust Unit Interest Payment Election. (f) The agent shall inform the Trust promptly following receipt of any bid or bids for Trust Units solicited pursuant to the Trust Unit Bid Requests. The agent shall accept such bid or bids as the Trust, in its absolute discretion, shall direct by Written Direction of the Trust, provided that the aggregate proceeds of all sales of Trust Units resulting from the acceptance of such bids, together with the amount of any cash payment by the Trust, on the Trust Unit Delivery Date, must be equal to the related Trust Unit Interest Payment Election Amount in connection with any bids so accepted, the Trust, the agent (if required by the Trust in its absolute discretion) and the applicable bidders shall, not later than the Trust Unit Delivery Date, enter into Trust Unit Purchase Agreements and shall comply with all Applicable Securities Legislation, including the securities rules and regulations of any stock exchange on which the Debentures or Trust Units are then listed. The Trust shall pay all fees and expenses in connection with the Trust Unit Purchase Agreements including the fees and commissions charged by the investment banks, brokers and dealers and the fees of the agent. (g) Provided that (i) all conditions specified in each Trust Unit Purchase Agreement to the closing of all sales thereunder have been satisfied, other than the delivery of the Trust Units to be sold thereunder against payment of the purchase price thereof, and (ii) the purchasers under each Trust Unit Purchase Agreement shall be ready, willing and able to perform thereunder, in each case on the Trust Unit Delivery Date, the Trust shall, on the Trust Unit Delivery Date, deliver to the agent the Trust Units to be sold on such date, an amount in cash equal to the value of any fractional Trust Units and an Officer's Certificate to the effect that all conditions precedent to such sales, including those set forth in this Indenture and in each Trust Unit Purchase Agreement, have been satisfied. Upon such deliveries, the agent shall consummate such sales on such Trust Unit Delivery Date by the delivery of the Trust Units to such purchasers against payment to the Trustee in immediately available funds of the purchase price therefor in an aggregate amount equal to the Trust Unit Interest Payment Election Amount (less any amount attributable to any fractional Trust Units), whereupon the sole right of a Debentureholder to receive such Debentureholder's portion of the Trust Unit Interest Payment Election Amount will be to receive same from the agent out of the proceeds of such sales of Trust Units plus any amount received by the agent from the Trust attributable to any fractional Trust Units in full satisfaction of the Interest Obligation and the Debentureholder will have no further recourse to the Trust in respect of the Interest Obligation. (h) The agent shall, on the Trust Unit Delivery Date, use the sale proceeds of the Trust Units (together with any cash received from the Trust) to purchase, on the direction of the Trust in writing, Government Obligations which mature prior to the applicable Interest Payment Date and which the agent is required to hold until maturity (the "TRUST UNIT PROCEEDS INVESTMENT") and shall, on such date, deposit the balance, if any, of such sale proceeds in the Property Account for such Debentures. The agent shall hold such Trust Unit Proceeds Investment (but not income earned thereon) under its exclusive control in an irrevocable trust for the benefit of the Debentureholders. At least one Business Day prior to the Interest Payment Date, the agent shall deposit amounts from the proceeds of the Trust Unit Proceeds Investment in the Property Account to bring the balance of the Property Account to the Trust Unit Interest Payment Election Amount. On the Interest Payment Date, the agent shall pay the funds held in the Property Account to the Debentureholders of record of the Debentures on the record date of such Interest Payment Date (less any tax required to be withheld, if any) and, provided that there is no Event of Default, shall remit amounts, if any, in respect of income earned on the Trust Unit Proceeds Investment or otherwise in excess of the Trust Unit Interest Payment Election Amount to the Trust, (i) Neither the making of a Trust Unit Payment Election nor the consummation of sales of Trust Units on a Trust Unit Delivery Date shall (i) result in the Debentureholders not being entitled to receive on the applicable Interest Payment Date cash in an aggregate amount equal to the Interest Obligation payable on such date or (ii) entitle such Debentureholders to receive any Trust Units in satisfaction of such Interest Obligation. (j) No fractional Trust Units will be issued in satisfaction of interest but in lieu thereof the Trust will satisfy such fractional interest by a cash payment equal to the Current Market Price of such fractional interest (less any tax required to be withheld, if any).

Trust Unit Interest Payment Election. (a) Provided that no Event of Default has occurred and is continuing and that all applicable necessary regulatory approvals have been obtained (including any required approval of any stock exchange on which the Debentures or Trust Units are then listed), the Trust REIT shall have the right right, at any time and, and from time to timetime (subject to the requirements of Section 7.1), to make a Trust Unit Interest Payment Election in respect of any Interest Obligation Obligation, in whole or in part part, by delivering a Trust Unit Interest Payment Election Notice to the agent with a copy to the Trustee no later than the earlier of: : (i) the date required by applicable law Applicable Law or the rules of any stock exchange on which the Debentures or Trust Units are then listed, and (ii) the day which is 15 Business Days prior to the Interest Payment Date to which the Trust Unit Interest Payment Election relates. (b) Upon receipt the delivery of a Trust Unit Interest Payment Election Notice, an agent of the Trust REIT shall, in accordance with this Article 11 and such Trust Unit Interest Payment Election Notice, : (i) deliver Trust Unit Bid Requests to the investment banks, brokers or dealers identified by the Trust or the Manager or any of its Affiliates(each, a “Broker”) identified, in its absolute discretion, in the Trust Unit Interest Payment Election Notice. Alternatively, the Trustee may agree to the Trust establishing and (ii) establish an account or accounts with an investment bank, broker or dealer each Broker identified by the TrustREIT, in its absolute discretion, in the Trust Unit Interest Payment Election Notice for the purpose of such investment bank, broker or dealer Broker selling Freely Tradeable Trust Units on behalf of the Trust REIT in accordance with the terms hereof (which investment bank, broker or dealer Broker shall notify the Trust REIT and the Trustee as such Trust Units are sold and the settlement rules prescribed by securities regulatory policies shall apply in respect of the payment for such Trust Units). The agent Broker shall send copies of the monthly statements and transaction slips in respect of all sales of Trust Units to the Trust (with a duplicate copy to REIT and the Trustee, or as it may otherwise in writing direct), as soon as reasonably practicable after preparation thereof). All fees payable in respect of such accounts shall be paid by the TrustREIT); provided, however, that it shall be a condition precedent to the Trust REIT establishing such an account with one or more investment banks, brokers or dealers Brokers that all necessary legal, regulatory and other requirements have been satisfied by the TrustREIT and the Trustee, if applicable, and the Trust shall assume, to the maximum extent permitted herein and at law, all responsibility