Envirogold Global Limited - Capital/Financing Update 2021

Execution Version

COGECO COMMUNICATIONS INC.

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EACH GUARANTOR LISTED ON THE SIGNATURE PAGES HERETO

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COMPUTERSHARE TRUST COMPANY OF CANADA

Trust Indenture

providing for the issue of senior secured notes from time to time

Dated as of September 20, 2021

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	Page
ARTICLE 1	INTERPRETATION ............................................................................................................ 1
1.1	Definitions ........................................................................................................................ 1
1.2	Meaning of "outstanding" for Certain Purposes ............................................................ 16
1.3	Interpretation Not Affected by Headings ....................................................................... 17
1.4	Extended Meanings ....................................................................................................... 17
1.5	Day Not a Business Day................................................................................................ 17
1.6	Currency ........................................................................................................................ 17
1.7	Conversion of Currency ................................................................................................. 17
1.8	Statutes .......................................................................................................................... 18
1.9	Invalidity of Provisions ................................................................................................... 18
1.10	Governing Law ............................................................................................................ 18
1.11	Language .................................................................................................................... 18
1.12	Calculations ................................................................................................................. 18
1.13	Certificates and Opinion .............................................................................................. 18
1.14	Benefits of Indenture ................................................................................................... 19
1.15	GAAP .......................................................................................................................... 19
ARTICLE 2	THE NOTES ..................................................................................................................... 19
2.1	Limit of Issue.................................................................................................................. 19
2.2	Issuance in Series ......................................................................................................... 19
2.3	Form of Notes ................................................................................................................ 20
2.4	Notes to Rank Equally ................................................................................................... 20
2.5	Book Entry Only Notes .................................................................................................. 21
2.6	Signatures on Notes ...................................................................................................... 22
2.7	Certification .................................................................................................................... 22
2.8	Payments of Principal, Interest and Premium ............................................................... 23
2.9	Issue of Substitutional Notes ......................................................................................... 25
2.10	Option of Holder as to Place of Payment ................................................................... 26
2.11	Record of Payment ..................................................................................................... 26
2.12	Surrender for Cancellation .......................................................................................... 26
2.13	Right to Receive Indenture ......................................................................................... 26
ARTICLE 3	REGISTRATION, TRANSFER, EXCHANGE AND OWNERSHIP OF NOTES.............. 26
3.1	Registers ........................................................................................................................ 26
3.2	Transfers of Notes ......................................................................................................... 27
3.3	Restrictions on Transfer of Global Notes ...................................................................... 27
3.4	Registration of Transfer or Exchange ........................................................................... 28
3.5	Closing of Registers ...................................................................................................... 28
3.6	Exchange of Notes ........................................................................................................ 28
3.7	Ownership and Entitlement to Payment ........................................................................ 29
3.8	Evidence of Ownership.................................................................................................. 29
3.9	No Notice of Trusts ........................................................................................................ 29
3.10	Charges for Transfer and Exchange ........................................................................... 30
3.11	Issuer and Trustee Not Liable in Respect of Depository Participants ........................ 30
ARTICLE 4	ISSUE, CERTIFICATION AND DELIVERY OF NOTES AND ADDITIONAL
	NOTES .......................................................................................................................... 31
4.1	Issue, Certification and Delivery of Notes and Additional Notes .................................. 31
4.2	No Notes or Additional Notes to be Certified during Event of Default .......................... 31
ARTICLE 5	REDEMPTION AND PURCHASE OF NOTES ............................................................... 31
5.1	General .......................................................................................................................... 31

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(continued)

5.2	Partial Redemption of Notes ......................................................................................... 31
5.3	Notice of Redemption .................................................................................................... 32
5.4	Notes Due on Redemption Dates ................................................................................. 33
5.5	Failure to Surrender Notes Called for Redemption ....................................................... 33
5.6	Purchase of Notes ......................................................................................................... 33
5.7	Cancellation of Notes .................................................................................................... 34
ARTICLE 6	GUARANTEES ................................................................................................................ 34
6.1	Guarantee ...................................................................................................................... 34
6.2	Guarantee Absolute ....................................................................................................... 34
6.3	Dealing with Obligations ................................................................................................ 35
6.4	Indemnity ....................................................................................................................... 36
6.5	Continuing Guarantee ................................................................................................... 36
6.6	Stay of Acceleration, etc. ............................................................................................... 37
6.7	Subrogation ................................................................................................................... 37
6.8	Bankruptcy ..................................................................................................................... 37
6.9	No Set-Off, etc. .............................................................................................................. 38
6.10	Interest ........................................................................................................................ 38
6.11	Waiver of Notice .......................................................................................................... 38
6.12	Enforcing Rights Against A Guarantor ........................................................................ 38
6.13	Rights Not Exhaustive ................................................................................................. 39
6.14	Delivery and Completeness of Guarantee .................................................................. 39
6.15	Additional Security ...................................................................................................... 39
6.16	Guarantee Limits ......................................................................................................... 39
ARTICLE 7	COVENANTS OF THE ISSUER ...................................................................................... 39
7.1	Positive Covenants ........................................................................................................ 39
7.2	Negative Covenants ...................................................................................................... 43
7.3	Office for Notices, Payments and Registration of Transfer, etc. ................................... 45
7.4	Not to Extend Time for Payment of Interest .................................................................. 45
7.5	Performance of Covenants by Trustee ......................................................................... 46
ARTICLE 8	SECURITY ....................................................................................................................... 46
8.1	Security .......................................................................................................................... 46
8.2	Further Assurances ....................................................................................................... 46
8.3	Registration .................................................................................................................... 47
8.4	Release of Noteholders' Collateral Bond ...................................................................... 47
8.5	Partial Discharges of Noteholders' Collateral Bond Security ........................................ 48
8.6	Trustee Consent to Issue of Collateral Bonds .............................................................. 48
8.7	Guarantees .................................................................................................................... 49
8.8	Additional Security ......................................................................................................... 49
ARTICLE 9	DEFAULT AND ENFORCEMENT OR CHANGE OF CONTROL .................................. 50
9.1	Events of Default ........................................................................................................... 50
9.2	Notice of Event of Default .............................................................................................. 52
9.3	Acceleration ................................................................................................................... 52
9.4	Waiver of Event of Default ............................................................................................. 52
9.5	Enforcement by the Trustee .......................................................................................... 53
9.6	Suits by Noteholders ..................................................................................................... 54
9.7	Application of Money ..................................................................................................... 54
9.8	Distribution of Proceeds ................................................................................................ 55

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Page

(continued)

9.9	Remedies Cumulative ................................................................................................... 55
9.10	Judgment Against the Issuer ...................................................................................... 55
9.11	Immunity of Officers and Others ................................................................................. 56
9.12	Offer to Purchase Notes upon Change of Control ...................................................... 56
ARTICLE 10	CANCELLATION, DISCHARGE AND DEFEASANCE ................................................ 58
10.1	Cancellation ................................................................................................................ 58
10.2	Non-Presentation of Notes .......................................................................................... 58
10.3	Paying Agent and Trustee to Repay Monies Held ..................................................... 58
10.4	Repayment of Unclaimed Money ................................................................................ 59
10.5	Satisfaction and Discharge ......................................................................................... 59
10.6	Defeasance ................................................................................................................. 59
ARTICLE 11	MEETINGS OF NOTEHOLDERS .................................................................................. 61
11.1	Right to Convene Meetings......................................................................................... 61
11.2	Notice of Meetings ...................................................................................................... 61
11.3	Chair ............................................................................................................................ 61
11.4	Quorum ....................................................................................................................... 61
11.5	Power to Adjourn ......................................................................................................... 62
11.6	Show of Hands ............................................................................................................ 62
11.7	Poll .............................................................................................................................. 62
11.8	Voting .......................................................................................................................... 62
11.9	Regulations ................................................................................................................. 63
11.10	Issuer and Trustee May Be Represented ................................................................... 63
11.11	Powers Exercisable by Noteholders ........................................................................... 63
11.12	Meaning of Ordinary Resolution ................................................................................. 65
11.13	Meaning of Extraordinary Resolution .......................................................................... 65
11.14	Without Consent .......................................................................................................... 66
11.15	Powers Cumulative ..................................................................................................... 66
11.16	Minutes ........................................................................................................................ 67
11.17	Instruments in Writing ................................................................................................. 67
11.18	Binding Effect of Resolutions ...................................................................................... 67
11.19	Serial Meetings ........................................................................................................... 67
11.20	Record Date for Requests, Demands, Etc. ................................................................ 68
ARTICLE 12	NOTICES ....................................................................................................................... 68
12.1	Notice to the Issuer ..................................................................................................... 68
12.2	Notice to Noteholders ................................................................................................. 69
12.3	Notice to the Trustee ................................................................................................... 69
12.4	When Publication Not Required .................................................................................. 69
12.5	Waiver of Notice .......................................................................................................... 70
ARTICLE 13	CONCERNING THE TRUSTEE .................................................................................... 70
13.1	Indenture Legislation ................................................................................................... 70
13.2	Certain Duties and Responsibilities of Trustee ........................................................... 70
13.3	Execution of Inter-Lender Agreements ....................................................................... 71
13.4	No Conflict of Interest ................................................................................................. 71
13.5	Conditions Precedent to Trustee's Obligation to Act .................................................. 72
13.6	Replacement of Trustee .............................................................................................. 72
13.7	Trustee May Deal in Notes ......................................................................................... 73
13.8	No Person Dealing with Trustee Need Inquire ........................................................... 73

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TABLE OF CONTENTS (continued)

Page

13.9 Deposit of Money Held by Trustee ............................................................................. 73
13.10 Trustee Not Required to Give Security ....................................................................... 74
13.11 Trustee Not Required to Possess Notes .................................................................... 74
13.12 Certain Rights of Trustee ............................................................................................ 74
13.13 Merger, Consolidation or Succession to Business ..................................................... 75
13.14 Action by Trustee to Protect Interests......................................................................... 75
13.15 Protection of Trustee ................................................................................................... 75
13.16 Authority to Carry on Business ................................................................................... 77
13.17 Trustee and Issuer Not Liable in Respect of Depository ............................................ 77
13.18 Global Notes ............................................................................................................... 78
13.19 Trustee Appointed Attorney ........................................................................................ 78
13.20 Acceptance of Trusts .................................................................................................. 78
13.21 Representation regarding Third Party Interests.......................................................... 79
13.22 Anti-Money Laundering ............................................................................................... 79
13.23 Experts, Advisers and Agents ..................................................................................... 79
13.24 Privacy Laws ............................................................................................................... 79
13.25 Currently Not Filing ..................................................................................................... 80
13.26 Trust Provisions .......................................................................................................... 80
ARTICLE 14 SUPPLEMENTAL INDENTURES ................................................................................. 81
14.1 Form of Consent ......................................................................................................... 81
14.2 Notice of Amendments ................................................................................................ 81
14.3 Supplemental Indentures ............................................................................................ 81
14.4 Effect of Supplemental Indentures .............................................................................. 82
ARTICLE 15 EVIDENCE OF RIGHTS OF NOTEHOLDERS ............................................................. 82
15.1 Evidence of Rights of Noteholders ............................................................................. 82
ARTICLE 16 EXECUTION AND FORMAL DATE .............................................................................. 83
16.1 Counterpart Execution ................................................................................................ 83
16.2 Formal Date ................................................................................................................ 83
SCHEDULE "A" GLOBAL NOTE LEGEND ......................................................................................... 1
SCHEDULE "B" PERMITTED LIENS................................................................................................... 1
SCHEDULE "C" APPROVED BANKS ................................................................................................. 1
SCHEDULE "D" FORM OF GUARANTEE .......................................................................................... 2
SCHEDULE "E" REQUIRED ATTRIBUTES OF CERTAIN SUBORDINATED
INDEBTEDNESS ............................................................................................................ 2

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TRUST INDENTURE

THIS TRUST INDENTURE (the “ Indenture ”) is made as of the 20[th] day of September, 2021.

BETWEEN:

COGECO COMMUNICATIONS INC. , a corporation created and existing under the laws of Canada (the " Issuer ")

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EACH GUARANTOR listed on the signature pages hereto (each, individually, a “ Guarantor ”)

and -

COMPUTERSHARE TRUST COMPANY OF CANADA , a trust company existing under the laws of Canada (the " Trustee ")

WHEREAS , the Issuer wishes to create and issue senior secured notes in the manner provided in this Indenture.

AND WHEREAS , the Issuer, under the laws relating thereto, is duly authorized to create and issue the senior secured notes to be issued as herein provided.

AND WHEREAS , all necessary resolutions of the directors of the Issuer have been duly passed and other proceedings taken and conditions complied with to make the creation and issue of the senior secured notes proposed to be issued hereunder and this Indenture and the execution thereof legal, valid and binding on the Issuer in accordance with the laws relating to the Issuer.

AND WHEREAS , each Guarantor listed on the signature pages hereto wishes to guarantee the Notes in the manner provided in this Indenture.

AND WHEREAS , the foregoing recitals are made as representations and statements of fact by the Issuer and the Guarantors and not by the Trustee.

NOW THEREFORE THIS TRUST INDENTURE WITNESSES , and it is hereby covenanted, agreed and declared as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

In this Indenture and in the Notes, unless there is something in the subject matter or context inconsistent therewith, the following expressions shall have the respective meanings indicated:

“ 2009 Debenture Trust Indenture ” means the trust indenture dated as of June 9, 2009 among the Issuer, certain Subsidiaries, and the 2009 Debenture Trustee, as supplemented by the first supplemental trust indenture dated as of November 16, 2010, the second supplemental trust indenture dated as of February 14, 2012 and by the third supplemental trust indenture dated

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as of May 27, 2013, and as it may further be amended, restated, supplemented or otherwise modified from time to time.

“ 2009 Debenture Trustee ” means Computershare Trust Company of Canada, as trustee for the holders from time to time of the 2009 Debentures.

“ 2009 Debentures ” means, collectively, (i) the 4.925% senior secured debentures Series “3”, due February 14, 2022 issued by the Issuer under the 2009 Debenture Trust Indenture, (ii) the 4.175% senior secured debentures Series “4” due May 26, 2023 issued by the Issuer under the 2009 Debenture Trust Indenture, and (iii) any future senior secured debentures to be issued by the Issuer from time to time under the 2009 Debenture Trust Indenture.

“ 2013 Note Purchase Agreement ” means the note purchase agreement dated as of June 27, 2013 among the Issuer and the holders of 2013 Notes party thereto from time to time, as amended, restated, supplemented or otherwise modified from time to time.

“ 2013 Note Trustee ” means Computershare Trust Company of Canada, in its capacity as trustee for the holders from time to time of the 2013 Notes, and any successor trustee thereto in such capacity.

“ 2013 Notes ” means the U.S.$215,000,000 4.30% senior secured notes due June 16, 2025

issued by the Issuer under the 2013 Note Purchase Agreement.

“ 2014 Note Purchase Agreement ” means the note purchase agreement dated as of August 27, 2014 among the Issuer and the holders of 2014 Notes party thereto from time to time, as amended, restated, supplemented or otherwise modified from time to time.

“ 2014 Note Trustee ” means Computershare Trust Company of Canada, in its capacity as trustee for the holders from time to time of the 2014 Notes, and any successor trustee thereto in such capacity.

" 2014 Notes " means, collectively, (i) the U.S.$25,000,000 4.14% senior secured notes Series A due September 1, 2024, and (ii) the U.S.$150,000,000 4.29% senior secured notes Series B due September 1, 2026, issued by the Issuer under the 2014 Note Purchase Agreement.

" Acquired Acquisition Indebtedness " means any Indebtedness for borrowed money of a Person existing at the time that such Person becomes a Designated Subsidiary of the Issuer, provided that, (a) such Indebtedness was incurred for the purpose of paying directly or indirectly to the seller or sellers of the equity of such Person, in connection with or in contemplation of the sale thereof to the Issuer or its applicable Designated Subsidiary, a dividend or other distribution, the full amount of which reduced the purchase price for the equity of such Person that would otherwise have been payable by the Issuer or its applicable Designated Subsidiary; and (b) no Default or Event of Default exists at the time that such Person becomes a Subsidiary of the Issuer or would be created as a result thereof.

" Acquired Indebtedness " means any Indebtedness of a Person existing at the time that such Person becomes a Designated Subsidiary, provided that, (a) if such Indebtedness is not Acquired Acquisition Indebtedness, it was not incurred in connection with or in contemplation of such Person becoming a Designated Subsidiary; and (b) no Default or Event of Default exists at the time that such Person becomes a Designated Subsidiary or would be created as a result thereof.

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" Additional Notes " means the Notes of any one or more Series, other than the initial issuance of Notes of each such Series.

" Adjusted Consolidated Basis " shall mean, when used in connection with the determination of specific financial information of the Issuer and its Designated Subsidiaries, such determination made on a consolidated basis without taking into account and excluding therefrom the consolidated financial information of the Excluded Subsidiaries.

" Affiliate " or " affiliate " means with respect to any Person, any other Person which, directly or indirectly, controls or is controlled by, or is under common control with, such Person, and for the purposes of this definition, " control " (including, with correlative meanings, the terms " controlled by " and " under common control with "), as used with respect to any Person, shall have the meaning set out in Section 2(3) of the Canada Business Corporations Act , provided that the expression " body corporate " used therein shall be interpreted as including non-corporate entities such as partnerships and limited partnerships.

“ Agent Bank ” means Canadian Imperial Bank of Commerce, as administrative agent under the Syndicated Credit Agreement, and any successor thereto in such capacity.

“ Alternate Offer ” has the meaning ascribed thereto in Section 9.12(m).

" Authorized Investment " means short-term interest bearing or discount debt obligations issued or guaranteed by the Government of Canada or a Province of Canada or a Canadian chartered bank (which may include an affiliate or related party of the Trustee, for the purpose of this definition).

" Board of Directors " means, with respect to any Person, (a) in the case of any corporation, the board of directors of such Person and (b) in any other case, the functional equivalent of the foregoing or, in each case, other than for purposes of the definition of "Change of Control," any duly authorized committee of such body.

" Bond Delivery Agreement " means the bond delivery agreement made by the Issuer in favour of the Trustee and pursuant to which the Noteholders' Collateral Bond has been pledged and delivered to the Trustee, as amended, restated, supplemented or otherwise modified from time to time.

" Bond Obligations " has the meaning ascribed thereto in Section 8.1.

" Book Entry Only Notes " means Notes of a Series which, in accordance with (and subject to) the terms applicable to such Series, are to be held only by or on behalf of the Depository.

" Business Day " means a day other than a Saturday, Sunday or other day on which banking institutions in Montréal, Québec or Toronto, Ontario are authorized or required by law to close.

" Canadian GAAP " means generally accepted accounting principles in effect from time to time in Canada, including IFRS, applicable to the relevant period and applied in a consistent manner from period to period during such time.

" Canadian Government Obligations " means direct non-callable obligations of, or guaranteed by, Canada for the payment of which guarantee or obligations the full faith and credit of Canada is pledged.

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" Canadian Subsidiary " means any Subsidiary organized under the laws of Canada or any province or other political subdivision thereof.

" Capitalized Lease Obligation " means, for any Person, any payment obligation of such Person under an agreement for the lease or rental of or right to use property that, in accordance with GAAP, is required to be classified and accounted for as a lease obligation on the balance sheet of such Person. For the purpose of this definition, the amount of such obligation shall be the amount thereof determined in accordance with GAAP.