for administering such account(s). In connection with the Trust Unit Interest Payment Election, the agent of the Trust Trustee shall have the power to: (i) accept delivery of the proceeds from the sale of the Trust Units from by the Trust REIT and process the Trust Units in accordance with the Trust Unit Interest Payment Election Notice, (ii) accept bids with respect to, and consummate sales of, such Trust Units, each as the Trust shall direct in its absolute discretion through the investment banks, brokers or dealers identified by the Trust in the Trust Unit Interest Payment Election Notice, (iii) invest the proceeds of such sales on in accordance with the direction provisions of the Trust in Government Obligations which mature prior to an applicable Interest Payment Date and use such Section 16.10, (iii) deliver proceeds to pay Debentureholders sufficient to satisfy the REIT’s Interest Obligation in respect of which the Trust Unit Interest Payment Election was made Obligations (less any taxes required to be withheld), and (iv) perform any other action necessarily incidental thereto as directed by the Trust REIT in its absolute discretion. The Trust Unit Interest Payment Election Notice shall direct the agent to solicit and accept only, and each Trust Unit Bid Request shall provide that the acceptance of any bid is conditional on the acceptance of, sufficient bids to result in aggregate proceeds from such issue and sale of Trust Units which, together with the cash payments by the TrustREIT, if any, equal the amount payable pursuant to the Interest Obligation on the Trust Unit Delivery Date. (c) The Trust Unit Interest Payment Election Notice shall provide include confirmation from the Trust REIT that all applicable necessary regulatory approvals required to be obtained by the REIT in connection with the Trust Units Interest Payment Election have been obtained and shall also provide for, and all bids bids, if any, shall be subject to, the right of the TrustREIT, by delivering written notice to the agent with a copy to the Trustee at any time prior to the consummation of such the delivery and sale of the Trust Units on the Trust Unit Delivery Date, to withdraw the Trust Unit Interest Payment Election (which shall have the effect of withdrawing each related Trust Unit Bid Request), whereupon the Trust REIT shall be obliged to pay in cash the amount payable pursuant to the Interest Obligation in respect of which the Trust Unit Interest Payment Election Notice has been delivered. (d) Any sale of Trust Units pursuant to this Article 11 may be made to one or more Persons whose bids are solicited. (e) The amount receivable by a Debentureholder in respect of the Interest Obligation or the entitlement thereto will not be affected by whether or not the Trust elects to satisfy the Interest Obligation pursuant to a Trust Unit Interest Payment Election. (f) The agent shall inform the Trust promptly following receipt of any bid or bids for Trust Units solicited pursuant to the Trust Unit Bid Requests. The agent shall accept such bid or bids as the Trust, in its absolute discretion, shall direct by Written Direction of the Trust, provided that the aggregate proceeds of all sales of Trust Units resulting from the acceptance of such bids, together with the amount of any cash payment by the Trust, on the Trust Unit Delivery Date, must be equal to the related Trust Unit Interest Payment Election Amount in connection with any bids so accepted, the Trust, the agent (if required by the Trust in its absolute discretion) and the applicable bidders shall, not later than the Trust Unit Delivery Date, enter into Trust Unit Purchase Agreements and shall comply with all Applicable Securities Legislation, including the securities rules and regulations of any stock exchange on which the Debentures or Trust Units are then listed. The Trust shall pay all fees and expenses in connection with the Trust Unit Purchase Agreements including the fees and commissions charged by the investment banks, brokers and dealers and the fees of the agent. (g) Provided that (i) all conditions specified in each Trust Unit Purchase Agreement to the closing of all sales thereunder have been satisfied, other than the delivery of the Trust Units to be sold thereunder against payment of the purchase price thereof, and (ii) the purchasers under each Trust Unit Purchase Agreement shall be ready, willing and able to perform thereunder, in each case on the Trust Unit Delivery Date, the Trust shall, on the Trust Unit Delivery Date, deliver to the agent the Trust Units to be sold on such date, an amount in cash equal to the value of any fractional Trust Units and an Officer's Certificate to the effect that all conditions precedent to such sales, including those set forth in this Indenture and in each Trust Unit Purchase Agreement, have been satisfied. Upon such deliveries, the agent shall consummate such sales on such Trust Unit Delivery Date by the delivery of the Trust Units to such purchasers against payment to the Trustee in immediately available funds of the purchase price therefor in an aggregate amount equal to the Trust Unit Interest Payment Election Amount (less any amount attributable to any fractional Trust Units), whereupon the sole right of a Debentureholder to receive such Debentureholder's portion of the Trust Unit Interest Payment Election Amount will be to receive same from the agent out of the proceeds of such sales of Trust Units plus any amount received by the agent from the Trust attributable to any fractional Trust Units in full satisfaction of the Interest Obligation and the Debentureholder will have no further recourse to the Trust in respect of the Interest Obligation. (h) The agent shall, on the Trust Unit Delivery Date, use the sale proceeds of the Trust Units (together with any cash received from the Trust) to purchase, on the direction of the Trust in writing, Government Obligations which mature prior to the applicable Interest Payment Date and which the agent is required to hold until maturity (the "TRUST UNIT PROCEEDS INVESTMENT") and shall, on such date, deposit the balance, if any, of such sale proceeds in the Property Account for such Debentures. The agent shall hold such Trust Unit Proceeds Investment (but not income earned thereon) under its exclusive control in an irrevocable trust for the benefit of the Debentureholders. At least one Business Day prior to the Interest Payment Date, the agent shall deposit amounts from the proceeds of the Trust Unit Proceeds Investment in the Property Account to bring the balance of the Property Account to the Trust Unit Interest Payment Election Amount. On the Interest Payment Date, the agent shall pay the funds held in the Property Account to the Debentureholders of record of the Debentures on the record date of such Interest Payment Date (less any tax required to be withheld, if any) and, provided that there is no Event of Default, shall remit amounts, if any, in respect of income earned on the Trust Unit Proceeds Investment or otherwise in excess of the Trust Unit Interest Payment Election Amount to the Trust, (i) Neither the making of a Trust Unit Payment Election nor the consummation of sales of Trust Units on a Trust Unit Delivery Date shall (i) result in the Debentureholders not being entitled to receive on the applicable Interest Payment Date cash in an aggregate amount equal to the Interest Obligation payable on such date or (ii) entitle such Debentureholders to receive any Trust Units in satisfaction of such Interest Obligation. (j) No fractional Trust Units will be issued in satisfaction of interest but in lieu thereof the Trust will satisfy such fractional interest by a cash payment equal to the Current Market Price of such fractional interest (less any tax required to be withheld, if any).