" CDS " means CDS Clearing and Depository Services Inc. and its successors.

" Central Register " has the meaning ascribed to such term in Section 3.1.

" Certificate of the Issuer ", " Order of the Issuer " and " Request of the Issuer " mean, respectively, a written certificate, order and request signed in the name of the Issuer by any one Officer on behalf of the Issuer.

" Certified Resolution " means a copy of a resolution certified by an Officer to have been duly passed by the Issuer Board and to be in full force and effect on the date of such certification.

" Change of Control " means if

(i) either (a) Cogeco Inc. ceases to control the Issuer or (b) the Audet family ceases to control Cogeco Inc.; “control” in each case having the meaning ascribed thereto in the Canada Business Corporations Act in effect on the Issue Date;
(ii) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger, amalgamation or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Issuer and the Designated Subsidiaries, taken as a whole, to any Person; or

(iii) the adoption by the shareholders of the Issuer of a Plan of Liquidation.

For purposes of this definition, a Person shall not be deemed to have beneficial ownership of Securities subject to a share purchase agreement, amalgamation agreement or similar agreement until the consummation of the transactions contemplated by such agreement.

Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control under clause (i) above if (a) the Issuer becomes a direct or indirect wholly owned Subsidiary of a holding company and (b)(i) the direct or indirect holders of the Voting Shares of such holding company immediately following that transaction are substantially the same as the holders of the Issuer's Voting Shares immediately prior to that transaction, or (ii) immediately following that transaction, members of the Audet family beneficially own (with beneficial ownership being defined in accordance with Section 1.8 of National Instrument 62-104 – TakeOver Bids and Issuer Bids ), or control, directly or indirectly, Voting Shares representing 50% or more of the voting power of the total outstanding Voting Shares of such holding company.

" Change of Control Offer " has the meaning ascribed to such term in Section 9.12.

" Change of Control Payment Date " has the meaning ascribed to such term in Section 9.12.

" Change of Control Purchase Price " has the meaning ascribed to such term in Section 9.12.

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" Change of Control Triggering Event " means the occurrence of both a Change of Control and, so long as the Notes are rated, a Ratings Event. In addition, if an event or a series of events occur under any other note purchase agreement, trust indenture or other agreement relating to the issuance of debt instruments by the Issuer (but excluding, for clarity, the Syndicated Credit Agreement), in each case secured by a Collateral Bond issued under the Collateral Bond Indenture and so long as debt instruments remain outstanding thereunder, and that would be qualified under such agreements as constituting a Change of Control Triggering Event (as such term or equivalent term(s) is defined under the relevant agreement), then a Change of Control Triggering Event shall be deemed to have occurred hereunder.

" Civil Code " refers to the Civil Code of Québec, as amended from time to time.

" Collateral Bond " means any bond issued under the Collateral Bond Indenture.

" Collateral Bond Documents " means, collectively, the Noteholders’ Collateral Bond and the Bond Delivery Agreement.

" Collateral Bond Indenture " means the trust indenture dated as of November 14, 1996 between the Issuer and the Collateral Trustee, as amended, restated, supplemented, replaced or otherwise modified from time to time.

" Collateral Bond Indenture Security Documents " means the Collateral Bond Indenture and the Security Documents, as such term is defined in the Collateral Bond Indenture.

" Collateral Bond Release Time " means the time at which the Noteholders' Collateral Bond has been released by the Trustee pursuant to Section 8.4 and all of the other conditions specified in such Section 8.4 have been satisfied.

" Collateral Bondholders " means the holders of Collateral Bonds from time to time.

" Collateral Trustee " means Computershare Trust Company of Canada, as successor to National Bank Trust Inc., formerly General Trust of Canada, as trustee under the Collateral Bond Indenture and any successor trustee thereto in such capacity.

" Common Shares " means with respect to any Person, any and all shares, interest or other participations in, and other equivalents (however designated and whether voting or non-voting) of such Person's common shares whether or not outstanding on the Issue Date, and includes, without limitation, all series and classes of such common shares in the capital of such Person.

" Compliance Certificate " means a Certificate of the Issuer substantially in the form attached hereto as Exhibit 7.1(n) certifying that after reasonable investigation and inquiry the Issuer has complied with all covenants, conditions or other requirements contained in this Indenture, the non-compliance of which would, with the giving of notice, lapse of time or otherwise, constitute an Event of Default hereunder, or, if such is not the case, setting forth with reasonable particulars the circumstances of any failure to comply and steps taken or proposed to be taken to eliminate such circumstances and remedy such Event of Default, as the case may be.

" Contingent Obligation " means, as to any Person, any obligation of such Person guaranteeing or in effect guaranteeing any Indebtedness or other monetary obligations (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person as an account party in respect of a letter of credit issued to assure payment by the primary obligor of any

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such primary obligation and any obligation of such Person, whether or not contingent (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (c) to purchase property, securities or services primarily for the purpose of assuring the obligee under any such primary obligation of the ability of the primary obligor to make payment of such primary obligation, or (d) otherwise to assure or hold harmless or indemnify the obligee under such primary obligation against loss in respect thereof; provided that the term Contingent Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. For greater certainty, the amount of any Contingent Obligation at any time shall be the amount at such time of the primary obligations to which such Contingent Obligation relates.

" Corporate Trust Office " means the corporate trust office of the Trustee in the Province of Québec at which, at any particular time, its corporate trust business related to this Indenture shall be administered, which office, at the date hereof, is located at 1500 Robert-Bourassa Blvd., 7th Floor, Montreal, QC H3A 32T.

" Counsel " means a legal counsel or law firm (who may be counsel for the Issuer) retained by the Trustee or retained by the Issuer and acceptable to the Trustee, acting reasonably.

" Crown " means the federal government of Canada and the government of any of its provinces and territories.

" CRTC " means the Canadian Radio-Television and Telecommunications Commission and any successor agency or instrumentality thereto from time to time having regulatory authority over the telecommunications business or affairs of the Issuer or any of its Subsidiaries.

" DBRS " means DBRS Limited (DBRS Morningstar) and its successors.

" Default " means (a) any Event of Default or (b) any event, act or condition that, after notice or the passage of time or both, would be an Event of Default.

" Depository " means, with respect to the Notes issuable or issued in the form of one or more Global Notes, the Person designated as depository by the Issuer pursuant to this Indenture until a successor depository shall have become such pursuant to the applicable provisions of this Indenture, and thereafter " Depository " shall mean each Person who is then a depository under this Indenture.

" Designated Rating Organization " means a "designated rating organization" within the meaning of National Instrument – 25-101 Designated Rating Organizations .

" Designated Subsidiary " means any Subsidiary of the Issuer other than an Excluded Subsidiary, provided that each direct and indirect parent of a Designated Subsidiary must be the Issuer or another Designated Subsidiary.

" Environmental Laws " means all laws and regulations relating in any way to the environment, preservation or reclamation of natural resources, the generation, use, handling, collection, treatment, storage, transportation, recovery, recycling, release, threatened release or disposal of any hazardous material, or to health and safety matters, and all permits, licenses, authorizations or similar approvals issued by a Governmental Authority pursuant to such laws and regulations.

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" Equity Interests " of any Person means (a) any and all shares or other equity interests (including Common Shares, preferred shares, limited liability company interests, trust units and partnership interests) in such Person, and (b) all rights to purchase, warrants or options (whether or not currently exercisable), participations or other equivalents of or interests in (however designated) such shares or other interests in such Person, but excluding from all of the foregoing any debt securities convertible into Equity Interests, regardless of whether such debt securities include any right of participation with Equity Interests.

" Excluded Subsidiary " means, at any time, (a) each Subsidiary other than a Canadian Subsidiary so long as, at such time, such Subsidiary’s direct or indirect guarantee and/or security in respect of Senior Indebtedness has been released in accordance with Section 8.7(b) and (b) each Non Wholly-Owned Subsidiary so long as such Subsidiary has not incurred, assumed or guaranteed any other Senior Indebtedness.

" Event of Default " means any of the events or circumstances specified in Section 9.1.

" Extraordinary Resolution " has the meaning ascribed to such term in Section 11.13.

" Fiscal Quarter " means any fiscal quarter of the Issuer.

" Fiscal Year " means any fiscal year of the Issuer.

" Fitch " means Fitch Ratings Inc., a jointly-owned subsidiary of Fimalac, S.A. and the Hearst Corporation, and its successors.

" Future Inter-Lender Agreement " means any inter-lender agreement (other than the InterLender Agreement) entered into by the Trustee in connection with the Notes and this Indenture, and a copy of which shall be delivered to each Noteholder, in accordance with Section 13.3.

" GAAP " means Canadian GAAP (provided that with respect to any Excluded Subsidiary, GAAP shall mean generally accepted accounting principles as in effect from time to time in the country of organization of such Excluded Subsidiary or IFRS).

" Global Note or Notes " means a Note or Notes representing the aggregate principal amount of a Series of Notes held by or on behalf of the Depository.

" Governmental Authority " means the Government of Canada, any other nation or any political subdivision thereof, whether provincial, state, territorial or local, and any agency, authority, instrumentality, regulatory body, court, central bank, fiscal or monetary authority or other authority regulating financial institutions, and any other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

" Guarantee " means, individually, any guarantee of payment of the Notes provided by a Guarantor pursuant to the terms of this Indenture and any supplemental indenture thereto, and, collectively, all such guarantees.

" Guarantor " means Cogeco Connexion Inc., 12266181 Canada Inc., Elite General Partnership and Cogeco Connexion Fibre GP Inc. and any Designated Subsidiary of the Issuer which from time to time provides a Guarantee under this Indenture pursuant to Section 8.7(a), but subject to the release provisions set forth in Section 8.7(b).

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" Guarantors' Liabilities " has the meaning ascribed thereto in Section 6.2.

" IFRS " means the International Financial Reporting Standards, namely the standards, interpretations and the framework for the preparation and presentation of financial statements (in the absence of a standard or an interpretation) adopted by the International Accounting Standards Board (IASB).

" Indebtedness " means, for any Person at any time, without duplication, (a) any obligation of such Person in respect of borrowed money or for the deferred purchase price of property or services (excluding trade payables and other accrued current liabilities in the normal course of business, all determined in accordance with GAAP) or a monetary obligation of such Person which is evidenced by a note, bond, debenture or other similar instrument (provided that if any such obligation in respect of borrowed money or monetary obligation evidenced by a note, bond, debenture or similar instrument may in all circumstances, including for greater certainty at the option of the obligor thereof, be completely satisfied by such obligor otherwise than by the payment of cash, such obligation shall not be included as Indebtedness to the extent that such obligation would be classified as equity in accordance with GAAP), (b) any transfer with recourse or with an obligation to repurchase, to the extent of the liability of such Person with respect thereto, (c) any amount secured by any Lien on any property owned by such Person, to the extent attributable to such Person’s interest in such property, even though such Person has not assumed or become liable for the payment thereof, (d) any Capitalized Lease Obligation, (e) any Contingent Obligation, (f) any monetary obligation arising in connection with an acceptance facility or letter of credit issued for the account of such Person, and (g) any obligation of such Person to purchase or redeem any share at the option of the holder thereof or upon any event not solely within the control of such Person.

" Interest Payment Date " means, for each Series of interest-bearing Notes, a date on which interest is due and payable in accordance with the terms pertaining to such Series.

" Inter-Lender Agreement " means the agreement dated the date hereof entered into among the Issuer, the Trustee, the Collateral Trustee, the Agent Bank, the 2009 Debenture Trustee, the 2013 Note Trustee and the 2014 Note Trustee, as amended, restated, supplemented or otherwise modified from time to time.

" Internal Procedures " means in respect of the making of any one or more entries to, changes, in or deletions of any one or more entries in, the Register at any time (including without limitation, registration of original issuance, exchange or transfer of ownership) the Trustee's applicable internal operating procedures customary at such time for the entry, change or deletion made to be complete under the operating procedures followed at the time by the Trustee.

" Investment Grade Rating " means a rating equal to, or higher than, BBB (low) by DBRS (or the equivalent of any successor rating category of DBRS), Baa3 by Moody’s (or the equivalent of any successor rating category of Moody’s), BBB- by S&P (or the equivalent of any successor rating category of S&P), or BBB- by Fitch (or the equivalent of any successor rating category of Fitch) or, if any such agency ceases to rate the Notes, the corresponding credit rating from any other Designated Rating Organization.

“Investment Grade Threshold ” the date upon which the Issuer has obtained from at least one Designated Rating Organization, or at least one Designated Rating Organization has otherwise provided, a current rating of all of the Notes on an unsecured basis, and no such rating is then less than an Investment Grade Rating (all as evidenced by an Officer's Certificate delivered to the Trustee and attaching copies of all such rating advices then known to the

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Issuer), provided that if there are two different rating levels applicable to the Notes from different Designated Rating Organizations, the lower rating level shall be determinative and if there are more than two rating levels applicable to the Notes from different Designated Rating Organizations and two or more of such ratings are less than an Investment Grade Rating, for purposes of this definition, the rating applicable to such Indebtedness shall be deemed to be less than an Investment Grade Rating.

" Issue Date " means the date on which Notes are originally issued under this Indenture.

" Issuer " means Cogeco Communications Inc., a corporation existing under the federal laws of Canada, and any successor Person resulting from any transaction permitted by the covenant described under Subsection 7.2(b).

" Issuer Board " means the Board of Directors of the Issuer or, whenever duly empowered by a resolution of the directors of the Issuer, a committee of the Board of Directors of the Issuer, and reference to action by the Issuer Board means action by the Board of Directors of the Issuer or action by any such committee, in each case, on behalf of the Issuer.

" Law " means (a) any domestic or foreign statute, law (including common and civil law), treaty, code, ordinance, rule, regulation, restriction or by-law (zoning or otherwise); (b) any judgement, order, writ, injunction, decision, ruling, decree or award; (c) any regulatory policy, practice, guideline or directive; or (d) any franchise, licence, qualification, authorization, consent, exemption, waiver, right, permit or other approval of any Governmental Authority, binding on or affecting the Person referred to in the context in which the term is used or binding on or affecting the property of such Person, in each case whether or not having the force of law.

" Lien " means any mortgage, charge, pledge, hypothecation, lien (statutory or otherwise), security interest or other encumbrance of any nature however arising, or any other security agreement or arrangement creating in favour of any creditor a right in respect of a particular asset that is prior to the right of any other creditor in respect of such asset.

" Liquidation Proceeding " has the meaning ascribed thereto in Section 6.8.

" Material " means material in relation to the business, operations, affairs, financial condition, assets or properties of the Issuer and its Designated Subsidiaries taken as a whole.

" Material Adverse Effect " means a material adverse effect on (a) the business, operations, affairs, financial condition, assets or properties of the Issuer and its Designated Subsidiaries taken as a whole, (b) the ability of the Issuer or any Designated Subsidiary to perform any material obligations under the Transaction Documents or (c) the validity or enforceability of any of the Transaction Documents.

" Maturity Date " means with respect to any Note, the date on which the principal of such Note becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.

" Moody’s " means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Non Wholly-Owned Subsidiary” means a Subsidiary that is not a Wholly-Owned Subsidiary.

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" Noteholders " or " holders " means any registered holder, from time to time, of the Notes.

“Noteholders' Collateral Bond” has the meaning ascribed thereto in Section 8.1.

" Noteholders' Request " means, in respect of a particular Series, an instrument signed in one or more counterparts by Noteholders holding not less than 25% of the aggregate principal amount of the outstanding Notes of such Series or, in respect of all Notes, an instrument signed in one or more counterparts by Noteholders holding not less than 25% of the aggregate principal amount of all outstanding Notes, in each case requesting or directing the Trustee to take or refrain from taking the action or proceeding specified therein.

" Notes " means senior secured notes of the Issuer issued pursuant to this Indenture and, for greater certainty, includes any Additional Notes.

" Obligations " has the meaning ascribed thereto in Section 8.1.

" Offering Memorandum " means the offering memorandum of the Issuer dated September 13, 2021 in respect of the offering of the Notes (or the offering memorandum in respect of the offering of any Additional Notes, as applicable).

" Officer " means any individual who holds one or more of the offices of Chief Executive Officer, Chief Financial Officer, Chief Legal Officer, Secretary, Treasurer, any Vice President, any other officer of the Issuer or a Guarantor customarily performing functions similar to those performed by any of the above designated officers or any person nominated by the Board of Directors of the Issuer.

" Officer's Certificate " means a certificate signed by one Officer.

" Opinion of Counsel " means a written opinion from legal counsel acceptable to the Trustee, acting reasonably; provided that the counsel may be an employee of or counsel to the Issuer.

" Ordinary Resolution " has the meaning ascribed to such term in Section 11.12.

" Paying Agent " means a Person authorized by the Issuer to pay the principal, Premium or interest payable in respect of any Notes on behalf of the Issuer, and may include the Issuer and the Trustee.

" Payment Default " has the meaning ascribed to such term in Subsection 9.1(e).

" Permitted Liens " means, at any time, the following:

(a) Liens for Taxes, assessment or governmental levies not yet due or which are being contested if adequate reserves with respect thereto are maintained in accordance with GAAP, so long as the same do not involve any imminent danger of the sale, forfeiture or loss of any of the material property of the Issuer and its Designated Subsidiaries or any interest therein;
(b) undetermined or inchoate Liens arising in the ordinary course of business, a claim for which has not been filed or registered pursuant to law or of which notice shall not have been given or become known to the Issuer or its Designated Subsidiaries or the Trustee;

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(c) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other similar Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith by appropriate proceedings promptly initiated and diligently conducted;
(d) easements, rights-of-way, restrictions and other similar encumbrances which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Issuer or its Designated Subsidiaries;
(e) statutory Liens incurred or deposits made in the ordinary course of business of the Issuer or any of its Designated Subsidiaries in connection with worker's compensation, unemployment insurance and other social security legislation;
(f) the reservations and exceptions contained in, or implied by statute in, the original disposition from the Crown and grants made by the Crown of interests so reserved or excepted;
(g) Liens given to a public utility or similar operating authority when ordinarily required as part of the normal operating practices of such utility or operating authority only to the extent that the same provide security to such utility or operating authority for payments required to be made by the Issuer or its Designated Subsidiaries in the ordinary course of business for services provided to the Issuer or its Designated Subsidiaries by such utility or operating authority in the normal course of its business;
(h) Liens that are created to secure directly or indirectly the Senior Indebtedness (including, without limitation, the Indebtedness evidenced by the Notes and this Indenture) (so long as the requirements of Section 8.2 are satisfied) owed to Persons other than Primary Affiliates of the Issuer;
(i) any (i) Lien on any property of a Person existing at the time that any such Person becomes a Subsidiary of the Issuer, to secure any Acquired Indebtedness of such Person, provided that no such Lien affects any present or after acquired property of any of the Issuer and its other Designated Subsidiaries, and provided further that no such Lien securing Acquired Acquisition Indebtedness shall be permitted to exist beyond a 90-day period immediately following the acquisition of the Designated Subsidiary that is the obligor of such Acquired Acquisition Indebtedness and the obtaining of any necessary final approval of the CRTC with respect to such acquisition, and (ii) Lien on any specifically identified property existing at the time that such property is acquired by the Issuer or any of its Designated Subsidiaries (which is or will become a Guarantor), provided that no such Lien was created in connection with or in contemplation of such acquisition;
(j) Liens to secure Purchase Money Obligations in an aggregate amount not exceeding at any time 10% of the Value of all property of the Issuer and its Designated Subsidiaries at such time, provided that no such Lien shall affect any property other than the property or improvement financed by the related Purchase Money Obligation;
(k) Liens that are created to secure Subordinated Indebtedness;
(l) Liens on any property of Subsidiaries that are not Wholly-Owned Designated Subsidiaries to secure their working capital and other financial requirements;

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(m) assignments of insurance provided to landlords (or their mortgagees) pursuant to the terms of any lease, with respect to the leased premises thereunder;
(n) the additional Liens existing on the Issue Date and listed on Schedule "B';
(o) any Lien renewing, extending or replacing Liens permitted by clauses (i) through (n) above, provided that (x) the principal amount of the Indebtedness secured is not increased or the maturity thereof reduced, (y) such Lien is not extended to any other property; and (z) immediately after such extension, renewal or refunding, no Default or Event of Default would exist; and
(p) over and above all other Permitted Liens, any Lien granted on assets of the Issuer or of any of its Designated Subsidiaries provided that the financial obligations of the Issuer and of its Designated Subsidiaries in respect of such Liens do not exceed in the aggregate an amount equal to $50,000,000.