Trust Unit Interest Payment Election. (a) Provided that no Event of Default has occurred and the Trust is continuing not in default under this Indenture and that all applicable regulatory approvals have been obtained (including any required approval of any stock exchange on which the Debentures or Trust Units are then listed), the Trust shall have the right at any time andright, from time to time, to make a Trust Unit Interest Payment Election in respect of any Interest Obligation in whole or in part by delivering a Trust Unit Interest Payment Election Notice to the agent with a copy to the Debenture Trustee no later than the earlier of: of (i) the date required by applicable law or the rules of any stock exchange on which the Debentures or Trust Units are then listed, ; and (ii) the day which date that is 15 Business Days prior to the Interest Payment Date to which the Trust Unit Interest Payment Election relates. (b) Upon receipt of a Trust Unit Interest Payment Election Notice, an agent of the Trust Debenture Trustee shall, in accordance with this Article 11 10 and such Trust Unit Interest Payment Election Notice, deliver Trust Unit Bid Requests to the investment banks, brokers or dealers identified by the Trust or the Manager or any of its AffiliatesTrust, in its absolute discretion, in the Trust Unit Interest Payment Election Notice. Alternatively, the Trustee may agree to the Trust establishing an account or accounts with an investment bank, broker or dealer identified by the Trust, in its absolute discretion, in the Trust Unit Interest Payment Election Notice for the purpose of such investment bank, broker or dealer selling Freely Tradeable Trust Units on behalf of the Trust in accordance with the terms hereof (which investment bank, broker or dealer shall notify the Trust and the Trustee as such Trust Units are sold and the settlement rules prescribed by securities regulatory policies shall apply in respect of the payment for such Trust Units). The agent shall send copies of the monthly statements and transaction slips in respect of all sales of Trust Units to the Trust (with a duplicate copy to the Trustee, or as it may otherwise in writing direct), as soon as reasonably practicable after preparation thereof). All fees payable in respect of such accounts shall be paid by the Trust; provided, however, that it shall be a condition precedent to the Trust establishing such an account with one or more investment banks, brokers or dealers that all necessary legal, regulatory and other requirements have been satisfied by the Trust, if applicable, and the Trust shall assume, to the maximum extent permitted herein and at law, all responsibility for administering such account(s). In connection with the Trust Unit Interest Payment Election, the agent of the Trust Debenture Trustee shall have the power to: (i) accept delivery of the Trust Units from the Trust and process the Trust Units in accordance with the Trust Unit Interest Payment Election Notice, ; (ii) accept bids with respect to, and consummate sales of, such Trust Units, each as the Trust shall direct in its absolute discretion through the investment banks, brokers or dealers identified by the Trust in the Trust Unit Interest Payment Election Notice, ; (iii) invest the proceeds of such sales on the direction of the Trust in Government Obligations which mature prior to an applicable Interest Payment Date and use such proceeds to pay the Interest Obligation in respect of which the Trust Unit Interest Payment Election was made made; and (iv) perform any other action necessarily incidental thereto as directed by the Trust in its absolute discretion. The Trust Unit Interest Payment Election Notice shall direct the agent Debenture Trustee to solicit and accept only, and each Trust Unit Bid Request shall provide that the acceptance of any bid is conditional on the acceptance of, sufficient bids to result in aggregate proceeds from such issue and sale of Trust Units which, together with the cash payments by the TrustTrust in lieu of fractional Trust Units, if any, equal the Interest Obligation on the Trust Unit Delivery Date. (c) The Trust Unit Interest Payment Election Notice shall provide confirmation from the Trust that all applicable regulatory approvals have been obtained and shall also provide for, and all bids shall be subject to, the right of the Trust, by delivering written notice to the agent with a copy to the Debenture Trustee at any time prior to the consummation of such delivery and sale of the Trust Units on the Trust Unit Delivery Date, to withdraw the Trust Unit Interest Payment Election (which shall have the effect of withdrawing each related Trust Unit Bid Request), whereupon the Trust shall be obliged to pay in cash the Interest Obligation in respect of which the Trust Unit Interest Payment Election Notice has been delivered. (d) Any sale of Trust Units pursuant to this Article 11 10 may be made to one or more Persons persons whose bids are solicited, but all such sales with respect to a particular Trust Unit Interest Payment Election shall take place concurrently on the Trust Unit Delivery Date. (e) The amount receivable received by a Debentureholder holder of a Debenture in respect of the Interest Obligation or the entitlement thereto will not be affected by whether or not the Trust elects to satisfy the Interest Obligation pursuant to a Trust Unit Interest Payment Election. (f) The agent Debenture Trustee shall inform the Trust promptly following receipt of any bid or bids for Trust Units solicited pursuant to the Trust Unit Bid Requests. The agent Debenture Trustee shall accept such bid or bids as the Trust, in its absolute discretion, shall direct by Written Direction of the Trust, provided that the aggregate proceeds of all sales of Trust Units resulting from the acceptance of such bids, together with the amount of any cash payment by the TrustTrust in lieu of any fractional Trust Units, on the Trust Unit Delivery Date, must be equal to the related Trust Unit Interest Payment Election Amount in connection with any bids so accepted, the Trust, the agent (if required by and the Trust in its absolute discretion) and the applicable bidders shall, not later than the Trust Unit Delivery Date, enter into Trust Unit Purchase Agreements and shall comply with all Applicable Securities Legislation, including the securities rules and regulations of any stock exchange on which the Debentures or Trust Units are then listed. The Trust shall pay all fees and expenses in connection with the Trust Unit Purchase Agreements including the fees and commissions charged by the investment banks, brokers and dealers and the fees of the agentDebenture Trustee. (g) Provided that that: (i) all conditions specified in each Trust Unit Purchase Agreement to the closing of all sales thereunder have been satisfied, other than the delivery of the Trust Units to be sold thereunder against payment of the purchase price thereof, ; and (ii) the purchasers under each Trust Unit Purchase Agreement shall be ready, willing and able to perform thereunder, in each case on the Trust Unit Delivery Date, the Trust shall, on the Trust Unit Delivery Date, deliver to the agent Debenture Trustee the Trust Units to be sold on such date, an amount in cash equal to the value of any fractional Trust Units and an Officer's ’s Certificate to the effect that all conditions precedent to such sales, including those set forth in this Indenture and in each Trust Unit Purchase Agreement, have been satisfied. Upon such deliveries, the agent Debenture Trustee shall consummate such sales on such Trust Unit Delivery Date by the delivery of the Trust Units to such purchasers against payment to the Debenture Trustee in immediately available funds of the purchase price therefor in an aggregate amount equal to the Trust Unit Interest Payment Election Amount (less any amount attributable to any fractional Trust Units), whereupon the sole right of a Debentureholder holder of Debentures to receive such Debentureholder's holder’s portion of the Trust Unit Interest Payment Election Amount will be to receive same from the agent Debenture Trustee out of the proceeds of such sales of Trust Units plus any amount received by the agent Debenture Trustee from the Trust attributable to any fractional Trust Units in full satisfaction of the Interest Obligation and the Debentureholder holder will have no further recourse to the Trust in respect of the Interest Obligation. (h) The agent Debenture Trustee shall, on the Trust Unit Delivery Date, use the sale proceeds of the Trust Units (together with any cash received from the TrustTrust in lieu of any fractional Trust Units) to purchase, on the direction of the Trust in writing, Government Obligations which mature prior to the applicable Interest Payment Date and which the agent Debenture Trustee is required to hold until maturity (the "TRUST UNIT PROCEEDS INVESTMENT"“Trust Unit Proceeds Investment”) and shall, on such date, deposit the balance, if any, of such sale proceeds in an account established by the Property Account Trust (and which shall be maintained by and subject to the control of the Debenture Trustee) (the “Interest Account”) for such Debentures. The agent Debenture Trustee shall hold such Trust Unit Proceeds Investment (but not income earned thereon) under its exclusive control in an irrevocable trust for the benefit of the Debentureholdersholders of the Debentures. At least one Business Day prior to the Interest Payment Date, the agent Debenture Trustee shall deposit amounts from the proceeds of the Trust Unit Proceeds Investment in the Property Interest Account to bring the balance of the Property Interest Account to the Trust Unit Interest Payment Election Amount. On the Interest Payment Date, the agent Debenture Trustee shall pay the funds held in the Property Interest Account to the Debentureholders holders of record of the Debentures on the record date of such Interest Payment Date (less any withholding tax required to be withhelddeducted, if any) and, provided that there is no Event of Default, shall remit amounts, if any, in respect of income earned on the Trust Unit Proceeds Investment or otherwise in excess of the Trust Unit Interest Payment Election Amount to the Trust,. (i) Neither the making of a Trust Unit Payment Election nor the consummation of sales of Trust Units on a Trust Unit Delivery Date shall (i) result in the Debentureholders holders of the Debentures not being entitled to receive on the applicable Interest Payment Date cash in an aggregate amount equal to the Interest Obligation payable on such date or (ii) entitle such Debentureholders holders to receive any Trust Units in satisfaction of such Interest Obligation. (j) No fractional Trust Units will be issued in satisfaction of interest but in lieu thereof the Trust will satisfy such fractional interest by a cash payment equal to the Current Market Price market price of such fractional interest (less any tax required to be withhelddeducted, if any).

Trust Unit Interest Payment Election. (a) Provided that no Event of Default has occurred and the Trust is continuing not in default under this Indenture and that all applicable regulatory approvals have been obtained (including any required approval of any stock exchange on which the Debentures or Trust Units are then listed), the Trust shall have the right at any time andright, from time to time, to make a Trust Unit Interest Payment Election in respect of any Interest Obligation in whole or in part by delivering a Trust Unit Interest Payment Election Notice to the agent with a copy to the Debenture Trustee no later than the earlier of: (i) the date required by applicable law or the rules of any stock exchange on which the Debentures or Trust Units are then listed, and (ii) the day which is 15 Business Days prior to the Interest Payment Date to which the Trust Unit Interest Payment Election relates. (b) Upon receipt of a Trust Unit Interest Payment Election Notice, an agent of the Trust Debenture Trustee shall, in accordance with this Article 11 10 and such Trust Unit Interest Payment Election Notice, deliver Trust Unit Bid Requests to the investment banks, brokers or dealers identified by the Trust or the Manager or any of its AffiliatesTrust, in its absolute discretion, in the Trust Unit Interest Payment Election Notice. Alternatively, the Trustee may agree to the Trust establishing an account or accounts with an investment bank, broker or dealer identified by the Trust, in its absolute discretion, in the Trust Unit Interest Payment Election Notice for the purpose of such investment bank, broker or dealer selling Freely Tradeable Trust Units on behalf of the Trust in accordance with the terms hereof (which investment bank, broker or dealer shall notify the Trust and the Trustee as such Trust Units are sold and the settlement rules prescribed by securities regulatory policies shall apply in respect of the payment for such Trust Units). The agent shall send copies of the monthly statements and transaction slips in respect of all sales of Trust Units to the Trust (with a duplicate copy to the Trustee, or as it may otherwise in writing direct), as soon as reasonably practicable after preparation thereof). All fees payable in respect of such accounts shall be paid by the Trust; provided, however, that it shall be a condition precedent to the Trust establishing such an account with one or more investment banks, brokers or dealers that all necessary legal, regulatory and other requirements have been satisfied by the Trust, if applicable, and the Trust shall assume, to the maximum extent permitted herein and at law, all responsibility for administering such account(s). In connection with the Trust Unit Interest Payment Election, the agent of the Trust Debenture Trustee shall have the power to: (i) accept delivery of the Trust Units from the Trust and process the Trust Units in accordance with the Trust Unit Interest Payment Election Notice, ; (ii) accept bids with respect to, and consummate sales of, such Trust Units, each as the Trust shall direct in its absolute discretion through the investment banks, brokers or dealers identified by the Trust in the Trust Unit Interest Payment Election Notice, ; (iii) invest the proceeds of such sales on the direction of the Trust in Government Obligations which mature prior to an applicable Interest Payment Date and use such proceeds to pay the Interest Obligation in respect of which the Trust Unit Interest Payment Election was made made; and (iv) perform any other action necessarily incidental thereto as directed by the Trust in its absolute discretion. The