" Person " or " person " means any individual, corporation, partnership, limited liability company, unlimited liability company, joint venture, incorporated or unincorporated association, jointstock company, trust, mutual fund trust, unincorporated organization or government or other agency or political subdivision thereof or other legal entity of any kind.

" Plan of Liquidation " with respect to any Person, means a plan that provides for, contemplates or the effectuation of which is preceded or accompanied by (whether or not substantially contemporaneously, in phases or otherwise): (a) the sale, lease, conveyance or other disposition of all or substantially all of the assets of such Person otherwise than as an entirety or substantially as an entirety; and (b) the distribution of all or substantially all of the proceeds of such sale, lease, conveyance or other disposition of all or substantially all of the remaining assets of such Person to holders of Equity Interests of such Person.

" Premium " means (a) at any time, if Section 5.1 applies, the excess of the optional redemption price set forth expressed in the Notes subject to such optional redemption or in the Supplemental Indenture or Terms Schedule authorizing or providing for the issue thereof over the principal amount of such Notes and (b) if Section 9.12 applies, 1% of the principal amount of the applicable Notes.

" Primary Affiliate " means, with respect to any Person, any other Person if (a) such other Person is a Subsidiary of such first Person, (b) such first Person is a Subsidiary of such other Person, or (c) such first Person and such other Person are both Subsidiaries of the same Person. Unless the context otherwise clearly requires, any reference to a Primary Affiliate is a reference to a Primary Affiliate of the Issuer.

" Property " means all or any portion of the Issuer's or any Guarantor's undertakings, property and assets, both immovable (real) and movable (personal), including for greater certainty any share in the capital of any corporation or ownership interest in any other Person.

" Purchase Money Obligations " means an obligation (including a Capitalized Lease Obligation) incurred or assumed to finance all or any part of the purchase price of any property acquired by any of the Issuer and its Designated Subsidiaries or to finance all or any part of the cost of any improvement to any property of any of the Issuer and its Designated Subsidiaries, provided that such obligation is incurred or assumed prior to or within 180 days after the acquisition of such property or the completion of such improvement and does not exceed the lesser of the purchase price payable by the Issuer or such Designated Subsidiary for such property or improvement and the fair market value of such property or improvement;

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and includes any extension, renewal or refunding of any such obligation so long as the principal amount thereof outstanding on the date of such extension, renewal or refunding is not increased.

" Ratings Event " means the occurrence of a decrease in the rating of the Notes to below an Investment Grade Rating by either (i) two out of three of the Designated Rating Organizations, if there are three Designated Rating Organizations then rating the Notes, or (ii) each Designated Rating Organization, if there are less than three Designated Rating Organizations then rating the Notes (the “ Required Threshold ”) on any day within the 90-day period (which 90-day period will be extended so long as the rating of the Notes is under publicly announced consideration for a possible downgrade by such number of Designated Rating Organization(s) which, together with each Designated Rating Organization which has already lowered its rating, would aggregate in number the Required Threshold) before or after the earlier of (i) the occurrence of a Change of Control and (ii) public notice of the occurrence of a Change of Control or of the Issuer's intention or agreement to effect a Change of Control.

" Record Date " means, in respect of a Series of Notes, a date fixed by the Issuer from time to time or specified in this Indenture for determining the Noteholders entitled to receive interest on an Interest Payment Date for such Series.

" Redemption Date " has the meaning ascribed to such term in Section 5.3.

" Redemption Price " means with respect to a Note to be redeemed, unless otherwise provided in a Terms Schedule or Supplemental Indenture in respect of a particular Series of Notes, the principal amount of the Notes being redeemed together with interest on the principal amount of such Notes so redeemed accrued and unpaid to the Redemption Date and payable on the Redemption Date fixed for such Notes, if any.

" Redemption Price Calculation Date " means the date on which the Redemption Price is to be calculated for Notes that do not have a fixed Redemption Price, which date shall be the third Business Day prior to the Redemption Date.

" Register " means a register for the registration of Notes which the Trustee or a Registrar is required or permitted to maintain pursuant to Section 3.1.

" Registrar " means the Trustee or a Person other than the Trustee designated by the Issuer

to keep a Register.

" S&P " means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc.

" Securities " means any shares, units, instalment receipts, voting trust certificates, bonds, debentures, notes, other evidences of indebtedness, or other documents or instruments commonly known as securities or any certificates of interest, shares or participation in temporary or interim certificates for, receipts for, guarantees of, or warrants, options or rights to subscribe for, purchase or acquire any of the foregoing.

" Security Documents " means this Indenture, any existing and future guarantees delivered to the Trustee in connection with this Indenture and the Notes, the Inter-Lender Agreement, any Future Inter-Lender Agreement, the Collateral Bond Documents, and the Collateral Bond Indenture Security Documents, as each of such agreements, instruments and other documents may from time to time after the Issue Date be amended, restated, supplemented or otherwise modified.

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" SEDAR" means the System for Electronic Data Analysis and Retrieval established under National Instrument 13-101 – System for Electronic Document Analysis and Retrieval of the Canadian Securities Administrators (or any successor thereto).

" Senior Indebtedness " means, at any time, any Indebtedness owed by the Issuer or any of its Designated Subsidiaries to any other Person that is not junior or subordinate to any other Indebtedness of the Issuer or any of its Designated Subsidiaries, other than Indebtedness referred to in clause (g) of the definition of Indebtedness.

" Series " means a series of Notes which, unless otherwise specified in a Supplemental Indenture or a Terms Schedule, consists of those Notes which have identical terms, regardless of whether such Notes are designated as a series or were or are to be issued at the same time.

" Shareholders' Equity " means, at any time, the amount of total shareholders’ equity of the Issuer (including, for greater certainty, equity attributable to non-controlling interest) as set forth in the consolidated balance sheet contained in the most recently available audited annual consolidated financial statements of the Issuer.

" Specified Permitted Liens " means (i) the Liens described in clauses (a) through (g), (i), (j) and (l) through (o) of the definition of Permitted Liens and (ii) only after the Investment Grade Threshold is met, and provided no Default or Event of Default has occurred and is continuing, any Lien granted by the Issuer and the Designated Subsidiaries to secure Indebtedness in the maximum amount not exceeding in the aggregate the greater of (x) $50,000,000 or (y) ten percent (10%) of the Tangible Net Assets of the Issuer on an Adjusted Consolidated Basis. Specified Permitted Liens shall also include the Liens granted pursuant to the Collateral Bond Indenture.

" Stated Maturity " means, with respect to any Indebtedness, the date specified in the agreement governing or certificate relating to such Indebtedness as the fixed date on which the final payment of principal of such Indebtedness is due and payable, but shall not include any contingent obligations to repay, redeem or repurchase any such principal prior to the date originally scheduled for the payment thereof.

" Subordinated Indebtedness " means, at any time, (a) any Indebtedness that the Issuer and the Trustee shall have specifically agreed in writing will constitute Subordinated Indebtedness for the purpose of the Indenture, or (b) any Indebtedness of the Issuer or any Designated Subsidiary that is incurred at such time as no Default or Event of Default is continuing or would be created by the incurrence thereof and that has the attributes described in Schedule “D” attached hereto.

" Subsidiary " of any Person shall mean any other Person of which shares or other equity (including trust and partnership) units having ordinary voting power to elect a majority of the board of directors or other individuals performing comparable functions, or which are entitled to or represent more than 50% of the owners’ equity or capital or entitlement to profits, are owned beneficially or controlled, directly or indirectly, by any one or more of such first Person and the Subsidiaries of such first Person, and shall include any other Person in like relationship to a Subsidiary of such first Person; unless otherwise specified, " Subsidiary " means a Subsidiary of the Issuer.

" Supplemental Indenture " means an indenture supplemental to this Indenture pursuant to which, among other things, Notes may be authorized for issue or this Indenture may be amended.

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“ Surety ” has the meaning ascribed thereto in Subsection 6.2(g).

" Syndicated Credit Agreement " means the Amended and Restated Credit Agreement dated as of November 22, 2013 among the Issuer, as borrower, the Agent Bank, as administrative agent, and the lenders from time to time party thereto, as such agreement has been amended, and each successor loan or credit agreement constituting the Issuer’s primary operating credit facility, with the same or different group of lenders, as any such agreement may be amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time.

" Tangible Net Assets " means an amount equal to the Issuer and the Designated Subsidiaries’ total assets less goodwill, deferred charges, future income tax assets and other intangible assets.

" Taxes " includes all present and future taxes, levies, imposts, stamp taxes, duties, charges to tax, fees, deductions, withholdings and any restrictions or conditions resulting in a charge to tax and all penalty, interest and other payments on or in respect thereof, imposed, assessed, levied or collected under the laws of any country or any political subdivision thereof or by any governmental agency or body or taxing authority thereof.

" Terms Schedule " means a schedule setting out the terms and conditions that are applicable to the Notes or Additional Notes specified therein.

" Transaction Documents " means the Notes and the Security Documents.

" Threshold Amount " means an amount equal to the greater of (i) 3.0% of Shareholders' Equity, and (ii) $50,000,000 or the equivalent amount thereof in other currencies.

" Trustee " means Computershare Trust Company of Canada, or its successor or successors for the time being as trustee hereunder.

" Trust Sections " has the meaning ascribed to such term in Section 13.26.

" United States " or " U.S. " means the United States of America, its territories and possessions, any state of the United States and the District of Columbia.

" Value " means, with respect to any property at any time, the amount at which such property was carried on the consolidated balance sheet of the Issuer, calculated in accordance with GAAP, for its most recently completed financial quarter prior to such time or, in the case of any property acquired subsequent to the end of the then most recently completed financial quarter of the Issuer, the value of such property carried on the books of the Issuer at such time, calculated in accordance with GAAP.

" Voting Shares " with respect to any Person, means securities of any class of Equity Interests of such Person entitling the holders thereof (whether at all times or only so long as no senior class of shares or other relevant Equity Interest has voting power by reason of any contingency) to vote in the election of members of the Board of Directors of such Person.

“ Wholly-Owned Subsidiary ” means any Person of which all of the issued and outstanding shares or other equity (including partnership or trust) units are owned beneficially by any one or more of the Issuer and the Wholly-Owned Subsidiaries of the Issuer.

" Wholly-Owned Designated Subsidiary " means, with respect to any Person, a Designated Subsidiary of such Person if all of the issued and outstanding shares of such Subsidiary are

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owned beneficially and of record by such Person and/ or one or more Wholly-Owned Designated Subsidiaries of such Person, and shall include any Designated Subsidiary in a like relationship to a Wholly-Owned Designated Subsidiary of such Person.

1.2 Meaning of "outstanding" for Certain Purposes

Every Note certified and delivered by the Trustee hereunder shall be deemed to be outstanding until it is cancelled or delivered to the Trustee for cancellation or money for the payment or redemption thereof has been set aside pursuant to Sections 2.9 or 5.4 or Article 10, provided that:

(a) if a new Note has been issued in substitution for a Note that has been mutilated, lost, stolen or destroyed, only one of such Notes shall be counted for the purpose of determining the aggregate principal amount of Notes outstanding;
(b) Notes that have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof; and
(c) for the purpose of any provision of this Indenture entitling holders of outstanding Notes to vote, sign consents, requisitions or other instruments or take any other action under this Indenture or to constitute a quorum at any meeting of Noteholders, Notes beneficially owned directly or indirectly by the Issuer or any Affiliate of the Issuer shall be disregarded; provided that:
(i) for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action or on the Noteholders present or represented at any meeting of Noteholders constituting a quorum, only the Notes which the Trustee knows are so owned shall be so disregarded;
(ii) Notes so owned that have been pledged in good faith other than to the Issuer or an Affiliate of the Issuer shall not be disregarded if the pledgee shall establish to the satisfaction of the Trustee, acting reasonably, the pledgee's right to vote, sign consents, requisitions or other instruments or take such other actions free from the control of the Issuer or any Affiliate of the Issuer; and
(iii) for the purposes of disregarding any Notes owned legally or beneficially by the Issuer or any Affiliate, the Issuer shall provide to the Trustee, at the request of the Trustee, from time to time, a Certificate of the Issuer setting forth as at the date of such certificate:
- (A) the names of the registered holders which, to the knowledge of the Issuer, are owned, directly or indirectly, legally or equitably by the Issuer or any Affiliate; and
- (B) the principal amount of Notes owned legally and beneficially by each of such holders;

and the Trustee in making such determination shall be entitled to rely upon such certificate.

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1.3 Interpretation Not Affected by Headings

The division of this Indenture into Articles, Sections and clauses, the provision of a table of contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation hereof.

1.4 Extended Meanings

In this Indenture, unless otherwise expressly provided herein or unless the context otherwise requires, words importing the singular number include the plural and vice versa; words importing gender include the masculine, feminine and neuter genders; references to " Indenture ", " this Indenture ", " hereto ", " herein ", " hereby ", " hereunder " and similar expressions refer to this indenture, and not to any particular Article, Section, clause or other portion hereof, and include all Schedules and amendments hereto, modifications or restatements hereof, and any and every Supplemental Indenture and Terms Schedule; and the expressions " Article ", " Section ", " Subsection ", " clause ", " Schedule ", and " Exhibit " followed by a number, letter or combination of numbers and letter refer to the specified Article, Section or clause of or Schedule to this Indenture.

1.5 Day Not a Business Day

Except as otherwise provided herein, if any day on which an amount is to be determined, any period of time would begin or end, any calculation is to be made or an action is to be taken hereunder at a particular location is not a Business Day, then such amount shall be determined, such period of time shall begin or end, such calculation shall be made or such action shall be taken at or before the requisite time on the next succeeding day that is a Business Day at such location.

1.6 Currency

Except as otherwise provided herein, all references in this Indenture to "Canadian dollars" "dollars" and "$" are to lawful money of Canada.

1.7 Conversion of Currency

(a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due under the Indenture to the holder from another currency to Canadian dollars, the Issuer has agreed, and each holder by holding such Note will be deemed to have agreed, to the fullest extent that the Issuer and they may effectively do so, that the rate of exchange used shall be the daily average exchange rate published by the Bank of Canada on the Business Day preceding the day on which final judgment is given;
(b) The Issuer's obligations to any holder will, notwithstanding any judgment in a currency (the " judgment currency ") other than Canadian dollars, be discharged only to the extent that on the Business Day following receipt by such holder or the Trustee, as the case may be, of any amount in such judgment currency, such holder may in accordance with normal banking procedures purchase Canadian dollars with the judgment currency. If the amount of the Canadian dollars so purchased is less than the amount originally to be paid to such holder or the Trustee in the judgment currency (as determined in the manner set forth in Subsection 1.7(a)), as the case may be, the Issuer agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the holder and the Trustee, as the case may be, against any such loss. If the amount of the Canadian dollars so purchased is more than the amount originally to be paid to such holder or the Trustee, as the case may be, such holder or the Trustee, as the case may be, will pay the Issuer such excess; provided that such holder

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or the Trustee, as the case may be, shall not have any obligation to pay any such excess as long as a Default under the Notes or the Indenture has occurred and is continuing or if the Issuer shall have failed to pay any holder any amounts then due and payable under such Note or the Indenture, in which case such excess may be applied by such holder or the Trustee to such obligations.

1.8 Statutes

Each reference in this Indenture to a statute is deemed to be a reference to such statute as amended, re-enacted or replaced from time to time.

1.9 Invalidity of Provisions

Each provision in this Indenture or in a Note is distinct and severable and a declaration of invalidity or unenforceability of any such provision by a court of competent jurisdiction will not affect the validity or enforceability of any other provision hereof or thereof.

1.10 Governing Law

This Indenture and the Notes shall be governed by and construed in accordance with the laws of the Province of Québec and the federal laws of Canada applicable in the Province of Québec and shall be treated in all respects as Québec contracts. Each party submits to the exclusive jurisdiction of any Québec courts sitting in Montréal in any action, application, reference or other proceeding arising out of or related to this Indenture and agrees that all claims in respect of any such actions, application, reference or other proceeding shall be heard and determined in such Québec courts. The parties hereto hereby waive any right they may have to require a trial by jury of any proceeding commenced in connection herewith.

1.11 Language

In the event of any contradiction, discrepancy or difference between the English language version and the French or other language version of the text of a Note, the English language version of the text shall govern.

The parties hereto expressly request and require that this Indenture, the Notes and all notices, statements of account or other documents required or permitted to be given or entered into pursuant hereto to be drawn up in English. Les parties aux présentes conviennent et exigent que cette entente, les billets et tout avis, tout état de compte et tout autre document à être ou pouvant être donnés ou conclus en vertu des présentes soient rédigés en anglais.

1.12 Calculations

The Issuer shall be responsible for making all calculations called for hereunder. The Issuer shall make such calculations in good faith and, absent manifest error, the Issuer's calculations shall be final and binding on Noteholders and the Trustee. The Issuer will provide a schedule of its calculations to the Trustee and the Trustee shall be entitled to rely conclusively on the accuracy of such calculations without independent verification.

1.13 Certificates and Opinion

Any certificate made or given under or for the purpose of satisfying any provision of this Indenture or evidencing the compliance with any provision of this Indenture by one or more Officers of the Issuer or a Guarantor may be based, in so far as it relates to legal matters, upon an Opinion of Counsel,

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unless such Person or Persons signing the certificate knows, or with the exercise of reasonable care should have known, that the opinion with respect to the matters upon which his or their certificate is based as aforesaid is or are erroneous. Any opinion made or given by Counsel may be based, in so far as it relates to factual matters and information which is in the possession of the Issuer or a Guarantor, upon the certificate of an officer or officers of the Issuer or a Guarantor, unless such Counsel knows, or in the exercise of reasonable care should have known, that the certificate with respect to the matters upon which its opinion is based as aforesaid is or are erroneous. Any such certificate or opinion, as the case may be, made or given by an Officer or a Guarantor or by Counsel may be based, in so far as it relates to accounting matters, upon the certificate or opinion of an auditor or accountant, including the auditors, unless such Officer or Counsel, as the case may be, knows, or in the exercise of reasonable care should have known, that the certificate or opinion with respect to the matters upon which his certificate or opinion is based as aforesaid is or are erroneous.

1.14 Benefits of Indenture

Nothing in this Indenture or in the Notes, express or implied, shall, except as may be required by any applicable Law, give to any Person, other than the parties hereto and their successors hereunder and the holders, any benefit or any legal or equitable right, remedy or claim under this Indenture. In the case of Notes registered in the form of Book Entry Only Notes, any reference in this Indenture to a "Holder" of a Note shall be construed as a reference to the Depository.

1.15 GAAP

As of the date of this Indenture, the Issuer prepares its financial statements in accordance with GAAP. Except as otherwise expressly provided in this Indenture, a Terms Schedule or Supplemental Indenture, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time.

ARTICLE 2 THE NOTES

2.1 Limit of Issue

The aggregate principal amount of Notes which may be issued under this Indenture is unlimited, so long as such aggregate principal amount represents no more than 75% of the aggregate principal amount of the Noteholders' Collateral Bond. In addition, the Notes may be issued hereunder only upon the terms and subject to the conditions herein provided.

2.2 Issuance in Series

The Notes may be issued in one or more Series. The Notes of each Series shall be designated in such manner, shall bear such date or dates and mature on such date or dates, shall bear interest, if any, at such rate or rates accruing from and payable on such date or dates, may be issued at such times and in such denominations, may be redeemable before maturity in such manner and subject to payment of such Premium or without Premium, may be payable as to principal, interest and Premium at such place or places and in such currency or currencies, may be payable as to principal, interest and Premium in Securities of the Issuer or any other Person, may provide for such mandatory redemption, sinking fund or other analogous prepayment obligations, may provide for the payment of a yield maintenance amount, may contain such provisions for the exchange or transfer of Notes of different denominations and forms, may have attached thereto or issued therewith Securities entitling the holders to subscribe for, purchase or acquire Securities of the Issuer or any other Person upon such terms, may give the holders thereof the right to convert Notes into Securities of the Issuer or any other Person upon such terms, may be defeasible at the option of the Issuer, and may contain such other

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provisions not inconsistent with this Indenture, as may be determined by the Issuer at or prior to the time of issue of the Notes of such Series and set forth in a Terms Schedule or, to such extent as the Issuer deems appropriate, in a Supplemental Indenture pertaining to the Notes of such Series. At the option of the Issuer, the maximum principal amount of Notes of any Series may be limited, such limitation to be expressed in the Terms Schedule or Supplemental Indenture providing for the issuance of the Notes of such Series; provided that any such limitation may be increased at any time by the Issuer.

2.3 Form of Notes

(a) The Notes of any Series may be of different denominations and forms and may contain such variations of tenor and effect, not inconsistent with this Indenture, as are incidental to such differences of denomination and form, including variations in the provisions for the exchange of Notes of different denominations or forms and in the provisions for the registration or transfer of Notes, and any Series of Notes may consist of Notes having different dates of issue, different dates of maturity, different rates of interest, different redemption prices, different sinking fund provisions, and partly of Notes carrying the benefit of a sinking fund and partly of Notes with no sinking fund provided therefor.
(b) Subject to paragraph (a) above and subject to any limitation as to the maximum principal amount of Notes of any particular Series, any Note may be issued as part of any Series of Notes previously issued.
(c) All Notes shall be in the form specified by the Issuer in the Supplemental Indenture or Terms Schedule relating thereto and approved by the Trustee, whose approval shall be conclusively evidenced by its certification thereof.

2.4 Notes to Rank Equally

The Notes shall be direct, senior, secured and unsubordinated debt obligations of the Issuer as specified in the Terms Schedule of any Series of Notes. All Notes shall rank equally and pari passu , without discrimination, preference or priority, including with respect to security interests, with all other Notes (regardless of their actual dates or terms of issue).

Subject to statutory preferred exceptions, the Notes will rank equally and pari passu , without discrimination, preference or priority, including with respect to security interests, with all other present and future Senior Indebtedness of the Issuer (except as to sinking fund provisions applicable to different Series of Notes and other similar types of obligations of the Issuer) and in priority to all Subordinated Indebtedness.

In the event that all pari passu ranking Senior Indebtedness of the Issuer becomes unsecured, all outstanding Notes will become direct unsecured Indebtedness of the Issuer and will rank equally and pari passu with all other unsecured and unsubordinated Indebtedness of the Issuer. For greater certainty, the guarantees provided by the Guarantors pursuant to this Indenture shall not be affected by the Notes becoming unsecured in accordance with this Section 2.4.

Subject to the foregoing, the Trustee shall discharge any security interest on the Notes should such Notes become direct unsecured debt obligations of the Issuer as per the preceding paragraph and shall sign all necessary documentation, waivers and discharges related thereto, as may be reasonably required by the Issuer.

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2.5 Book Entry Only Notes

(a) Except as otherwise provided in a Terms Schedule or Supplemental Indenture applicable to a Series of Notes, and subject to Subsection 2.5(c), each Series of Notes shall be issued as Book Entry Only Notes represented by one or more Global Notes registered in the name of the Depository or its nominee. Each Global Note shall bear the legend set out in Schedule "A" (or such updated legend as may be specified by the Depository from time to time). None of the Issuer, the Trustee, Registrar or any other Paying Agent shall have any responsibility or liability for any aspects of the records relating to or payments made by any Depository on account of the beneficial interests in any Global Note or for maintaining, reviewing or supervising any records relating to such beneficial interests. Nothing herein or in a Terms Schedule or Supplemental Indenture shall prevent the beneficial owners in Global Notes from voting such Notes using duly executed proxies.
(b) Beneficial owners of Book Entry Only Notes will have no right to receive definitive Notes until such time, if any, as:
(i) the Issuer determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of Global Notes, and the Issuer is unable to locate a qualified successor;
(ii) the Depository notifies the Issuer that it is unwilling or unable to continue to act as depository in connection with such Notes and the Issuer is unable to locate a qualified successor;
(iii) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Issuer is unable to locate a qualified successor;
(iv) the Issuer elects, in respect of any series of Notes, to terminate the book entry only registration of such Notes through the Depository; or
(v) the Depository determines to transfer the Notes in accordance with Subsection 3.3(d);

following which definitive Notes in fully registered form shall be issued in exchange for such Global Note or Global Notes, registered in such names and in such denominations (in denominations of $1,000 and integral multiples of $1,000 in excess thereof) as the Depository for such Global Note or Global Notes, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee, provided that the aggregate principal amount of the definitive Notes is equal to the principal amount of the Global Note or Global Notes so exchanged.

(c) Notwithstanding Subsections (a) and (b) of this Section 2.5, if a Series of Notes is being issued as Book Entry Only Notes and a portion of the Notes are being issued by private placement in Canada, the United States of America or elsewhere in a manner that results in such Notes being subject to resale restrictions, the Issuer may, at its option, instead of issuing such restricted Notes as part of a Global Note, issue individual registered Notes (in denominations of $1,000 and integral multiples of $1,000 in excess thereof) in the name of the private placement purchasers of such restricted Notes or as they may direct, with such legend or legends on such Notes as the Issuer may require; provided that upon a transfer or exchange of such Notes in a

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manner that will result in such legend or legends being removed from the replacement Note being issued, the Notes must be transferred to the Depository or its nominee and will become part of the Global Note or Global Notes held by the Depository.

(d) The Issuer, at its option, may at any time and from time to time require that any Global Note be issued as an uncertificated Note. If the Issuer requires that any Global Note be issued as an uncertificated Note, then the Issuer shall provide notice of such uncertificated issuance to the Trustee, and the Trustee shall certify or authenticate such uncertificated Global Note (whether upon original issuance, exchange, registration of transfer, partial payment, redemption or conversion or otherwise) by completing its Internal Procedures and the Issuer shall thereupon be deemed to have duly and validly issued such uncertificated Global Note under this Indenture. Such certification or authentication shall be conclusive evidence that such uncertificated Global Note has been duly issued hereunder and that the holder of such uncertificated Global Note is entitled to the benefits of this Indenture. The Register shall be final and conclusive evidence as to all matters relating to uncertificated Notes with respect to which this Indenture requires the Trustee to maintain records or accounts. The delivery of a confirmation of registration in the name of the Depository or its nominee by the Trustee to the related Depository shall constitute delivery of the uncertificated Global Note to the related Depository. The Trustee is authorized by the Issuer to provide further assurances and reports required by the Depository in order to confirm the Depository's registered holding of an uncertificated Global Note. No uncertificated Global Note shall be considered issued and shall be obligatory or shall entitle the holder thereof to the benefits of this Indenture until it has been certified or authenticated by entry on the Register of the particulars of the uncertificated Global Note. Such entry on the Register of the particulars of an uncertificated Global Note shall be conclusive evidence that such uncertificated Global Note is a valid and binding obligation of the Issuer and that the holder is entitled to the benefits of this Indenture.

2.6 Signatures on Notes

All Notes shall be signed (either manually or by way of electronic signature) on behalf of the Issuer by any two Officers. An electronic signature on any Note shall for all purposes of this Indenture be deemed to be the signature of the individual whose signature it purports to be and to have been signed at the time such electronic signature was reproduced, and each Note so signed shall be valid and binding upon the Issuer notwithstanding that any individual whose signature (either manual or electronic) appears on a Note is not at the date of this Indenture or at the date of the Note or at the date of the certification and delivery thereof an Officer.

2.7 Certification

No Note shall be issued or, if issued, shall be obligatory or entitle the holder thereof to the benefit hereof until it has been certified by or on behalf of the Trustee. Such certificate on any Note shall be conclusive evidence that such Note has been duly issued hereunder and is a valid obligation of the Issuer.

The certificate of the Trustee signed on any Note shall not be construed as a representation or warranty by the Trustee as to the validity of this Indenture or of such Note or its issuance. The certificate of the Trustee signed on any Note shall, however, be a representation and warranty by the Trustee that such Note has been duly certified by or on behalf of the Trustee pursuant to this Indenture.

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2.8 Payments of Principal, Interest and Premium

(a) Except as otherwise provided in a Terms Schedule or Supplemental Indenture applicable to a Series of Notes:
(i) payment of interest, principal or Premium, as applicable will be made in the currency in which the Note is denominated;
(ii) every Note of a Series, whether issued originally or in exchange or in substitution for previously issued Notes, shall bear interest from and including the later of:
- (A) its date of issue; and
- (B) the last Interest Payment Date to which interest shall have been paid or made available for payment on the outstanding Notes of the same Series;
(iii) fixed rate Notes will bear interest at the rate per annum set out on the face thereof until the principal amount is paid or made available for payment, interest will be calculated and payable monthly, quarterly, semi-annually or annually in arrears in equal instalments on the date specified or as may be agreed to between the Issuer and the purchaser of a Note and at maturity or redemption;
(iv) floating rate Notes will bear interest from the original issue date thereof at rates set out on the face thereof, the rate of interest on floating rate Notes will be reset and payable monthly or quarterly and the Issuer shall act as pricing agent of floating rate Notes;
(v) interest payable shall be computed on the basis of a year of 365 days or, in the case of a leap year, 366 days; and
(vi) whenever interest is computed on the basis of a year (the " deemed year ") which contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest shall be expressed as a yearly rate for purposes of the Interest Act (Canada) by multiplying such rate of interest by the actual number of days in the calendar year of calculation and dividing such product by the number of days in the deemed year.
(b) Subject to accrual of any interest on unpaid interest from time to time, interest on each Note will cease to accrue from the earlier of the Maturity Date of such Note and, if such Note is called for redemption, the Redemption Date, unless, in each case, upon due presentation and surrender of such Note for payment on or after such Maturity Date or Redemption Date, as the case may be, such payment is improperly withheld or refused by the Issuer.
(c) In this Indenture, or in the Notes, where there is mention, in any context, of the payment of interest, such mention is deemed to include the payment of interest on amounts in default to the extent that, in such context, such interest is, was or would be payable pursuant to this Indenture or the Note, and express mention of interest on amounts in default under this Indenture will not be construed as excluding such interest in those provisions of this Indenture in which such express mention is not made.

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(d) Except as otherwise provided herein or in a Terms Schedule or Supplemental Indenture applicable to a Series of Notes, if the date for payment of any amount of principal or interest in respect of any Note is not a Business Day at the place of payment, then payment will be made on the next Business Day at such place and the holder of such Note will not be entitled to any further interest or other payment in respect of the delay unless such date would fall in the following month, in which case such amount shall be determined or such action shall be taken at or before the requisite time on the prior day that is a Business Day at such location.
(e) If payment of interest is made by cheque, such cheque shall be forwarded at least three Business Days prior to the applicable Interest Payment Date, and if payment is made in any other manner, such payment shall be made in a manner whereby the recipient receives credit for such payment on the applicable Interest Payment Date.
(f) Except as otherwise provided in a Terms Schedule or Supplemental Indenture applicable to a Series of Notes, the Issuer shall pay the interest, principal and Premium, on each definitive Note, at the places and in the manner specified in the applicable Terms Schedule or Supplemental Indenture. Payments of interest on each interest bearing definitive Note (except interest payable on maturity or redemption of such Note which, at the option of the Issuer, may be paid only upon surrender of such Note to the Trustee for payment) will be made (less any Tax required by law to be deducted or withheld) by cheque dated the Interest Payment Date and mailed to the address of the holder, or if so agreed by the Trustee and the Issuer, funds representing the interest payable will be forwarded by electronic funds transfer or wire transfer on the Interest Payment Date to the account of the holder appearing on the Register maintained by Computershare Trust Company of Canada, as Registrar and transfer agent of the Issuer (or such other registrar or transfer agent as may, from time to time, be appointed by the Issuer) at the close of business in the City of Montreal on the tenth Business Day prior to the Interest Payment Date, or in the case of joint holders, payable to all such joint holders and addressed to one of them at the last address appearing in the applicable Register (unless otherwise instructed in writing). The forwarding of such cheque or electronic funds transfer or wire transfer, as the case may be, shall satisfy and discharge the liability for the payment of interest, principal, or Premium, if any, on such Note to the extent of the sum represented thereby (plus the amount of any Tax, assessment or other government charge required by law to be deducted or withheld) unless, in the case of payment made by cheque, such cheque is not paid on presentation at any of the places at which such payment is payable. In the event of the non-receipt of such cheque by the applicable Noteholder or the loss, theft or destruction thereof, the Issuer, upon being furnished with evidence of such non-receipt, loss, theft or destruction and indemnity reasonably satisfactory to it, shall issue or cause to be issued to such Noteholder a replacement cheque for the amount of such cheque.
(g) Except as otherwise provided in a Terms Schedule or Supplemental Indenture applicable to a Series of Notes, the Issuer shall pay the interest, principal and Premium on each Global Note, to the Depository or its nominee, as the case may be, as the registered holder of the Global Note. Interest payments on Global Notes will be made by wire transfer (or other payment method as agreed by the Trustee and the Issuer) prior to 10:00 a.m. on the Interest Payment Date and delivered to the Trustee for delivery to the Depository or its nominee, as the case may be, on the Interest Payment Date. Principal payments on Global Notes will be made by wire transfer (or other payment method as agreed by the Trustee and the Issuer) delivered to the Trustee for delivery to the Depository or its nominee, as the case may be, prior to 10:00 a.m. on

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the date of maturity against surrender to the Trustee of the Global Note. As long as the Depository or its nominee is the registered owner of a Global Note, the Depository or its nominee, as the case may be, will be considered the sole owner of the Global Note for the purposes of receiving payments of interest, principal and Premium, if any, on the Note and for all other purposes under the Trust Indenture and the Note, except as required by law. The Record Date in respect of the payment of interest on a Global Note will be that day which is the tenth Business Day prior to the applicable Interest Payment Date. The forwarding of any such payments of interest, principal or Premium, if any, to the Depository or its nominee shall satisfy and discharge the liability in respect of such amounts on such Note to the extent of the sum represented thereby (plus the amount of any Tax, assessment or other government charge required by law to be deducted or withheld).

(h) Upon receipt of any payment of principal, interest or Premium, if any, in respect of a Global Note, the Depository or its nominee, as the case may be, will credit participants' accounts, on the date principal, interest or Premium, if any, is payable, with payments in amounts proportionate to their respective beneficial interests in the principal amount of such Global Note as shown on the records of the Depository or its nominee. Such payments of principal, interest or Premium, if any, by participants to the owners of beneficial interests in such Global Notes held through such participants will be governed by standing instructions and customary practices, as is the case with Securities held for the accounts of customers in bearer form or registered in "street name" and will be the responsibility of such participants. The responsibility and liability of the Issuer and the Trustee in respect of Notes represented by Global Notes is limited to making payment of any principal, interest or Premium, if any, due on such Global Notes to the Depository or its nominee. The forwarding of such payment to the Depository or its nominee, as the case may be, shall satisfy and discharge the liability for the payment of interest, principal, or Premium, if any, on such Note to the extent of the sum represented thereby (plus the amount of any Tax, assessment or other government charge required by law to be deducted or withheld). The Issuer and the Trustee shall not be responsible or liable for any payment(s) made or required to be made by the Depository or any participant on account of any beneficial interest in any Global Note and shall not be responsible for maintaining, reviewing or supervising any records relating to any such payment or requirement.

2.9 Issue of Substitutional Notes

If any Note issued and certified hereunder shall become mutilated or be lost, destroyed or stolen, the Issuer, in its sole discretion, may issue, and thereupon the Trustee shall certify and deliver, a new Note of like date and tenor as the one mutilated, lost, destroyed or stolen in exchange for and in place of and upon cancellation of such mutilated Note or in lieu of and in substitution for such lost, destroyed or stolen Note. The substituted Note shall be in a form approved by the Trustee and shall be entitled to the benefit hereof and rank equally in accordance with its terms with all other Notes issued or to be issued hereunder. The applicant for a new Note shall bear the cost of the issue thereof and in case of loss, destruction or theft shall, as a condition precedent to the issue thereof, furnish to the Issuer and to the Trustee such evidence of ownership and of the loss, destruction or theft of the Note so lost, destroyed or stolen as shall be satisfactory to the Issuer and to the Trustee in their discretion, and such applicant will also be required to furnish an indemnity and surety bond, in amount and form satisfactory to the Issuer and the Trustee in their discretion, and shall pay the reasonable charges of the Issuer and the Trustee in connection therewith.

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2.10 Option of Holder as to Place of Payment

Except as herein otherwise provided, all amounts which at any time become payable on account of any Note or any interest or Premium thereon shall be payable at the option of the holder at any of the places at which the principal and interest in respect of such Note are payable.

2.11 Record of Payment

(a) The Trustee shall maintain accounts and records evidencing each payment of principal of and Premium and interest on Notes, which accounts and records shall constitute, in the absence of manifest error, prima facie evidence thereof.
(b) None of the Issuer, the Trustee, any Registrar or any Paying Agent will be liable or responsible to any Person for any aspect of the records related to or payments made on account of beneficial interests in any Global Note or for maintaining, reviewing or supervising any records relating to such beneficial interests.

2.12 Surrender for Cancellation

If the principal amount due upon any Note shall become payable before the Stated Maturity thereof, the Person presenting such Note for payment shall surrender the same to the Trustee for cancellation and the Issuer shall pay or cause to be paid the principal amount of such Note, the Premium, if any, and the interest accrued and unpaid thereon (computed on a per diem basis if the date fixed for payment is not an Interest Payment Date) (less any Taxes required by law to be deducted or withheld) and Article 10 shall apply to such Note.