Trust Unit Interest Payment Election Notice shall direct the agent Debenture Trustee to solicit and accept only, and each Trust Unit Bid Request shall provide that the acceptance of any bid is conditional on the acceptance of, sufficient bids to result in aggregate proceeds from such issue and sale of Trust Units which, together with the cash payments by the TrustTrust in lieu of fractional Trust Units, if any, equal the Interest Obligation on the Trust Unit Delivery Date. (c) The Trust Unit Interest Payment Election Notice shall provide confirmation from the Trust that all applicable regulatory approvals have been obtained and shall also provide for, and all bids shall be subject to, the right of the Trust, by delivering written notice to the agent with a copy to the Debenture Trustee at any time prior to the consummation of such delivery and sale of the Trust Units on the Trust Unit Delivery Date, to withdraw the Trust Unit Interest Payment Election (which shall have the effect of withdrawing each related Trust Unit Bid Request), whereupon the Trust shall be obliged to pay in cash the Interest Obligation in respect of which the Trust Unit Interest Payment Election Notice has been delivered. (d) Any sale of Trust Units pursuant to this Article 11 10 may be made to one or more Persons whose bids are solicited, but all such sales with respect to a particular Trust Unit Interest Payment Election shall take place concurrently on the Trust Unit Delivery Date. (e) The amount receivable received by a Debentureholder holder of a Debenture in respect of the Interest Obligation or the entitlement thereto will not be affected by whether or not the Trust elects to satisfy the Interest Obligation pursuant to a Trust Unit Interest Payment Election. (f) The agent Debenture Trustee shall inform the Trust promptly following receipt of any bid or bids for Trust Units solicited pursuant to the Trust Unit Bid Requests. The agent Debenture Trustee shall accept such bid or bids as the Trust, in its absolute discretion, shall direct by Written Direction of the Trust, provided that the aggregate proceeds of all sales of Trust Units resulting from the acceptance of such bids, together with the amount of any cash payment by the TrustTrust in lieu of any fractional Trust Units, on the Trust Unit Delivery Date, must be equal to the related Trust Unit Interest Payment Election Amount in connection with any bids so accepted, the Trust, the agent Debenture Trustee (if required by the Trust in its absolute discretion) and the applicable bidders shall, not later than the Trust Unit Delivery Date, enter into Trust Unit Purchase Agreements and shall comply with all Applicable Securities Legislation, including the securities rules and regulations of any stock exchange on which the Debentures or Trust Units are then listed. The Trust shall pay all fees and expenses in connection with the Trust Unit Purchase Agreements including the fees and commissions charged by the investment banks, brokers and dealers and the fees of the agentDebenture Trustee. (g) Provided that that: (i) all conditions specified in each Trust Unit Purchase Agreement to the closing of all sales thereunder have been satisfied, other than the delivery of the Trust Units to be sold thereunder against payment of the purchase price thereof, ; and (ii) the purchasers under each Trust Unit Purchase Agreement shall be ready, willing and able to perform thereunder, in each case on the Trust Unit Delivery Date, the Trust shall, on the Trust Unit Delivery Date, deliver to the agent Debenture Trustee the Trust Units to be sold on such date, an amount in cash equal to the value of any fractional Trust Units and an Officer's Certificate to the effect that all conditions precedent to such sales, including those set forth in this Indenture and in each Trust Unit Purchase Agreement, have been satisfied. Upon such deliveries, the agent Debenture Trustee shall consummate such sales on such Trust Unit Delivery Date by the delivery of the Trust Units to such purchasers against payment to the Debenture Trustee in immediately available funds of the purchase price therefor in an aggregate amount equal to the Trust Unit Interest Payment Election Amount (less any amount attributable to any fractional Trust Units), whereupon the sole right of a Debentureholder holder of Debentures to receive such Debentureholderholder's portion of the Trust Unit Interest Payment Election Amount will be to receive same from the agent Debenture Trustee out of the proceeds of such sales of Trust Units plus any amount received by the agent Debenture Trustee from the Trust attributable to any fractional Trust Units in full satisfaction of the Interest Obligation and the Debentureholder holder will have no further recourse to the Trust in respect of the Interest Obligation. (h) The agent Debenture Trustee shall, on the Trust Unit Delivery Date, use the sale proceeds of the Trust Units (together with any cash received from the TrustTrust in lieu of any fractional Trust Units) to purchase, on the direction of the Trust in writing, Government Obligations which mature prior to the applicable Interest Payment Date and which the agent Debenture Trustee is required to hold until maturity (the "TRUST UNIT PROCEEDS INVESTMENT") and shall, on such date, deposit the balance, if any, of such sale proceeds in an account established by the Property Account Trust (and which shall be maintained by and subject to the control of the Debenture Trustee) (the "INTEREST ACCOUNT") for such Debentures. The agent Debenture Trustee shall hold such Trust Unit Proceeds Investment (but not income earned thereon) under its exclusive control in an irrevocable trust for the benefit of the Debentureholdersholders of the Debentures. At least one Business Day prior to the Interest Payment Date, the agent Debenture Trustee shall deposit amounts from the proceeds of the Trust Unit Proceeds Investment in the Property Interest Account to bring the balance of the Property Interest Account to the Trust Unit Interest Payment Election Amount. On the Interest Payment Date, the agent Debenture Trustee shall pay the funds held in the Property Interest Account to the Debentureholders holders of record of the Debentures on the record date of such Interest Payment Date (less any tax required to be withhelddeducted, if any) and, provided that there is no Event of Default, shall remit amounts, if any, in respect of income earned on the Trust Unit Proceeds Investment or otherwise in excess of the Trust Unit Interest Payment Election Amount to the Trust,. (i) Neither the making of a Trust Unit Payment Election nor the consummation of sales of Trust Units on a Trust Unit Delivery Date shall (i) result in the Debentureholders holders of the Debentures not being entitled to receive on the applicable Interest Payment Date cash in an aggregate amount equal to the Interest Obligation payable on such date or (ii) entitle such Debentureholders holders to receive any Trust Units in satisfaction of such Interest Obligation. (j) No fractional Trust Units will be issued in satisfaction of interest but in lieu thereof the Trust will satisfy such fractional interest by a cash payment equal to the Current Market Price market price of such fractional interest (less any tax required to be withhelddeducted, if any).