2.13 Right to Receive Indenture

Each Noteholder is entitled to receive from the Issuer a copy of this Indenture upon written request and payment of a reasonable copying charge.

ARTICLE 3 REGISTRATION, TRANSFER, EXCHANGE AND OWNERSHIP OF NOTES

3.1 Registers

The Issuer will cause to be kept at the Corporate Trust Office, or at such other place as shall be agreed in writing by the Issuer and the Trustee, a central register (the " Central Register ") and may cause to be kept in such other place or places by the Trustee or by such other Registrar or Registrars (if any) as the Issuer may designate, branch registers (each a " Register " and collectively with the Central Register the " Registers ") in each of which will be entered the names and latest known addresses of Noteholders and the other particulars, as prescribed by law, of the Notes held by each of them and of all transfers of such Notes. Such registration will be noted on such Notes by the Trustee or other Registrar. Every Registrar (including the Trustee) from time to time shall, when requested to do so by the Issuer or by the Trustee, furnish the Issuer or the Trustee, as the case may be, with a list of the names and addresses of the Noteholders entered on the Register kept by such Registrar showing the principal amount and serial numbers of such Notes held by each holder, provided the Trustee shall be entitled to charge a reasonable fee to provide such a list.

The Registers referred to in this Section 3.1 shall at all reasonable times, during the regular business hours of the Trustee and upon payment of its reasonable fees, be open for inspection by the Issuer,

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the Trustee, any Noteholder and any Person who has a beneficial interest in a Global Note who provides a sworn affidavit confirming such beneficial ownership.

3.2 Transfers of Notes

(a) A registered holder of a Note may at any time and from time to time have such Note transferred at any of the places at which a Register is kept pursuant to Section 3.1.
(b) No transfer of a Note will be effective as against the Issuer unless:
(i) such transfer is made by the registered holder of the Note or the executor, administrator or other legal representative of, or any attorney for, the registered holder, duly appointed by an instrument in form and execution satisfactory to the Trustee or other Registrar, upon surrender to the Trustee or other Registrar of the Note and a duly executed form of transfer;
(ii) such transfer is made in compliance with such requirements as the Trustee or other Registrar may prescribe; and
(iii) such transfer has been duly noted on such Note and on one of the appropriate Registers by the Trustee or other Registrar.
(c) Notwithstanding Subsection (a) of this Section 3.2, a registered holder of a Note may transfer such Note only in compliance with the provisions of any legend or legends thereon restricting transfer.

3.3 Restrictions on Transfer of Global Notes

Notwithstanding any other provision of this Indenture, a Global Note may not be transferred by the Depository except in the following circumstances or as otherwise specified in a Terms Schedule or Supplemental Indenture relating to such Note:

(a) a Global Note may be transferred by the Depository to the nominee of the Depository or by a nominee of the Depository to the Depository or to another nominee of the Depository or by the Depository or its nominee to a successor Depository or its nominee;
(b) a Global Note may be transferred at any time after the Depository for such Global Note has notified the Issuer or the Issuer determines that the Depository is unwilling or unable or no longer eligible to continue as Depository for such Global Note;
(c) a Global Note may be transferred at any time after the Issuer has determined, in its sole discretion, that the Notes represented by such Global Note shall no longer be held as Book Entry Only Notes; and
(d) a Global Note may be transferred at any time after the Trustee has determined that an Event of Default has occurred and is continuing with respect to the Notes of the Series issued in the form of a Global Note, provided that at the time of such transfer the Event of Default has not been waived in accordance with this Indenture.

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3.4 Registration of Transfer or Exchange

A holder will be able to register the transfer of or exchange Notes only in accordance with this Indenture. The Registrar may require a holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any Taxes and fees related to such transfer required by law or permitted by this Indenture. Without the prior consent of the Issuer, the Registrar is not required (a) to register the transfer of or exchange any Note selected for redemption, (b) to register the transfer of or exchange any Note for a period of 15 days before a selection of Notes to be redeemed or (c) to register the transfer or exchange of a Note between a Record Date and the next succeeding Interest Payment Date.

3.5 Closing of Registers

(a) Except in the case of the Central Register, the Issuer shall have power at any time to close any Register. The Issuer will transfer the registration of any Notes registered on a Register which the Issuer closes to another existing Register or to a new Register and thereafter such Notes will be deemed to be registered on such existing or new Register, as the case may be. If the Register in any place is closed and the records transferred to a Register in another place, notice of such change will be given to each Noteholder registered in the Register so closed and the particulars of such change will be recorded in the Central Register.
(b) Neither the Issuer nor the Trustee nor any Registrar shall be required to effect transfers or exchanges of Notes of any Series:
(i) from the day of any selection by the Trustee of Notes of that Series to be redeemed until the day on which notice of redemption is mailed pursuant to Section 5.3; or
(ii) that have been selected or called for redemption in whole or in part unless, upon due presentation thereof for redemption, such Notes are not redeemed.

3.6 Exchange of Notes

(a) Subject to Section 3.5, Notes in any authorized form or denomination may be exchanged upon reasonable notice for Notes in any other authorized form or denomination, any such exchange to be for an equivalent aggregate principal amount of Notes of the same Series carrying the same rate of interest and having the same Maturity Date and the same redemption and sinking fund provisions, if any.
(b) Notes of any Series may be exchanged at the Corporate Trust Office or at such other place or places (if any) as may be specified in the Notes of such Series or in the Terms Schedule or Supplemental Indenture providing for the issuance thereof, and at such other place or places (if any) as may from time to time be designated by the Issuer. Any Notes tendered for exchange shall be surrendered to the Trustee. The Issuer shall execute and the Trustee shall certify all Notes necessary to carry out such exchanges. All Notes surrendered for exchange shall be cancelled.
(c) Notes issued in exchange for Notes which at the time of such issue have been selected or called for redemption at a later date shall be deemed to have been selected or called for redemption in the same manner and shall have noted thereon a statement to that effect, provided that:

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(i) Notes which have been selected or called for redemption may not be exchanged for Notes of larger denominations; and
(ii) if a Note that has been selected or called for redemption in part is presented for exchange into Notes of smaller denominations, the Trustee shall designate, according to such method as the Trustee shall deem equitable, particular Notes of those issued in exchange, which shall be deemed to have been selected or called for redemption, in whole or in part, and the Trustee shall note thereon a statement to that effect.

3.7 Ownership and Entitlement to Payment

(a) The Person in whose name a Note is registered shall be deemed to be the owner thereof for all purposes of this Indenture and payment of or on account of the principal of and Premium and interest on such Note shall be made only to or upon the order in writing of such Person, and each such payment shall be a good and sufficient discharge to the Issuer, the Trustee, any Registrar and any Paying Agent for the amount so paid.
(b) If a Note is registered in the name of more than one Person, the principal, Premium and interest from time to time payable in respect thereof may be paid to the order of all such Persons, failing written instructions from them to the contrary, and each such payment shall be a good and sufficient discharge to the Issuer, the Trustee, any Registrar and any Paying Agent for the amount so paid.
(c) Notwithstanding any other provision of this Indenture, all payments (including principal, Premium and interest) in respect of Notes represented by a Global Note shall be made or caused to be made to the Depository or its nominee. The Issuer understands that such payments will be subsequently paid by the Depository or its nominee to holders of interests in such Global Note, however, the Issuer has no responsibility or liability in respect of such subsequent payments.
(d) The registered holder for the time being of a Note shall be entitled to the principal, Premium and interest evidenced by such Note, free from all equities or rights of setoff or counterclaim between the Issuer and the original or any intermediate holder thereof, and all Persons may act accordingly. The receipt by any such registered holder of any such principal, Premium or interest shall be a good and sufficient discharge to the Issuer, the Trustee, any Registrar and any Paying Agent for the amount so paid, and neither the Issuer nor the Trustee shall be bound to inquire into the title of any such registered holder.

3.8 Evidence of Ownership

The Issuer and the Trustee may treat the registered holder of a Note as the owner thereof without actual production of such Note for the purpose of any Noteholders' Request, requisition, direction, consent, instrument or other document to be made, signed or given by the holder of such Note.

3.9 No Notice of Trusts

Neither the Issuer nor the Trustee nor any Registrar nor any Paying Agent shall be bound to take notice of or see to the performance or observance of any duty owed to a third Person (whether under a trust, express, implied, resulting or constructive, in respect of any Note or otherwise) by the owner or the registered holder of a Note or any Person whom the Issuer or the Trustee treats, as permitted

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or required by law, as the owner or the registered holder of such Note, and the Issuer, the Trustee and any Registrar may transfer such Note on the direction of the Person so treated or registered as the holder thereof, whether named as trustee or otherwise, as though that Person was the beneficial owner of such Note.

3.10 Charges for Transfer and Exchange

(a) For each Note exchanged or transferred, the Trustee or other Registrar, except as otherwise herein provided, may make a reasonable charge for its services and in addition may charge a reasonable sum for each new Note issued (such amounts to be agreed upon in writing by the Trustee and the Issuer from time to time), and payment of such charges and reimbursement of the Trustee or other Registrar for any stamp taxes or governmental or other charges required to be paid shall be made by the party requesting such exchange or transfer as a condition precedent thereto.
(b) Notwithstanding Subsection 3.10(a), no charge (except a charge to reimburse the Trustee or other Registrar for any stamp taxes or governmental or other charges) shall be made to a Noteholder of any Series:
(i) for any exchange or transfer of any Note applied for within a period of 45 days from the date of the first delivery of Notes of such Series;
(ii) for any exchange after such period of Notes in denominations in excess of $1,000 for Notes in lesser denominations, provided that the Notes surrendered for exchange shall not have been issued as a result of any previous exchange other than an exchange pursuant to Subsection 3.10(b)(i);
(iii) for any exchange of any interim Note that has been issued pursuant to Section 2.9; or
(iv) for any exchange of any Note resulting from a partial redemption pursuant to Section 5.2.

3.11 Issuer and Trustee Not Liable in Respect of Depository Participants

Notwithstanding any other provision in this Indenture or anything that may be construed or inferred herein to the contrary, and in addition to any other limitation on liability of the Issuer or the Trustee contained herein, neither the Issuer nor the Trustee shall have any liability in any manner whatsoever for any of the following:

(a) any aspect of the records relating to or payments made on account of beneficial ownership interests in the Notes held by and registered in the name of the Depository or successor thereto;
(b) maintaining, supervising or reviewing (or failure to maintain, supervise or review) any records relating to such beneficial ownership interests registered in the name of or in support of the Depository (or any successor thereto) or any participant;
(c) any transfer (including any improper, inaccurate or inappropriate transfer) of beneficial ownership or interest in any Note; or
(d) any advice or representation made or given by or with respect to the Depository (or any successor thereto) or any participant and made or given herein with respect to

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rules or procedures of such Depository (or any successor thereto) or any action to be taken by the Depository (or any successor thereto) or at the direction of a participant.

ARTICLE 4

ISSUE, CERTIFICATION AND DELIVERY OF NOTES AND ADDITIONAL NOTES

4.1 Issue, Certification and Delivery of Notes and Additional Notes

(a) The Issuer may issue, and the Trustee shall certify and deliver to or to the Order of the Issuer, Notes and Additional Notes issuable under this Indenture, but only upon receipt by the Trustee of the following:
(i) an Officer's Certificate stating that no Event of Default has occurred and is continuing;
(ii) an Order of the Issuer for the certification and delivery of such Notes or Additional Notes, which shall specify the principal amount of Notes or Additional Notes requested to be certified and delivered, and to which is attached the Supplemental Indenture or Terms Schedule setting out the terms and conditions of such Notes or Additional Notes; and
(iii) an Opinion of Counsel to the effect that all legal requirements of this Indenture and applicable Law in connection with the issue of such Notes or Additional Notes have been complied with.
(b) Upon the certification and delivery by the Trustee of Notes or Additional Notes in accordance with an Order of the Issuer, the Supplemental Indenture or Terms Schedule attached to such Order of the Issuer shall be deemed to form part of this Indenture.

4.2 No Notes or Additional Notes to be Certified during Event of Default

No Notes or Additional Notes shall be certified and delivered hereunder if, at the time of such certification and delivery, to the knowledge of the Trustee, an Event of Default has occurred and is continuing.

ARTICLE 5 REDEMPTION AND PURCHASE OF NOTES

5.1 General

So long as no Event of Default has occurred and is continuing, the Issuer shall have the right at its option to redeem, either in whole at any time or in part from time to time before the Stated Maturity, Notes of any Series which by their terms are made so redeemable, at such rate or rates of Premium and on such date or dates and on such terms and conditions as shall have been determined at the time of issue of such Notes and as shall be expressed in such Notes or in the Supplemental Indenture or Terms Schedule authorizing or providing for the issue thereof.

5.2 Partial Redemption of Notes

If less than all of the Notes of any Series for the time being outstanding are to be redeemed, the Issuer shall in each such case, at least 10 days before the date upon which the notice of redemption is

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required to be given, notify the Trustee in writing of the Issuer's intention to redeem Notes of such Series and of the aggregate principal amount of Notes to be redeemed. The Notes so to be redeemed shall be selected by the Trustee on a pro rata basis, disregarding fractions, according to the principal amount of Notes or in such other manner (which may include random selection by computer) as the Trustee shall deem equitable and expedient. For this purpose, the Trustee may make regulations with regard to the manner in which such Notes may be so selected, and regulations so made shall be valid and binding upon all Noteholders. Notes of denominations in excess of $1,000 may be selected and called for redemption in part only (such part being $1,000 or an integral multiple thereof), and, unless the context otherwise requires, reference to Notes in this Article 5 shall be deemed to include any such part of the principal amount of Notes which shall have been so selected and called for redemption. The holder of any Note called for redemption in part only, upon surrender of such Note for payment in accordance with this Indenture, shall be entitled to receive, without expense to such holder, one or more new Notes for the unredeemed part of the Note so surrendered, and the Trustee shall certify and deliver such new Note or Notes upon receipt of the Note so surrendered.

5.3 Notice of Redemption

(a) Notice of intention to redeem any of the Notes shall be given by or on behalf of the Issuer to the Noteholders which are to be redeemed, not more than 60 days and not less than 10 days prior to the date fixed for redemption (the " Redemption Date "), in the manner provided in Section 12.2. Every notice of redemption shall specify the Series and the Maturity Date of the Notes called for redemption, the Redemption Date, the Redemption Price or the Redemption Price Calculation Date, as applicable, and the place or places of payment, and shall state that all interest thereon shall cease from and after the Redemption Date. In addition, unless all the outstanding Notes of a Series are to be redeemed, the notice of redemption shall specify:
(i) in the case of a notice mailed or e-mailed to a Noteholder, the distinguishing letters and numbers of the Notes which are to be redeemed (or of such thereof as are registered in the name of such holder);
(ii) in the case of a published notice, the distinguishing letters and numbers of the Notes which are to be redeemed or, if such Notes are selected by terminal digit or other similar system, such particulars as may be sufficient to identify the Notes so selected;
(iii) in the case of Book Entry Only Notes, that the redemption will take place in such manner as may be agreed by the Depository, the Trustee and the Issuer;
(iv) in all cases, the principal amounts of such Notes to be redeemed or, if any such Note is to be redeemed in part only, the principal amount of such part; and
(v) if the redemption is conditional upon the occurrence of any event(s) or circumstances, the details and terms of any such conditions precedent (e.g., a financing, asset disposition, or other transaction).
(b) If a notice of redemption specifies a Redemption Price Calculation Date for any Notes, the Issuer shall deliver to the Trustee, not later than the second Business Day prior to the Redemption Date for such Notes, a Certificate of the Issuer which specifies the Redemption Price of such Notes.

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5.4 Notes Due on Redemption Dates

Upon notice having been given as specified in Section 5.3, all the Notes so called for redemption shall thereupon be and become due and payable at the Redemption Price and on the Redemption Date specified in such notice, in the same manner and with the same effect as if such date was the Stated Maturity specified in such Notes, anything therein or herein to the contrary notwithstanding, and from and after such Redemption Date, if the money necessary to redeem such Notes shall have been paid or deposited with the Trustee in trust and affidavits or other proof satisfactory to the Trustee, acting reasonably, as to the publication or mailing of such notices shall have been lodged with the Trustee, such Notes shall not be considered as outstanding hereunder and interest upon such Notes shall cease.

If any question shall arise as to whether any notice has been given as required or any deposit has been made, such question shall be decided by the Trustee, whose decision shall be final and binding upon all parties in interest.

5.5 Failure to Surrender Notes Called for Redemption

If the holder of any Note called for redemption fails on or before the date specified for redemption to surrender such Note, or does not within such time accept payment of the Redemption Price payable in respect thereof or give such receipt therefor, if any, as the Trustee may require, such Redemption Price (less any Taxes required by law to be deducted or withheld) may be deposited in trust either with the Trustee or with a chartered bank (which may be an Affiliate of the Trustee), at such rate of interest as the Trustee or such bank may allow, and such deposit (plus the amount of any Taxes deducted or withheld) shall for all purposes be deemed a payment to such holder of the sum so deposited and, to that extent, the Note shall thereafter not be considered as outstanding hereunder and such holder shall have no right other than to receive payment out of the amount so deposited, upon surrender and delivery of such holder's Note, of the Redemption Price of such Note.

5.6 Purchase of Notes

(a) Except as otherwise provided in the Terms Schedule or Supplemental Indenture applicable to a Series of Notes and so long as no Event of Default has occurred and is continuing, the Issuer may purchase all or any of the Notes in the open market (which shall include purchase from or through an investment dealer or stock exchange member) or by tender or by private contract, at any price. Except where the Issuer has purchased beneficial interests in a Global Note, all Notes so purchased shall forthwith be delivered to the Trustee and shall be cancelled by it and, subject to the following paragraph of this Section 5.6, no Notes shall be issued in substitution therefor.
(b) If, upon an invitation for tenders, more Notes are tendered at the same lowest price than the Issuer is prepared to accept, the Notes to be purchased by the Issuer will be selected by the Trustee, in such manner (which may include selection by lot, selection on a pro rata basis, random selection by computer or any other method) as the Trustee considers appropriate, from the Notes tendered by each tendering Noteholder who tendered at such lowest price. For this purpose, the Trustee may make, and from time to time amend, regulations with respect to the manner in which Notes may be so selected, and regulations so made shall be valid and binding upon all Noteholders, notwithstanding the fact that, as a result thereof, one or more of such Notes become subject to purchase in part only. The holder of a Note of which a part only is purchased, upon surrender of such Note for payment, shall be entitled to receive, without expense to such holder, one or more new Notes for the unpurchased part so surrendered, and

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the Trustee shall certify and deliver such new Note or Notes upon receipt of the Note so surrendered.

5.7 Cancellation of Notes

Subject to Sections 5.2 and 5.6 as to Notes redeemed or purchased in part, all Notes purchased or redeemed in whole or in part by the Issuer under this Article 5 shall not be reissued or resold and shall be forthwith delivered to and cancelled by the Trustee, and no Notes of the same Series shall be issued in substitution therefor and Article 10 shall apply to any such cancelled Notes.