Trust Unit Interest Payment Election. (a) Provided that no Event of Default has occurred and the Trust is continuing not in default under this Indenture and that all applicable regulatory approvals have been obtained (including any required approval of any stock exchange on which the Debentures or Trust Units are then listed), the Trust shall have the right at any time andright, from time to time, to make a Trust Unit Interest Payment Election in respect of any Interest Obligation in whole or in part by delivering a Trust Unit Interest Payment Election Notice to the agent with a copy to the Debenture Trustee no later than the earlier of: (i) the date required by applicable law or the rules of any stock exchange on which the Debentures or Trust Units are then listed, and (ii) the day which is 15 Business Days prior to the Interest Payment Date to which the Trust Unit Interest Payment Election relates. (b) Upon receipt of a Trust Unit Interest Payment Election Notice, an agent of the Trust Debenture Trustee shall, in accordance with this Article 11 10 and such Trust Unit Interest Payment Election Notice, deliver Trust Unit Bid Requests to the investment banks, brokers or dealers identified by the Trust or the Manager or any of its AffiliatesTrust, in its absolute discretion, in the Trust Unit Interest Payment Election Notice. Alternatively, the Trustee may agree to the Trust establishing an account or accounts with an investment bank, broker or dealer identified by the Trust, in its absolute discretion, in the Trust Unit Interest Payment Election Notice for the purpose of such investment bank, broker or dealer selling Freely Tradeable Trust Units on behalf of the Trust in accordance with the terms hereof (which investment bank, broker or dealer shall notify the Trust and the Trustee as such Trust Units are sold and the settlement rules prescribed by securities regulatory policies shall apply in respect of the payment for such Trust Units). The agent shall send copies of the monthly statements and transaction slips in respect of all sales of Trust Units to the Trust (with a duplicate copy to the Trustee, or as it may otherwise in writing direct), as soon as reasonably practicable after preparation thereof). All fees payable in respect of such accounts shall be paid by the Trust; provided, however, that it shall be a condition precedent to the Trust establishing such an account with one or more investment banks, brokers or dealers that all necessary legal, regulatory and other requirements have been satisfied by the Trust, if applicable, and the Trust shall assume, to the maximum extent permitted herein and at law, all responsibility for administering such account(s). In connection with the Trust Unit Interest Payment Election, the agent of the Trust Debenture Trustee shall have the power to: (i) accept delivery of the Trust Units from the Trust and process the Trust Units in accordance with the Trust Unit Interest Payment Election Notice, ; (ii) accept bids with respect to, and consummate sales of, such Trust Units, each as the Trust shall direct in its absolute discretion through the investment banks, brokers or dealers identified by the Trust in the Trust Unit Interest Payment Election Notice, ; (iii) invest the proceeds of such sales on the direction of the Trust in Government Obligations which mature prior to an applicable Interest Payment Date and use such proceeds to pay the Interest Obligation in respect of which the Trust Unit Interest Payment Election was made made; and (iv) perform any other action necessarily incidental thereto as directed by the Trust in its absolute discretion. The Trust Unit Interest Payment Election Notice shall direct the agent Debenture Trustee to solicit and accept only, and each Trust Unit Bid Request shall provide that the acceptance of any bid is conditional on the acceptance of, sufficient bids to result in aggregate proceeds from such issue and sale of Trust Units which, together with the cash payments by the TrustTrust in lieu of fractional Trust Units, if any, equal the Interest Obligation on the Trust Unit Delivery Date. (c) The Trust Unit Interest Payment Election Notice shall provide confirmation from the Trust that all applicable regulatory approvals have been obtained and shall also provide for, and all bids shall be subject to, the right of the Trust, by delivering written notice to the agent with a copy to the Debenture Trustee at any time prior to the consummation of such delivery and sale of the Trust Units on the Trust Unit Delivery Date, to withdraw the Trust Unit Interest Payment Election (which shall have the effect of withdrawing each related Trust Unit Bid Request), whereupon the Trust shall be obliged to pay in cash the Interest Obligation in respect of which the Trust Unit Interest Payment Election Notice has been delivered. (d) Any sale of Trust Units pursuant to this Article 11 10 may be made to one or more Persons persons whose bids are solicited, but all such sales with respect to a particular Trust Unit Interest Payment Election shall take place concurrently on the Trust Unit Delivery Date. (e) The amount receivable received by a Debentureholder holder of a Debenture in respect of the Interest Obligation or the entitlement thereto will not be affected by whether or not the Trust elects to satisfy the Interest Obligation pursuant to a Trust Unit Interest Payment Election. (f) The agent Debenture Trustee shall inform the Trust promptly following receipt of any bid or bids for Trust Units solicited pursuant to the Trust Unit Bid Requests. The agent Debenture Trustee shall accept such bid or bids as the Trust, in its absolute discretion, shall direct by Written Direction of the Trust, provided that the aggregate proceeds of all sales of Trust Units resulting from the acceptance of such bids, together with the amount of any cash payment by the TrustTrust in lieu of any fractional Trust Units, on the Trust Unit Delivery Date, must be equal to the related Trust Unit Interest Payment Election Amount in connection with any bids so accepted, and the Trust, the agent Debenture Trustee (if required by the Trust in its absolute discretion) and the applicable bidders shall, not later than the Trust Unit Delivery Date, enter into Trust Unit Purchase Agreements and shall comply with all Applicable Securities Legislation, including the securities rules and regulations of any stock exchange on which the Debentures or Trust Units are then listed. The Trust shall pay all fees and expenses in connection with the Trust Unit Purchase Agreements including the fees and commissions charged by the investment banks, brokers and dealers and the fees of the agentDebenture Trustee. (g) Provided that that: (i) all conditions specified in each Trust Unit Purchase Agreement to the closing of all sales thereunder have been satisfied, other than the delivery of the Trust Units to be sold thereunder against payment of the purchase price thereof, ; and (ii) the purchasers under each Trust Unit Purchase Agreement shall be ready, willing and able to perform thereunder, in each case on the Trust Unit Delivery Date, the Trust shall, on the Trust Unit Delivery Date, deliver to the agent Debenture Trustee the Trust Units to be sold on such date, an amount in cash equal to the value of any fractional Trust Units and an Officer's Certificate to the effect that all conditions precedent to such sales, including those set forth in this Indenture and in each Trust Unit Purchase Agreement, have been satisfied. Upon such deliveries, the agent Debenture Trustee shall consummate such sales on such Trust Unit Delivery Date by the delivery of the Trust Units to such purchasers against payment to the Debenture Trustee in immediately available funds of the purchase price therefor in an aggregate amount equal to the Trust Unit Interest Payment Election Amount (less any amount attributable to any fractional Trust Units), whereupon the sole right of a Debentureholder holder of Debentures to receive such Debentureholderholder's portion of the Trust Unit Interest Payment Election Amount will be to receive same from the agent Debenture Trustee out of the proceeds of such sales of Trust Units plus any amount received by the agent Debenture Trustee from the Trust attributable to any fractional Trust Units in full satisfaction of the Interest Obligation and the Debentureholder holder will have no further recourse to the Trust in respect of the Interest Obligation. (h) The agent Debenture Trustee shall, on the Trust Unit Delivery Date, use the sale proceeds of the Trust Units (together with any cash received from the TrustTrust in lieu of any fractional Trust Units) to purchase, on the direction of the Trust in writing, Government Obligations which mature prior to the applicable Interest Payment Date and which the agent Debenture Trustee is required to hold until maturity (the "TRUST UNIT PROCEEDS INVESTMENTTrust Unit Proceeds Investment") and shall, on such date, deposit the balance, if any, of such sale proceeds in an account established by the Property Account Trust (and which shall be maintained by and subject to the control of the Debenture Trustee) (the "Interest Account") for such Debentures. The agent Debenture Trustee shall hold such Trust Unit Proceeds Investment (but not income earned thereon) under its exclusive control in an irrevocable trust for the benefit of the Debentureholdersholders of the Debentures. At least one Business Day prior to the Interest Payment Date, the agent Debenture Trustee shall deposit amounts from the proceeds of the Trust Unit Proceeds Investment in the Property Interest Account to bring the balance of the Property Interest Account to the Trust Unit Interest Payment Election Amount. On the Interest Payment Date, the agent Debenture Trustee shall pay the funds held in the Property Interest Account to the Debentureholders holders of record of the Debentures on the record date of such Interest Payment Date (less any tax required to be withhelddeducted, if any) and, provided that there is no Event of Default, shall remit amounts, if any, in respect of income earned on the Trust Unit Proceeds Investment or otherwise in excess of the Trust Unit Interest Payment Election Amount to the Trust,. (i) Neither the making of a Trust Unit Payment Election nor the consummation of sales of Trust Units on a Trust Unit Delivery Date shall (i) result in the Debentureholders holders of the Debentures not being entitled to receive on the applicable Interest Payment Date cash in an aggregate amount equal to the Interest Obligation payable on such date or (ii) entitle such Debentureholders holders to receive any Trust Units in satisfaction of such Interest Obligation. (j) No fractional Trust Units will be issued in satisfaction of interest but in lieu thereof the Trust will satisfy such fractional interest by a cash payment equal to the Current Market Price market price of such fractional interest (less any tax required to be withhelddeducted, if any).

Trust Unit Interest Payment Election. (a) Provided that no Event of Default has occurred and the Trust is continuing not in default under this Indenture and that all applicable regulatory approvals have been obtained (including any required approval of any stock exchange on which the Debentures or Trust Units are then listed), the Trust shall have the right at any time andright, from time to time, to make a Trust Unit Interest Payment Election in respect of any Interest Obligation in whole or in part by delivering a Trust Unit Interest Payment Election Notice to the agent with a copy to the Debenture Trustee no later than the earlier of: (i) the date required by applicable law or the rules of any stock exchange on which the Debentures or Trust Units are then listed, and (ii) the day which is 15 Business Days prior to the Interest Payment Date to which the Trust Unit Interest Payment Election relates. (b) Upon receipt of a Trust Unit Interest Payment Election Notice, an agent of the Trust Debenture Trustee shall, in accordance with this Article 11 10 and such Trust Unit Interest Payment Election Notice, deliver Trust Unit Bid Requests to the investment banks, brokers or dealers identified by the Trust or the Manager or any of its AffiliatesTrust, in its absolute discretion, in the Trust Unit Interest Payment Election Notice. Alternatively, the Trustee may agree to the Trust establishing an account or accounts with an investment bank, broker or dealer identified by the Trust, in its absolute discretion, in the Trust Unit Interest Payment Election Notice for the purpose of such investment bank, broker or dealer selling Freely Tradeable Trust Units on behalf of the Trust in accordance with the terms hereof (which investment bank, broker or dealer shall notify the Trust and the Trustee as such Trust Units are sold and the settlement rules prescribed by securities regulatory policies shall apply in respect of the payment for such Trust Units). The agent shall send copies of the monthly statements and transaction slips in respect of all sales of Trust Units to the Trust (with a duplicate copy to the Trustee, or as it may otherwise in writing direct), as soon as reasonably practicable after preparation thereof). All fees payable in respect of such accounts shall be paid by the Trust; provided, however, that it shall be a condition precedent to the Trust establishing such an account with one or more investment banks, brokers or dealers that all necessary legal, regulatory and other requirements have been satisfied by the Trust, if applicable, and the Trust shall assume, to the maximum extent permitted herein and at law, all responsibility for administering such account(s). In connection with the Trust Unit Interest Payment Election, the agent of the Trust Debenture Trustee shall have the power to: (i) accept delivery of the Trust Units from the Trust and process the Trust Units in accordance with the Trust Unit Interest Payment Election Notice, ; (ii) accept bids with respect to, and consummate sales of, such Trust Units, each as the Trust shall direct in its absolute discretion through the investment banks, brokers or dealers identified by the Trust in the Trust Unit Interest Payment Election Notice, ; (iii) invest the proceeds of such sales on the direction of the Trust in Government Obligations which mature prior to an applicable Interest Payment Date and use such proceeds to pay the Interest Obligation in respect of which the Trust Unit Interest Payment Election was made made; and (iv) perform any other action necessarily incidental thereto as directed by the Trust in its absolute discretion. The Trust Unit Interest Payment Election Notice shall direct