ARTICLE 6 GUARANTEES

6.1 Guarantee

Each of the Guarantors solidarily (jointly and severally) guarantees to the Trustee and the Noteholders the due and punctual payment and performance of each of the Obligations as each such Obligation becomes due from time to time (whether because of maturity, default, demand, acceleration or otherwise).

6.2 Guarantee Absolute

The guarantees, indemnities, liabilities and obligations of the Guarantors to the Trustee and the Noteholders under this Guarantee (collectively, the " Guarantors' Liabilities " ) are absolute, unconditional and irrevocable. The Guarantors’ Liabilities will remain effective despite, and will not be released, discharged, diminished, limited or in any way affected by, anything done, omitted to be done, suffered or permitted by the Trustee, the Noteholders or by any other Person or by any other matter, act, omission, circumstance or other thing of any nature or kind. Without limiting the generality of the foregoing, the Guarantors’ Liabilities will remain fully effective and enforceable and will not be released, discharged, diminished, limited or in any way affected by, and the rights and remedies of the Trustee and the Noteholders under this Guarantee will not in any way be diminished or prejudiced by:

(a) any lack of genuineness, validity or enforceability of any of the Obligations or of any agreements or arrangements between the Issuer and the Trustee or of any of the Transaction Documents or any other agreements or arrangements between the Issuer and any of the Noteholders (collectively, the " Underlying Agreements " ), or any failure by the Issuer or any Noteholders to carry out any of their obligations under any such agreement or arrangement;
(b) any change in the name, objects, powers, organization, share capital, constating documents, business, shareholders, directors or management of the Issuer or any Guarantor, the reorganization of the Issuer or any Guarantor, an amalgamation or merger by the Issuer or any Guarantor with any other Person, or any continuation of the Issuer or any Guarantor under the laws of another jurisdiction;
(c) any lack or limitation of power, incapacity or disability of the Issuer or of the directors, officers, employees or agents of the Issuer or any other irregularity, defect or informality, or any fraud, by the Issuer or its directors, officers, employees or agents, with respect to any or all of the Obligations or any of the Underlying Agreements;
(d) any impossibility, impracticability, frustration of purpose, illegality, invalidity, force majeure or act of government or Governmental Authority;

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(e) the bankruptcy, winding-up, liquidation, dissolution or financial condition of the Issuer, any of the Guarantors, the Trustee, any Noteholder or any other Person at any time;
(f) any law, regulation, limitation period or other circumstance that might otherwise be a defense available to, or a discharge of, the Issuer or a Guarantor in respect of any or all of the Obligations or any of the Underlying Agreements;
(g) any failure by the Trustee or any Noteholder to take, or any abstention by the Trustee or any Noteholder from taking, any security from the Issuer, a Guarantor, any present or future guarantor or surety of any or all of the Obligations, other than the Guarantors (a " Surety ") or any other Person, or from perfecting or maintaining the perfection of any security taken; any release or addition of one or more sureties or endorsers; the acceptance of any additional or substituted security; any release or subordination of any security or any loss or in respect of, any security received by or on behalf of the Trustee or any Noteholder from the Issuer, the Guarantors, any Surety or any other Person, whether occasioned through the fault of the Trustee or any Noteholder or otherwise;
(h) any loss or impairment of any right of any of the Guarantors for subrogation, reimbursement or contributions, whether or not as a result of any action taken or omitted to be taken by the Trustee or any Noteholder; or
(i) any other matter, act, omission, circumstance or thing that might in any manner (but for the operation of this Section 6.2 operate (whether by statute, at law, in equity or otherwise) to release, discharge, diminish, limit or in any way affect the liability of, or otherwise provide a defense to, a Guarantor or Surety, even if known by the Trustee or any Noteholder.

6.3 Dealing with Obligations

Without limiting the generality of Section 6.2, the Trustee and the Noteholders may, with respect to any or all of the Obligations, without releasing, discharging, diminishing, limiting or otherwise affecting any of the Guarantors’ Liabilities, and without diminishing or prejudicing any or all of the rights and remedies of the Trustee and the Noteholders hereunder:

(a) amend, alter, vary, compromise, subordinate, postpone or abandon any of the Obligations, any of the Guarantors' Liabilities, any security, any of the Underlying Agreements or any one or more of the Trustee's or Noteholders' other arrangements or agreements with the Issuer, any Surety or any other Person;
(b) grant time, renewals, extensions, indulgences, releases or discharges to the Issuer or any Surety;
(c) increase or reduce the principal amount of, or the rate of interest on, any or all of the Obligations or any other amounts, rates or fees payable under or in respect of any or all of the Obligations, accept new, replacement or additional Notes or enter into revised, amended, supplemental, replacement, additional or new Underlying Agreements with or without the issue of new, replacement or additional Notes;
(d) alter, compromise, accelerate, extend or change the time or manner for payment or performance by the Issuer of, or by any other Person liable to the Trustee and the Noteholders with respect to, any or all of the Obligations;

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(e) take or abstain from taking security from the Issuer or any Surety or any other Person or abstain from completing, perfecting or maintaining the perfection of any security taken;
(f) release or add one or more Sureties or endorsers, accept additional or substituted security, or release, subordinate or postpone any security;
(g) accept compromises from the Issuer or any Surety or any other Person;
(h) do, or omit to do, anything to enforce the payment or performance of any of the Obligations or any security;
(i) give or refuse to give or continue giving any credit or any financial accommodation to the Issuer;
(j) prove any claim in any Liquidation Proceeding (as hereinafter defined) as it sees fit or refrain from proving any claim;
(k) apply any money received from the Issuer, the Guarantors, any Surety or any security upon such part of the Obligations as the Trustee and the Noteholders may see fit or change any such application in whole or in part from time to time as the Trustee and the Noteholders may see fit; or
(l) otherwise deal with the Obligations, the Issuer, the Guarantors, all Sureties and all other Persons as the Trustee and the Noteholders may see fit.

6.4 Indemnity

If, and to the extent that, any portion of the Obligations would not be recoverable from a Guarantor on the basis of a guarantee for any reason, then notwithstanding any other provision hereof, the Guarantors shall be liable hereunder as principal, and shall indemnify the Trustee and the Noteholders in respect of, such Obligations and shall pay the amount of such Obligations to the Trustee immediately after demand therefor.

6.5 Continuing Guarantee

This Guarantee shall be a continuing Guarantee and shall be binding as a continuing obligation of each Guarantor. For all purposes of the Guarantors' Liabilities, including without limitation the calculation of the amount of the Obligations at any time, every sum of money which is now or which may hereafter from time to time be due or owing to the Trustee or any Noteholder by the Issuer (or would have become so due or owing were it not for the insolvency, bankruptcy, reorganization or winding-up of the Issuer) shall be deemed to be and to continue to be due and owing to the Trustee or such Noteholder, as the case may be, until the same shall be actually paid in cash to the Trustee or such Noteholder, as the case may be, notwithstanding the insolvency, bankruptcy, reorganization or winding-up of the Issuer or any other event whatsoever. Each of the Guarantors agrees that, if at any time all or any part of any payment previously applied by the Trustee or any Noteholder to any of the Obligations is or must be rescinded or returned by the Trustee or such Noteholder, as the case may be, for any reason whatsoever (including without limitation the insolvency, bankruptcy, reorganization or winding-up of the Issuer), such Obligation shall, for the purpose hereof, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence, notwithstanding such application by the Trustee or such Noteholder, as the case may be, and this Guarantee shall continue to be effective or be reinstated, as the case may be, as to such Obligation, all as though such application by the Trustee or such Noteholder, as the case may be, had not been

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made. No assurance, security or payment which may be rescinded or avoided under any law relating to insolvency, bankruptcy, reorganization or winding-up and no release, settlement, discharge or arrangement which may have been given or made on the faith of any such assurance, security or payment shall prejudice or affect the rights of the Trustee and the Noteholders to recover from the Guarantors to the full extent of this Guarantee as if such assurance, security, payment, release, settlement, discharge or arrangement had never been granted, given or made. Any such release, settlement, discharge or arrangement shall as between the Trustee and the Noteholders and the Guarantors be deemed to have been given or made upon the express condition that it shall become and be wholly void and of no effect if the assurance, security or payment on the faith of which it was made or given shall at any time thereafter be rescinded or avoided as aforesaid, to the intent so that the Trustee and the Noteholders shall become and be entitled at any time after any such rescission or avoidance to exercise all or any of the rights conferred upon them hereunder and of all other rights which by virtue and as a consequence of this Guarantee they would have been entitled to exercise but for such release, settlement, discharge or arrangement.

6.6 Stay of Acceleration, etc.

If acceleration of the time for payment, or the liability of the Issuer to make any payment, of any amount specified to be payable by the Issuer in respect of the Obligations is stayed, prohibited or, otherwise affected upon the insolvency, bankruptcy, reorganization or winding-up of the Issuer or any moratorium affecting the payment of the Obligations by the Issuer, all such amounts otherwise subject to acceleration or payment shall nonetheless be deemed for all purposes of the Guarantees contained herein to be and to become due and payable by the Issuer and shall be payable by the Guarantors hereunder forthwith on demand by the Trustee.

6.7 Subrogation

Until all of the Obligations are paid and performed in full, no Guarantor shall be subrogated to any right or remedy of the Trustee or any Noteholder. No payment or payments to the Trustee and the Noteholders from a Guarantor on account of the Guarantors' Liabilities will entitle the Guarantor to claim repayment against the Issuer until all claims of the Trustee and the Noteholders against the Issuer for all of the Obligations are paid and satisfied in full. Each Guarantor, to the extent permitted by law, irrevocably releases and waives any claim, subrogation rights or right of contribution or indemnity (whether arising at law, in equity, by statute, by contract or otherwise) that it may now or in the future have against the Issuer because of any payment under this Guarantee if, and to the extent that, any such claim, rights or right would cause an allegation or assertion under any applicable Laws that such payment constitutes a preference in favour of the Trustee or any Noteholder or that such payment or such preference is recoverable from the Trustee or any Noteholder.

6.8 Bankruptcy

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payments in respect of all of the above referenced claims until all of the Obligations are paid and satisfied in full and the Guarantors will continue to be liable under this Guarantee for any unpaid balance of the Obligations. If any amount is paid to any Guarantor under any Liquidation Proceeding at any time when any Obligations remain outstanding or the Guarantor is liable to the Trustee and the Noteholders in respect of any of the Guarantors' Liabilities, such amount will be received and held in trust by the Guarantor for the benefit of the Trustee and the Noteholders and will be immediately paid to the Trustee to be credited and applied against the Obligations. The Trustee and the Noteholders may in their discretion value as they see fit, or may refrain from valuing, any security held by or for the benefit of any of them.

6.9 No Set-Off, etc.

All payments required to be made under these Guarantees will be made free and clear of, and without deduction for, any present or future Taxes (other than income Taxes imposed on the overall net income of the Noteholders), charges or withholdings, and without regard to any equities between the Guarantors, the Issuer or any other Person and the Trustee and the Noteholders, or any of them, and without regard to any defense, right of set-off, combination of accounts or cross-claim which any Guarantor, the Issuer or any other Person may have; provided, however, that if any Taxes are required by applicable Laws to be withheld from any amount payable to the Trustee or any Noteholder under these Guarantees, the amount so payable to the Trustee or such Noteholder shall be increased to the extent necessary to yield to the Trustee or such Noteholder (on a net basis after payment of all Taxes) the entire amount payable to the Trustee or such Noteholder under this Guarantee prior to, and without regard to, such withholding. Whenever any Taxes are payable by a Guarantor, as promptly as possible thereafter the Guarantor will send to the Trustee a certified copy of an original official receipt showing payment thereof. If the Guarantor fails to pay any Taxes when due or fails to remit to the Trustee the required documentary evidence thereof, the Guarantor will indemnify the Trustee and the Noteholders for any incremental Taxes, interest, penalties or other liabilities that may become payable by the Trustee or any Noteholder or to which the Trustee or any Noteholder may be subjected as a result of any such failure. A certificate of the Trustee or any Noteholder as to the amount of any such Taxes, interest or penalties shall be conclusive and binding in the absence of manifest error.

6.10 Interest

The liability of each Guarantor to make payments under this Guarantee will bear interest at a nominal rate per annum equal to the highest rate from time to time applicable to the Obligations. Such interest will be payable on demand and will be calculated, but not compounded, daily (both before and after judgment) from and including the date such payment becomes due and payable under this Guarantee to but not including the date of payment.

6.11 Waiver of Notice

Each of the Guarantors waives notice of acceptance of this Guarantee, notice of the creation, renewal or accrual of any of the Obligations and notice of any other liability to which this Guarantee may apply, and notice or proof of reliance by the Trustee and the Noteholders upon this Guarantee, and waives diligence, protest, notice of protest, presentment, demand of payment, dishonour, notice of dishonour or non-payment of any of the Obligations, suit or taking other action or making any demand against, and any other notice to, the Issuer or any other Person.

6.12 Enforcing Rights Against A Guarantor

This is a guarantee of payment and not of collection, and is the primary obligation of each Guarantor. The Trustee and the Noteholders will not be required to take any action or to exhaust their recourse against the Issuer, any Surety or any other Person, or to enforce or value any security, before being

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entitled to payment from, and to enforce their rights and remedies against, the Guarantors under this Guarantee.

6.13 Rights Not Exhaustive

All rights, powers and remedies of the Trustee and the Noteholders under this Guarantee are in addition to, and not in substitution for, any other rights, powers or remedies that the Trustee and the Noteholders have at any time with respect to the Obligations and the Guarantors' Liabilities, whether at law, in equity, under statute, by agreement, pursuant to security or otherwise. All rights, powers and remedies of the Trustee and the Noteholders are cumulative and not alternative and will not be exhausted by the exercise of any of the rights, powers or remedies under this Guarantee or otherwise against a Guarantor or any other Person, or by any number of successive actions, until and unless all of the Obligations have been paid and satisfied in full and each of the Guarantors' Liabilities has been fully paid.

6.14 Delivery and Completeness of Guarantee

Upon this Indenture bearing the signature of a person claiming to have authority to bind each Guarantor coming into the hands of the Trustee, it will be deemed to be finally executed and delivered by each Guarantor free from any promise or condition affecting or limiting the Guarantors' Liabilities except as expressly set forth in this Guarantee. No statement, representation, agreement or promise by any officer, employee or agent of the Trustee or any Noteholder, unless expressly set forth in this Guarantee, forms any part of this Guarantee or has induced the making of this Guarantee or in any way affects any of the Guarantors' Liabilities.

6.15 Additional Security

Subject to Section 6.16, the Guarantees contained herein are in addition to, and not in substitution for, any security of any kind from the Guarantors or any other Person now or in the future held by or for the benefit of the Trustee and the Noteholders.

6.16 Guarantee Limits

Notwithstanding any other provision of this Indenture, the liability of each Guarantor, and of each Designated Subsidiary or Affiliate executing and delivering a Guarantee to the Trustee pursuant to Section 8.7, shall not exceed the maximum amount permitted by applicable Laws. For greater certainty, in respect of the liability of each Guarantor and of each Designated Subsidiary or Affiliate executing and delivering a Guarantee to the Trustee pursuant to Section 8.7 and in determining the maximum amount permitted by applicable Laws, such maximum amount shall, to the extent permitted by applicable Laws, be the greater of (a) such amount calculated at the moment of entering into the Guarantee hereunder or, if applicable, under the Guarantee delivered pursuant to Section 8.7, and (b) such amount calculated at the time that the Noteholders' Collateral Bond is no longer held by the Trustee.

ARTICLE 7 COVENANTS OF THE ISSUER

7.1 Positive Covenants

So long as any Notes are outstanding and except as otherwise permitted by the terms hereof, the Issuer covenants and agrees with the Trustee for the benefit of the Noteholders:

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(a) Payment of Notes: to duly and punctually pay or cause to be paid to every Noteholder the principal, interest or Premium of or on the Notes and any interest accrued thereon on the dates and at the places and in the manner specified herein and in such Notes;
(b) Compliance with Law: to comply and cause each Designated Subsidiary to comply with all applicable Laws to which each of them is subject, including, without limitation, Environmental Laws, in each case to the extent necessary to ensure that noncompliance with such laws, ordinances or governmental rules or regulations could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;
(c) Insurance: to maintain and cause each of its Designated Subsidiaries to (or will for each of its Designated Subsidiaries) maintain, with financially sound and reputable insurers, insurance with respect to their respective properties and businesses against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto) as is customary in the case of entities of established reputations engaged in the same or a similar business and similarly situated; all such insurance shall include, at any time prior to the Collateral Bond Release Time, mortgage and loss payable endorsements in favour of the Collateral Trustee;
(d) Maintenance of Properties: to maintain and keep, and cause each of its Designated Subsidiaries to maintain and keep, or cause to be maintained and kept, their respective properties in good repair, working order and condition (other than ordinary wear and tear), so that the business carried on in connection therewith may be properly conducted at all times, provided that this Section 7.1(d) shall not prevent the Issuer or any Designated Subsidiary from discontinuing the operation and the maintenance of any of its properties if such discontinuance is desirable in the conduct of its business and the Issuer has concluded that such discontinuance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;
(e) Conduct of Business: subject to the express provisions hereof, to carry on and conduct or cause to be carried on and conducted its business and operations and the business and operations of its Designated Subsidiaries in a proper, efficient and businesslike manner in accordance with good business practice, to take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of their respective businesses, and to comply with all of their respective contractual obligations, all to the extent necessary to ensure that the failure to do so could not reasonably be expected to have a Material Adverse Effect;
(f) Payment of Taxes, etc.: to file or cause to be filed, for itself and each of its Designated Subsidiaries, all Tax returns required to be filed in any jurisdiction, and to pay and discharge, or cause to be paid and discharged, for itself and each of its Designated Subsidiaries, all Taxes shown to be due and payable on such returns and all other Taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such Taxes and assessments have become due and payable and before they have become delinquent, provided that neither the Issuer nor any Designated Subsidiary need pay any such Tax, assessment, charge or levy if (a) the amount, applicability or validity thereof is contested by the Issuer or such Designated Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Issuer or a Designated Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Issuer or such Designated Subsidiary or (b) the non-filing of such Tax returns or the

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nonpayment of all such Taxes, assessments, charges or levies, as the case may be, in the aggregate could not reasonably be expected to have a Material Adverse Effect;

(g) Payment of Obligations: to pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all their respective Material liabilities and Material obligations of whatever nature, except when the amount or validity thereof is currently being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and reserves in conformity with GAAP have been established with respect thereto;
(h) Corporate Existence, etc.: subject to the express provisions hereof, to, at all times, preserve and keep in full force and effect its corporate existence, rights and franchises and the corporate or partnership existence, rights and franchises of each of its Designated Subsidiaries unless, in its good faith judgment, the termination of or failure to preserve and keep in full force and effect such corporate existence, rights or franchises could not, individually or in the aggregate, have a Material Adverse Effect;
(i) Books and Records: to maintain and cause each of its Subsidiaries to maintain proper books of record and account in conformity with GAAP and all applicable requirements of any Governmental Authority having legal or regulatory jurisdiction over the Issuer or such Subsidiary, as the case may be;
(j) Guarantees: subject to the release provisions set forth in Section 8.7(b), to cause the Notes to at all times be guaranteed (to the maximum extent permitted by Law) by each Designated Subsidiary in accordance with the provisions of Section 8.7, unless (i) such Designated Subsidiary is prohibited by law from providing such Guarantee and (ii) such Designated Subsidiary has not guaranteed the Indebtedness of any other Person;
(k) Remuneration of Trustee: to pay to the Trustee from time to time reasonable remuneration for its services hereunder and pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in the administration or execution of the trusts hereby created (including the reasonable compensation and the disbursements of its thirdparty counsel and all other third-party advisers and assistants not regularly in its employ), both before any default hereunder and until all duties of the Trustee under the trusts hereof shall be finally and full performed, except where any such expense, disbursement or advance arises from its gross negligence, intentional fault or wilful misconduct; such remuneration shall continue to be payable until the trusts of this Indenture shall be finally wound up and whether or not the trusts of this Indenture shall be administered by or under the direction of a court;
(l) Other Acts of Things: generally, to truly perform and carry out all of the acts or things to be done by it as provided in this Indenture and the Transaction Documents;
(m) Financial and Business Information: to furnish to the Trustee:
(i) as soon as available, but in any event not later than 120 days after the end of each financial year of the Issuer, a copy of the audited consolidated balance sheet of the Issuer and its Subsidiaries as at the end of such financial year and the related audited consolidated statements of earnings, changes in financial position and shareholders’ equity for such financial year (in each case in accordance with GAAP), setting forth in each case in comparative form the

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figures for the previous financial year and reported on by independent chartered accountants of recognized national standing;

(ii) to the extent there are Excluded Subsidiaries, as soon as available, but in any event not later than 120 days after the end of each financial year of the Issuer, a copy of the unaudited consolidated balance sheet of the Issuer and its Designated Subsidiaries as at the end of such financial year and the related unaudited consolidated statements of earnings, changes in financial position and shareholders’ equity for such financial year (in each case in accordance with GAAP), setting forth in each case in comparative form the figures for the previous financial year;
(iii) as soon as available, but in any event not later than 60 days after the end of each of the first three financial quarters of each financial year of the Issuer, the unaudited consolidated and, to the extent prepared by the Issuer and its Subsidiaries, consolidating balance sheet of the Issuer and its Subsidiaries as at the end of such quarter and the related unaudited consolidated and, to the extent prepared by the Issuer and its Subsidiaries, consolidating statements of earnings, changes in financial position and shareholders’ equity for such quarter and the portion of the financial year through the end of such quarter (in each case in accordance with GAAP), setting forth in each case in comparative form the figures for the comparable portion of the previous financial year (subject to normal year-end audit adjustments);
(iv) as soon as available, but in any event not later than 60 days after the end of each of the first three financial quarters of each financial year of the Issuer, the unaudited consolidated balance sheet of the Issuer and its Designated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of earnings, changes in financial position and shareholders' equity for such quarter and the portion of the financial year through the end of such quarter (in each case in accordance with GAAP), setting forth in each case in comparative form the figures for the comparable portion of the previous financial year (subject to normal year-end audit adjustments);
(v) with respect to each financial year of each Excluded Subsidiary, if any, as soon as available after preparation, a copy of the audited, solely to the extent prepared, otherwise the unaudited, consolidated balance sheet of such Excluded Subsidiary and its consolidated Subsidiaries as at the end of such financial year and the related audited or unaudited, as applicable, consolidated statements of earnings, changes in financial position and shareholders’ equity for such financial year (in each case in accordance with GAAP), setting forth in each case in comparative form the figures for the previous financial year;
(vi) prompt notice (and in any event within 5 days thereof):
(A) of the occurrence of any Default or Event of Default;
(B) of any default or event of default under any Senior Indebtedness or any Subordinated Indebtedness of which written notice is received from, or which the Issuer or any Designated Subsidiary gives notice of to, any lender or holder thereof (or from any agent; trustee or other

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representative of any such lender or holder), together with a complete copy of such received written notice;

  - (C) of any rating of the Notes by a Designated Rating Organization, and of any change in any such rating (including, without limitation, any Ratings Event), in each case of which the Issuer becomes aware; and

  - (D) of any event occurring that could reasonably be expected to have a Material Adverse Effect; and

(vii) upon the occurrence and during the continuance of a Default or an Event of Default, such additional financial and other information as the Trustee or any Noteholder may from time to time request;
(n) Certificates: to furnish to the Trustee concurrently with the delivery of the financial statements referred to in Section 7.1(m)(i) and (iii), a Compliance Certificate stating that, to such officer’s knowledge, the Issuer and its Subsidiaries during the annual or quarterly period covered by such statements have observed or performed all of their respective covenants and other agreements, and satisfied every condition, contained in the Transaction Documents to be observed, performed or satisfied by them, and that such officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, and otherwise contains the information required thereby; and
(o) Trustee: to appoint a Trustee whenever necessary to avoid or fill a vacancy in the office of Trustee so that there shall at all times be a Trustee hereunder.

7.2 Negative Covenants

So long as any Notes are outstanding and except as otherwise expressly permitted by the terms hereof, the Issuer covenants and agrees with the Trustee, for the benefit of the Noteholders, that it will not, and will cause each of its Designated Subsidiaries not to, directly or indirectly:

(a) Limitation on Liens : create, incur, assume or suffer or permit to exist any Lien upon any of its property, whether now owned or hereafter acquired, except for (i) prior to the Collateral Bond Release Time, the Permitted Liens, and (ii) at and after the Collateral Bond Release Time, the Specified Permitted Liens, unless contemporaneously with the incurrence of such Lien which is not a Permitted Lien or Specified Permitted Lien, as applicable (the “ Other Lien ”), effective provision is made to secure the Notes or the applicable Guarantee, as the case may be, at least equally and rateably with the obligation secured by the Other Lien with a Lien on the same collateral;

For purposes of determining compliance with this covenant, in the event that any Lien is permitted under more than one of the clauses of the definition of "Permitted Liens" or “Specified Permitted Liens”, as applicable, the Issuer shall, in its sole discretion, classify such Lien and may divide and classify such Lien in more than one of the types of Liens described, and may later reclassify any Lien described in any of the clauses of the definition of "Permitted Liens" or “Specified Permitted Liens”, as applicable ( provided that at the time of reclassification the applicable Lien is permitted under such provision or provisions);

(b) Amalgamations, etc . : enter into any transaction of amalgamation or consolidation or merger or liquidate, wind-up or dissolve itself (or suffer any liquidation, winding-up or

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dissolution), or sell, lease, transfer or otherwise dispose of all or substantially all of the property and assets of the Issuer and the Designated Subsidiaries, taken as a whole (in one transaction or a series of transactions), unless, upon prior notice to the Collateral Trustee and the Trustee, for distribution to Noteholders, and delivery of any additional security reasonably required by the Collateral Trustee or the Trustee as a result thereof, and so long as no Default or Event of Default is then continuing or would result therefrom, either:

(i) the surviving or continuing Person is the Issuer or a Designated Subsidiary (for greater certainty, the Issuer shall be considered to be the surviving or continuing Person in the event of a statutory amalgamation governed by the laws of Canada or any province thereof of the Issuer with any Designated Subsidiary); or
(ii) any of the Issuer and any Designated Subsidiary may enter into transactions whereby all or substantially all of the property and assets of the Issuer and the Designated Subsidiaries (taken as a whole) would become the property of another Person (whether by merger, amalgamation, transfer or otherwise) if (x) the other Person is a Canadian federal or provincial corporation, and (y) the successor Person executes and delivers such documents as are necessary in the written Opinion of Counsel (with a copy of such opinion to be addressed to the Trustee for the benefit of the Noteholders) or counsel to the Trustee to evidence its assumption of the Issuer's obligations under the Transaction Documents or, in the case of a Designated Subsidiary, to guarantee payment and performance of the Issuer's obligations under the Transaction Documents to the same extent as had the transferor.

For greater certainty, if, as a result of the transactions contemplated by this Section 7.2(b), a Change of Control Triggering Event occurs, the provisions of Section 9.12 will apply.

Except as otherwise permitted under this Section 7.2(b), the Issuer will not (i) permit any Wholly-Owned Designated Subsidiary to issue shares to any Person other than to the Issuer or another Designated Subsidiary or (ii) sell, transfer, or otherwise dispose of (or permit any Designated Subsidiary to sell, transfer or otherwise dispose of) its shares of any Designated Subsidiary to any Person other than to another Designated Subsidiary.

Notwithstanding the foregoing, any Designated Subsidiary may consolidate, merge or amalgamate with or into or convey, transfer or lease, in one transaction or a series of transactions, all or substantially all of its assets to the Issuer or another Designated Subsidiary.

Upon any amalgamation, merger or consolidation of the Issuer or a Designated Subsidiary, or any transfer of all or substantially all of the assets of the Issuer and the Designated Subsidiaries in accordance with the foregoing, in which the Issuer or such Designated Subsidiary is not the continuing obligor under the Notes or its Guarantee, as applicable, the surviving entity formed by such amalgamation, merger or consolidation or into which the Issuer or such Designated Subsidiary is merged or the Person to which the sale, conveyance, lease, transfer, disposition or assignment is made will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Guarantor under this Indenture, the Notes and the Guarantees with the same effect as if such surviving entity had been named therein as the Issuer

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or such Guarantor and, except in the case of a lease, the Issuer or such Guarantor, as the case may be, will be released from the obligation to pay the principal of and interest on the Notes or in respect of its Guarantee, as the case may be, and all of the Issuer's or such Guarantor's other obligations and covenants under the Notes, this Indenture and its Guarantee, if applicable.

(c) Management Fee: pay management or other analogous payments to any Primary Affiliate (other than, if no Default or Event of Default then exists or would result therefrom, to the Issuer or any Guarantor) or any director, shareholder or officer thereof exceeding, in the aggregate for all Primary Affiliates during any financial year of the Issuer, 3% of the total consolidated revenues of the Issuer and its Designated Subsidiaries for such year; provided that the Issuer and its Designated Subsidiaries may, in addition to making any such payment permitted above, reimburse any Primary Affiliate for reasonable costs and expenses related to the activities in respect of which such management or other analogous payments are made;
(d) Credit Rating: So long as any Notes remain outstanding, the Issuer shall not request any of the Designated Rating Organizations then rating the Notes to withdraw their rating of the Notes such that there would be less than one (1) Designated Rating Organization rating the Notes. In the event that all of the Designated Rating Organizations rating the Notes cease to rate the Notes or fail to make a rating of the Notes publicly available for reasons outside of the Issuer's control and, as at such time, the Notes are not rated by any Designated Rating Organization, the Issuer will use commercially reasonable efforts to obtain a credit rating from another Designated Rating Organization acceptable to the Issuer and the Trustee, each acting reasonably.

7.3 Office for Notices, Payments and Registration of Transfer, etc.

The Issuer will maintain in Montreal, Québec, and in such other places acceptable to the Trustee as the Issuer Board shall designate from time to time, an office or agency where the Notes may be presented for payment, transfer or exchange and for exercise of conversion rights (if any) and where notices and demands to the Issuer in respect of the Notes and this Indenture may be served. The principal office of the Trustee in Montreal, Québec shall be such office or agency of the Issuer unless the Issuer shall designate and maintain some other office or agency for one or more such purposes. The Issuer will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. In case the Issuer shall fail to maintain any such office or agency or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the principal office of the Trustee at Montreal, Québec.

7.4 Not to Extend Time for Payment of Interest

Subject to the provisions of Section 11.11, in order to prevent any accumulation after maturity of unpaid interest on the Notes, the Issuer will not directly or indirectly extend or assent to the extension of time for payment of interest upon any Notes or directly or indirectly be or become a party to or approve any such arrangement by purchasing or funding interest on the Notes or in any other manner.

If the time for the payment of any interest shall be so extended, whether or not such extension is by or with the consent of the Issuer, notwithstanding anything herein or in the Notes contained, such interest shall not be entitled in case of default hereunder to the benefit of this Indenture until such time as payment in full has been made of the principal of all the Notes and of all interest on such Notes the payment of which has not been so extended.

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7.5 Performance of Covenants by Trustee

If the Issuer fails to perform any covenant on its part herein contained, the Trustee may, upon fifteen (15) Business Days' notice to the Issuer specifying the covenant which the Issuer has failed to perform, perform any of such covenants capable of being performed by it, and if any such covenant requires the payment or expenditure of money, the Trustee may make such payment or expenditure with its own funds or with money borrowed by or advanced to it for such purpose, but shall be under no obligation to do so, and all sums so expended or advanced shall be repayable by the Issuer in the manner provided in Section 7.1(k), but no such performance or payment shall be deemed to relieve the Issuer from any default or continuing obligation hereunder.

ARTICLE 8 SECURITY

8.1 Security

As continuing security for the due and punctual payment of all of the principal of, any applicable Premium in respect of, and interest on, the Notes, all other amounts from time to time payable under or in respect thereof and hereof, and the performance of the Issuer's obligations to the Noteholders and the Trustee contained therein, herein and in the other Transaction Documents (collectively, the " Obligations "), the Issuer has pledged and deposited with the Trustee a 25% demand secured bond (as same may be amended, restated, supplemented, replaced or otherwise modified from time to time, and including any other such Collateral Bonds issued from time to time in connection with the Notes, and this Indenture, the " Noteholders' Collateral Bond ") dated as of the date hereof in the principal amount of $1,675,000,000 which has been issued pursuant to the Collateral Bond Indenture. As security for its obligations under the Noteholders' Collateral Bond and the Collateral Bond Indenture (the " Bond Obligations "), the Issuer has mortgaged, hypothecated, charged and otherwise granted a security interest to and in favour of the Collateral Trustee over substantially all its real (immovable) and personal (movable) property and undertakings of every nature and kind. The Bond Obligations are also secured by guarantees supported by mortgages, hypothecs, charges and security interests granted by certain Wholly-Owned Subsidiaries of the Issuer to the Collateral Trustee. As a result, the Issuer acknowledges and confirms that the Obligations are indirectly secured by Liens over all of its present and future property and undertaking and all of such Wholly-Owned Designated Subsidiaries' present and future property and undertaking.

8.2 Further Assurances

The Issuer acknowledges to and covenants with the Trustee that it shall from time to time (a) deliver or cause to be delivered to the Trustee, the Collateral Trustee and/ or the Noteholders (subject to the provisions of the Inter-Lender Agreement and any Future Inter-Lender Agreement) such documents, guarantees and security as shall be reasonably required to ensure that the Indebtedness evidenced by the Notes and this Indenture, and any other Indebtedness owed by the Issuer to Notes under the Transaction Documents, at all times ranks not less than pari passu (in respect of payment priority, the priority of any Liens directly or indirectly securing any Senior Indebtedness and the benefits of any guarantees directly or indirectly securing any Senior Indebtedness, and in respect of payment priority and the priority of any Liens directly or indirectly securing any such guarantees of Senior Indebtedness, all subject to (i) prior to the Collateral Bond Release Time and after the occurrence of the circumstances outlined in the third paragraph of Section 8.4 or in Section 8.5, Permitted Liens and (ii) at and after the Collateral Bond Release Time, Specified Permitted Liens, or in any case as otherwise permitted in Section 7.2(a)), without discrimination, preference or priority (other than, as provided pursuant to the Security Documents, as benefits the Noteholders and the holders of other Senior Indebtedness now or hereinafter enjoying the security of the Collateral Bond Indenture Security Documents over one or more other holders of Senior Indebtedness that do not hold the benefits of

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such security), with all other Senior Indebtedness outstanding from time to time (including, without limitation, the Indebtedness under the Syndicated Credit Agreement) and in priority to all Subordinated Indebtedness; and (b) execute and deliver all such agreements, documents, financing statements and other instruments, and do all such things, and shall cause each of its Designated Subsidiaries to from time to time execute and deliver all such agreements, documents, financing statements and other instruments, and do all such things, as, in the reasonable Opinion of Counsel to the Trustee are necessary or desirable for maintaining the validity and priority of the Issuer's and its Designated Subsidiaries' obligations pursuant to the Transaction Documents.

The Issuer will, and will cause each of its Designated Subsidiaries to, take all actions necessary or desirable to ensure that, except as otherwise expressly provided in the Transaction Documents, each of the Security Documents remains in full force and effect.

The Issuer shall cause the Obligations to be at all times secured, directly or indirectly, by valid and enforceable first priority and ranking Liens on substantially all of the present and future real (immovable) and personal (movable) property and undertaking of the Issuer and the Designated Subsidiaries subject only to (a) prior to the Collateral Bond Release Time and after the occurrence of the circumstances outlined in the third paragraph of Section 8.4 or in Section 8.5, Permitted Liens and (b) at and after the Collateral Bond Release Time, Specified Permitted Liens, or in any case as otherwise permitted in Section 7.2(a).

8.3 Registration

The Issuer covenants with the Trustee that to the extent possible prior to, and otherwise immediately after, the execution of each Collateral Bond Document, the Issuer shall, at the request of the Trustee, register, file or record such Collateral Bond Document (or a financing statement or such other document as may be appropriate under applicable Laws) in all offices in all jurisdictions where, in the opinion of Counsel or counsel to the Trustee, such registration, filing or recording is necessary or desirable to the security interests granted thereby and the Issuer shall deliver to the Trustee certificates establishing each such registration, filing or recording, and shall, at the request of the Trustee, do, observe and perform all matters and things including renewals of such registrations, filings or recordings necessary or expedient to be done, observed and performed for the purpose of creating, perfecting and maintaining such security interests as valid and effective first priority perfected security interests, subject only to Permitted Liens or Specified Permitted Liens, as applicable, or as otherwise permitted in Section 7.2(a). The Issuer will pay or indemnify the Trustee and the Noteholders against any and all stamp duties, registration fees and similar Taxes or charges which may be payable or determined to be payable in connection with the execution, delivery, performance, registration or enforcement of any of the Collateral Bond Documents or any of the transactions contemplated by any of the Collateral Bond Documents.

8.4 Release of Noteholders' Collateral Bond

So long as (a) no Default or Event of Default is then continuing or would result therefrom; (b) the Investment Grade Threshold is met, and (c) the Trustee shall have received evidence satisfactory to the Trustee that (i) contemporaneously with or immediately following such delivery by the Trustee, all other Collateral Bonds issued out of or under the Collateral Bond Indenture have been or will be delivered to the Collateral Trustee or the Issuer for cancellation and destruction and (ii) all Liens (other than Specified Permitted Liens or as otherwise permitted in Section 7.2(a)) affecting property or assets of the Issuer or any of its Designated Subsidiaries have been or will be released, the Trustee agrees to deliver the Noteholders' Collateral Bond to the Issuer or to the Collateral Trustee for cancellation and destruction at such time. For greater certainty and notwithstanding the foregoing, the Trustee shall not be required to deliver the Noteholders’ Collateral Bond to the Issuer or the Collateral Trustee for cancellation and destruction unless and until the security granted in connection with all Senior

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Indebtedness of the Issuer (and each related Collateral Bond) shall have been so discharged and cancelled by the relevant creditors, except for Specified Permitted Liens or as otherwise permitted in Section 7.2(a).

The Issuer covenants and agrees that, at any time at and after the Collateral Bond Release Time, it shall not, and shall not permit its Designated Subsidiaries to, directly or indirectly, create, incur, assume or suffer or permit to exist any Lien upon any of its or their property, whether now owned or hereafter acquired, except for the Specified Permitted Liens or as otherwise permitted in Section 7.2(a).