the agent Debenture Trustee to solicit and accept only, and each Trust Unit Bid Request shall provide that the acceptance of any bid is conditional on the acceptance of, sufficient bids to result in aggregate proceeds from such issue and sale of Trust Units which, together with the cash payments by the TrustTrust in lieu of fractional Trust Units, if any, equal the Interest Obligation on the Trust Unit Delivery Date. (c) The Trust Unit Interest Payment Election Notice shall provide confirmation from the Trust that all applicable regulatory approvals have been obtained and shall also provide for, and all bids shall be subject to, the right of the Trust, by delivering written notice to the agent with a copy to the Debenture Trustee at any time prior to the consummation of such delivery and sale of the Trust Units on the Trust Unit Delivery Date, to withdraw the Trust Unit Interest Payment Election (which shall have the effect of withdrawing each related Trust Unit Bid Request), whereupon the Trust shall be obliged to pay in cash the Interest Obligation in respect of which the Trust Unit Interest Payment Election Notice has been delivered. (d) Any sale of Trust Units pursuant to this Article 11 10 may be made to one or more Persons persons whose bids are solicited, but all such sales with respect to a particular Trust Unit Interest Payment Election shall take place concurrently on the Trust Unit Delivery Date. (e) The amount receivable received by a Debentureholder holder of a Debenture in respect of the Interest Obligation or the entitlement thereto will not be affected by whether or not the Trust elects to satisfy the Interest Obligation pursuant to a Trust Unit Interest Payment Election. (f) The agent Debenture Trustee shall inform the Trust promptly following receipt of any bid or bids for Trust Units solicited pursuant to the Trust Unit Bid Requests. The agent Debenture Trustee shall accept such bid or bids as the Trust, in its absolute discretion, shall direct by Written Direction of the Trust, provided that the aggregate proceeds of all sales of Trust Units resulting from the acceptance of such bids, together with the amount of any cash payment by the TrustTrust in lieu of any fractional Trust Units, on the Trust Unit Delivery Date, must be equal to the related Trust Unit Interest Payment Election Amount in connection with any bids so accepted, and the Trust, the agent Debenture Trustee (if required by the Trust in its absolute discretion) and the applicable bidders shall, not later than the Trust Unit Delivery Date, enter into Trust Unit Purchase Agreements and shall comply with all Applicable Securities Legislation, including the securities rules and regulations of any stock exchange on which the Debentures or Trust Units are then listed. The Trust shall pay all fees and expenses in connection with the Trust Unit Purchase Agreements including the fees and commissions charged by the investment banks, brokers and dealers and the fees and expenses of the agentDebenture Trustee. (g) Provided that that: (i) all conditions specified in each Trust Unit Purchase Agreement to the closing of all sales thereunder have been satisfied, other than the delivery of the Trust Units to be sold thereunder against payment of the purchase price thereof, ; and (ii) the purchasers under each Trust Unit Purchase Agreement shall be ready, willing and able to perform thereunder, in each case on the Trust Unit Delivery Date, the Trust shall, on the Trust Unit Delivery Date, deliver to the agent Debenture Trustee the Trust Units to be sold on such date, an amount in cash equal to the value of any fractional Trust Units and an Officer's ’s Certificate to the effect that all conditions precedent to such sales, including those set forth in this Indenture and in each Trust Unit Purchase Agreement, have been satisfied. Upon such deliveries, the agent Debenture Trustee shall consummate such sales on such Trust Unit Delivery Date by the delivery of the Trust Units to such purchasers against payment to the Debenture Trustee in immediately available funds of the purchase price therefor in an aggregate amount equal to the Trust Unit Interest Payment Election Amount (less any amount attributable to any fractional Trust Units), whereupon the sole right of a Debentureholder holder of Debentures to receive such Debentureholder's holder’s portion of the Trust Unit Interest Payment Election Amount will be to receive the same from the agent Debenture Trustee out of the proceeds of such sales of Trust Units plus any amount received by the agent Debenture Trustee from the Trust attributable to any fractional Trust Units in full satisfaction of the Interest Obligation and the Debentureholder holder will have no further recourse to the Trust in respect of the Interest Obligation. (h) The agent Debenture Trustee shall, on the Trust Unit Delivery Date, use the sale proceeds of the Trust Units (together with any cash received from the TrustTrust in lieu of any fractional Trust Units) to purchase, on the direction of the Trust in writing, Government Obligations which mature prior to the applicable Interest Payment Date and which the agent Debenture Trustee is required to hold until maturity (the "TRUST UNIT PROCEEDS INVESTMENT"“Trust Unit Proceeds Investment”) and shall, on such date, deposit the balance, if any, of such sale proceeds in an account established by the Property Account Trust (and which shall be maintained by and subject to the control of the Debenture Trustee) (the “Interest Account”) for such Debentures. The agent Debenture Trustee shall hold such Trust Unit Proceeds Investment (but not income earned thereon) under its exclusive control in an irrevocable trust for the benefit of the Debentureholdersholders of the Debentures. At least one Business Day prior to the Interest Payment Date, the agent Debenture Trustee shall deposit amounts from the proceeds of the Trust Unit Proceeds Investment in the Property Interest Account to bring the balance of the Property lnterest Account to the Trust Unit Interest Payment Election Amount. On the Interest Payment Date, the agent Debenture Trustee shall pay the funds held in the Property Interest Account to the Debentureholders holders of record of the Debentures on the record date of such Interest Payment Date (less any tax required to be withhelddeducted, if any) and, provided that there is no Event of Default, shall remit amounts, if any, in respect of income earned on the Trust Unit Proceeds Investment lnvestment or otherwise in excess of the Trust Unit Interest Payment Election Amount to the Trust,. (i) Neither the making of a Trust Unit Payment Election nor the consummation of sales of Trust Units on a Trust Unit Delivery Date shall (i) result in the Debentureholders holders of the Debentures not being entitled to receive on the applicable Interest Payment Date cash in an aggregate amount equal to the Interest Obligation payable on such date or (ii) entitle such Debentureholders holders to receive any Trust Units in satisfaction of such Interest Obligation. (j) No fractional Trust Units will be issued in satisfaction of interest but in lieu thereof the Trust will satisfy such fractional interest by a cash payment equal to the Current Market Price market price of such fractional interest (less any tax required to be withhelddeducted, if any).