If, at any time after the Collateral Bond Release Time, any of the Notes on an unsecured basis are rated less than an Investment Grade Rating by any single Designated Rating Organization (unless at such time such Indebtedness is rated by three or more Designated Rating Organizations, in which event by any two Designated Rating Organizations), then the Issuer shall, and shall cause each of its Designated Subsidiaries, within sixty (60) days of the announcement of the rating triggering the requirements hereunder, to make or cause to be made effective provision reasonably satisfactory in form and substance satisfactory to the Trustee (including, without limitation, opinions of counsel relating thereto) whereby the Notes and all relevant Senior Indebtedness will be secured on a first priority basis, subject only to Permitted Liens or as otherwise permitted in Section 7.2(a), by substantially all of the assets of the Issuer and the Designated Subsidiaries.

8.5 Partial Discharges of Noteholders' Collateral Bond Security

Upon the written request by the Issuer delivered to the Trustee and which is accompanied by an Officer's Certificate certifying that:

(a) the transaction in respect of which the request is made is permitted pursuant to the terms of this Indenture and the Notes; and
(b) no Default or Event of Default is then continuing or would result from the transaction in respect of which the request is made;

the Trustee shall, at the expense of the Issuer, and without requiring any further consent or approval of any Noteholder, execute and deliver to the Issuer and to any party reasonably required by the Issuer a written approval as a Collateral Bondholder to the release, with or without further conditions, of the property and assets in respect of which the discharge is requested, together with any other consent, confirmation or other document requested in respect thereof.

8.6 Trustee Consent to Issue of Collateral Bonds

If at any time before the Noteholders' Collateral Bond has been released, the Issuer should propose to issue any additional Collateral Bonds under the Collateral Bond Indenture, the Trustee shall consent to such issuance upon the written request by the Issuer and receipt by the Trustee and which is accompanied by an Officer's Certificate certifying that:

(a) the issuance of such additional Collateral Bonds and the underlying indebtedness of the Issuer or a Designated Subsidiary is permitted pursuant to the terms of this Indenture; and
(b) no Default or Event of Default is then continuing or would result from the transaction in respect of which the request is made.

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The Trustee is hereby granted the authority, without any further act of the Noteholders or any of them, to provide, execute and deliver to the Issuer, promptly at its request and expense and promptly to the Collateral Trustee and any holder of Collateral Bonds issued under the Collateral Bond Indenture, any acknowledgement, consent or other document required by any of them confirming the foregoing consent.

8.7 Guarantees

(a) The Issuer covenants and agrees that subject to Section 6.16, (i) within 30 days of any Person becoming a Designated Subsidiary, it will cause such Designated Subsidiary to execute and deliver a guarantee to the Trustee, substantially in the form attached hereto as Schedule "D", guaranteeing all amounts owing or that may become owing by the Issuer in respect of the Notes, and (ii) notwithstanding anything else in this Indenture and the other Transaction Documents, in no event will the Issuer permit any Designated Subsidiary or other Affiliate of the Issuer directly or indirectly to guarantee any Senior Indebtedness of the Issuer or of any Designated Subsidiary unless, prior to or contemporaneously therewith, the Issuer causes such Designated Subsidiary or other Affiliate to execute and deliver a guarantee to the Trustee, substantially in the form attached hereto as Schedule "D", guaranteeing all amounts owing or that may become owing by the Issuer in respect of the Notes.
(b) Upon the written request by the Issuer delivered to the Trustee and which is accompanied by an Officer's Certificate certifying that:
(i) the holders of all Collateral Bonds (other than the Noteholders' Collateral Bond) secured by the Collateral Bond Indenture have released the Guarantee of any Subsidiary (other than a Canadian Subsidiary) and have executed and delivered a written approval, as Collateral Bondholder, to the release of any security given by such Subsidiary to the Collateral Trustee;
(ii) immediately following such release, such Subsidiary has not guaranteed or granted security in respect of any Senior Indebtedness (other than the Noteholders’ Collateral Bond);
(iii) no Default or Event of Default is then continuing or would result from the transaction in respect of which the request is made; and
(iv) the Trustee and its counsel have received evidence to the foregoing;

then the Trustee shall promptly, at the request and expense of the Issuer, and without requiring any further consent or approval of any Noteholder, execute and deliver to such Subsidiary, the Issuer and any party reasonably required by the Issuer a release of its Guarantee hereunder and a written approval as a holder of a Collateral Bond to the release of any security given by such Subsidiary to the Collateral Trustee.

8.8 Additional Security

The Issuer covenants and agrees that, upon any sale, lease, transfer or other disposition by any Subsidiary that is a Guarantor to any other Subsidiary of the Issuer, the Issuer shall cause such receiving Subsidiary to enter into, execute and deliver to the Collateral Trustee any and all such security and other documents as the Collateral Trustee may reasonably require to ensure that the receiving Subsidiary is a Subsidiary Guarantor with guarantee obligations to the Collateral Trustee not less than those of the disposing Subsidiary, and that the property or assets so disposed of are subject

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to security in favour of the Collateral Trustee to the same extent as that given to the Collateral Trustee by the disposing Subsidiary in respect of such property or assets.

ARTICLE 9 DEFAULT AND ENFORCEMENT OR CHANGE OF CONTROL

9.1 Events of Default

Except as otherwise provided in any Terms Schedule or Supplemental Indenture, the occurrence of any one or more of the following events or circumstances which has occurred and is continuing constitutes an " Event of Default " under this Indenture:

(a) Repayment of Notes : The failure of the Issuer to pay the principal amount of any Note, or any Premium, when due for payment under such Note;
(b) Payment of Interest : The failure of the Issuer to pay any interest when due under a Note hereunder, and the continuance of such failure to pay for 30 days;
(c) Bankruptcy
(i) Voluntary : If the Issuer or any Designated Subsidiary shall (A) commence any proceedings (including a notice of intention or a proposal under the Bankruptcy and Insolvency Act (Canada) and an application for a compromise or arrangement under the Companies' Creditors Arrangement Act (Canada) or any successor or equivalent legislation) or a voluntary case under the federal bankruptcy laws of the United States of America (as now or hereafter in effect), (B) file a petition seeking to take advantage of any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, relating to itself or to a substantial part of its assets, (C) by any act indicate consent to or approval of or acquiescence in any petition filed against it in any proceedings or involuntary case under such bankruptcy laws or other laws, (D) apply for, or by any act indicate consent to or approval of or acquiescence in, the appointment of, or the taking of possession by, a receiver, custodian, trustee, liquidator or the like of itself or of a substantial part of its assets, domestic or foreign, (E) admit in writing its inability to pay, or generally not be paying, its debts (other than those that are the subject of bona fide disputes) as they become due, (F) make a general assignment for the benefit of creditors, or (G) take any corporate, company or partnership or other action for the purpose of effecting any of the foregoing; or;
(ii) Involuntary : If (A) any proceedings or case shall be commenced against the Issuer or any Designated Subsidiary or all or a substantial part of the assets of the Issuer or any Designated Subsidiary seeking (y) relief under the laws referred to above in paragraph (i) of this Section 9.1(c) (as now or hereafter in effect) or under any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, or (z) the appointment of a trustee, receiver, custodian, liquidator or the like of the Issuer or any Designated Subsidiary or all or a substantial part of the assets of the Issuer or any Designated Subsidiary, and such proceedings or case shall continue undismissed and unstayed for a period of sixty (60) days, or (B) an order granting the relief requested in such proceedings or case against the Issuer or any Designated Subsidiary shall be made, granted or entered;

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(d) Breach of Other Covenants : If the Issuer or any Designated Subsidiary is in default in observing or performing any other material covenant or condition contained in any of the Transaction Documents (other than those heretofore dealt with in this Section 9.1) and the continuance thereof for 60 consecutive days after notice thereof to the Issuer from the Trustee or the holders of at least 25% of the principal amount of the outstanding Notes.
(e) Cross Acceleration : If the Issuer or any Designated Subsidiary is in default under any mortgage, indenture or other instrument or agreement under which there may be issued or by which there may be secured or evidenced Indebtedness for borrowed money by the Issuer or any Designated Subsidiary (other than this Indenture), whether such Indebtedness now exists or is incurred after the Issue Date, which default:
(i) is caused by a failure to pay at its Stated Maturity principal on such Indebtedness within the applicable express grace period and any extensions thereof, and the time for payment of such Indebtedness is not waived (a " Payment Default "); or
(ii) results in the acceleration of such Indebtedness prior to its Stated Maturity (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Issuer or such Designated Subsidiary of notice of any such acceleration);

and, in each case, the principal amount of such Indebtedness, together with the principal amount of any other Indebtedness with respect to which an event described in clause (i) or (ii) has occurred and is continuing, aggregates in excess of the Threshold Amount.

(f) Judgments : If one or more final non-appealable judgments (to the extent not covered by insurance) for the payment of money in an aggregate amount in excess of the Threshold Amount shall be rendered against the Issuer or any Designated Subsidiary and the same shall remain undischarged for a period of 60 consecutive days during which execution shall not be effectively stayed.
(g) Transaction Documents : If any Transaction Document or any part thereof shall, at any time after its respective execution and delivery and for any reason (other than release or discharge as contemplated herein or therein), cease to be in full force and effect, or if the validity or enforceability thereof is disputed in any manner by the Issuer or any of its Subsidiaries and, in the case of any Security Document, such event relates to security over property and assets having a Value equal to or exceeding 10% of the property and assets of the Issuer and its Designated Subsidiaries on a consolidated basis.
(h) Security Documents : If any of the Security Documents or any part thereof affecting property and assets having a Value equal to or in excess of 10% of the Value of the property and assets of the Issuer and its Designated Subsidiaries on a consolidated basis shall, at any time after its execution and delivery and for any reason (other than release or discharge as contemplated herein or therein) cease to constitute a Lien of the nature and priority specified in or contemplated by the Transaction Documents.

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9.2 Notice of Event of Default

(a) If an Event of Default shall occur and be continuing, the Trustee shall, within 30 days after such Event of Default, give notice of such Event of Default to the Noteholders in the manner provided in Section 12.2.
(b) If notice of an Event of Default has been given to Noteholders and the Event of Default is thereafter remedied or cured, notice that the Event of Default is no longer continuing shall be given by the Trustee to the Persons to whom notice of the Event of Default was given pursuant to this Section 9.2, such notice to be given within a reasonable time, not to exceed 30 days, after the Trustee becomes aware that the Event of Default has been remedied or cured.

9.3 Acceleration

Subject to Section 9.4, if an Event of Default shall have occurred and be continuing under this Indenture, the Trustee, by written notice to the Issuer, or the holders of at least 25% in aggregate principal amount of the Notes then outstanding by written notice to the Issuer and the Trustee, may (a) deliver any notice required pursuant to Section 5 of the Inter-Lender Agreement or any similar clause in any Future Inter-Lender Agreement, and (b) declare (an " acceleration declaration ") all amounts owing under the Notes to be due and payable. Upon such acceleration declaration, subject to the provisions of the Inter-Lender Agreement and any Future Inter-Lender Agreement, the aggregate principal (and Premium, if any) of and accrued and unpaid interest on the outstanding Notes shall become due and payable immediately. The Issuer shall deliver to the Trustee, within 10 days after the occurrence thereof, notice of any Payment Default or acceleration referred to in Subsection 9.1(e).

9.4 Waiver of Event of Default

Upon the happening of an Event of Default, the holders of the Notes then outstanding shall have power by Extraordinary Resolution in writing to instruct the Trustee to waive such Event of Default and to cancel any declaration made by the Trustee pursuant to Section 9.3, and the Trustee shall thereupon waive the Event of Default or cancel such declaration upon such terms and conditions as shall be prescribed in such Extraordinary Resolution, provided that, notwithstanding the foregoing, if the Event of Default has occurred by reason of the non-observance or non-performance by the Issuer of any covenant applicable only to one or more particular Series of Notes, then the Noteholders of the outstanding Notes of that Series or those Series, as the case may be, shall be entitled by Extraordinary Resolution (or by separate Extraordinary Resolutions if more than one Series of Notes is so affected) to exercise the foregoing power as if the Notes of that Series or those Series, as the case may be, were the only Notes outstanding hereunder and the Trustee shall act in accordance with the instructions set out in any such Extraordinary Resolutions and it shall not be necessary to obtain a waiver from the Noteholders of any other Series of Notes.

No delay or omission of the Trustee or of the holders in exercising any right or power accruing upon any Event of Default shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or acquiescence therein, and no act or omission, either of the Trustee or of the holders, shall extend to or be taken in any manner whatsoever to affect any subsequent Event of Default or the rights resulting therefrom.

The Trustee, so long as it has not become bound to institute any proceedings hereunder, shall have power, but not the obligation, to waive the default as the Trustee shall determine, in its discretion, if, in the Trustee's opinion, relying on the advice of Counsel, the same shall have been cured or adequate satisfaction made therefor, and in such event to cancel any such declaration or demand theretofore

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made by the Trustee in the exercise of its discretion, upon such terms and conditions as the Trustee may deem advisable.

9.5 Enforcement by the Trustee

(a) Subject to the provisions of Section 9.4 and to the provisions of any Extraordinary Resolution, if the Issuer shall fail to pay to the Trustee, forthwith after the same shall have been declared to be due and payable under Section 9.3, the principal of and Premium and interest on all Notes then outstanding, together with any other amounts due hereunder, the Trustee may, and shall, upon receipt of a Noteholders' Request and upon being secured, funded and indemnified to its reasonable satisfaction against all costs, expenses and liabilities to be incurred, proceed in its name as trustee hereunder to obtain or enforce payment of such principal of and Premium and interest on all the Notes then outstanding together with any other amounts due hereunder by such proceedings authorized by this Indenture or by law or equity (including the enforcement of its rights and remedies as the holder of the Noteholders' Collateral Bond and any of its other rights or the rights of the Noteholders under any of the Transaction Documents) as the Trustee in such request shall have been directed to take, or if such request contains no such direction, then by such proceedings authorized by this Indenture or by suit at law or in equity as the Trustee shall deem expedient (including the enforcement of its rights and remedies as the holder of the Noteholders' Collateral Bond and any of its other rights or the rights of the Noteholders under any of the Transaction Documents).
(b) The Trustee shall be entitled and empowered, either in its own name or as trustee of an express trust, and otherwise pursuant to applicable Law for and on behalf of the Noteholders or as attorney-in-fact for the Noteholders, or in any one or more of such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the Noteholders allowed in any insolvency, bankruptcy, liquidation or other judicial proceedings relative to the Issuer, a Guarantor or its creditors or relative to or affecting its Property. The Trustee is hereby irrevocably appointed (and the successive respective Noteholders by taking and holding the same shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorneyin-fact of the respective Noteholders with authority to make and file in the respective names of the Noteholders or on behalf of the Noteholders as a class, subject to deduction from any such claims of the amounts of any claims filed by any of the Noteholders themselves, any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any such other documents and to do and perform any and all such acts and things, for and on behalf of such Noteholders, as may be necessary or advisable, in the opinion of the Trustee relying on the advice of Counsel, in order to have the respective claims of the Trustee and of the Noteholders against the Issuer, a Guarantor or their Property allowed in any such proceeding, and to receive payment of or on account of such claims, provided that nothing contained in this Indenture shall be deemed to give to the Trustee, unless so authorized by Extraordinary Resolution, any right to accept or consent to any plan of reorganization or otherwise by action of any character in such proceeding to waive or change in any way any right of any holder.
(c) The Trustee shall also have power at any time and from time to time to institute and to maintain such suits and proceedings as it may be advised by Counsel shall be

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necessary or advisable to preserve and protect its interests and the interests of the Noteholders.

(d) All rights of action hereunder may be enforced by the Trustee without the possession of any of the Notes or the production thereof on the trial or other proceedings relative thereto. Any such suit or proceeding instituted by the Trustee shall be brought in the name of the Trustee as trustee of an express trust and otherwise pursuant to applicable Law for and on behalf of the Noteholders, and any recovery of judgment shall subject to the provisions of this Indenture, and after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel, be for the rateable benefit of the Noteholders. In any proceeding brought by the Trustee (and also any proceeding in which a declaratory judgment of a court may be sought as to the interpretation or construction of any provision of this Indenture, to which the Trustee shall be party), the Trustee shall be held to represent all the Noteholders, and it shall not be necessary to make any Noteholders parties to any such proceeding.

9.6 Suits by Noteholders

No Noteholder shall have any right to institute any action, suit or proceeding at law or in equity for the purpose of enforcing payment of the principal of or any Premium or interest on the Notes or for the execution of any trust or power hereunder or for the appointment of a liquidator or receiver or for a receiving order under bankruptcy legislation or to have the Issuer or a Guarantor wound up or to file or prove a claim in any liquidation or bankruptcy proceeding or for any other remedy unless:

(a) the Noteholders, by Extraordinary Resolution or by Noteholders' Request, shall have made a request to the Trustee and the Trustee shall have been afforded reasonable opportunity either itself to proceed to exercise the powers conferred upon it or to institute an action, suit or proceeding in its name for such purpose;
(b) the Noteholders or any of them shall have furnished to the Trustee, when so requested by the Trustee, sufficient funds and security and indemnity satisfactory to the Trustee against the costs, expenses and liabilities to be incurred therein or thereby; and
(c) the Trustee shall have failed to act within a reasonable time after such notification, request and provision of funding, security and indemnity.
(d) If a Noteholder has the right to institute proceedings under this Section 9.6, such Noteholder, acting on behalf of itself and all other Noteholders, will be entitled to commence proceedings in any court of competent jurisdiction in which the Trustee might have commenced proceedings under Section 9.5.

9.7 Application of Money

Except as herein otherwise expressly provided, any money received by the Trustee or a Noteholder pursuant to this Article 9 or as a result of legal or other proceedings, or from any trustee in bankruptcy or liquidator of the Issuer or a Guarantor, shall be applied, together with other money in the hands of the Trustee available for such purpose, as follows:

(a) first, in payment or in reimbursement to the Trustee of its compensation, costs, charges, expenses, borrowings, advances or other amounts furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided;

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(b) second, in payment of the principal of and Premium and accrued and unpaid interest and interest on amounts in default on the Notes which shall then be outstanding in the priority of principal first and then Premium and then accrued and unpaid interest and interest on amounts in default unless otherwise directed by an Extraordinary Resolution, and in that case in such order or priority as between principal, Premium and interest as may be directed by such Extraordinary Resolution; and
(c) third, in payment of the surplus, if any, of such money to the Issuer or its assigns unless otherwise required by law;

provided, however, that no payment shall be made pursuant to Subsection 9.7(b) in respect of the principal of or Premium or interest on any Note held, directly or indirectly, by or for the benefit of the Issuer or any Affiliate of the Issuer (other than any Note pledged for value and in good faith to a Person other than the Issuer or any Affiliate of the Issuer, but only to the extent of such Person's interest therein) until the prior payment in full of the principal of and Premium and interest on all Notes which are not so held; provided further that the Trustee shall not be liable to any Noteholder in respect of any payment by it on any Note so held.

9.8 Distribution of Proceeds

Payments to Noteholders pursuant to Subsection 9.7(b) shall be made as follows:

(a) at least 15 days' notice of every such payment shall be given in the manner provided in Section 12.2 specifying the time and the place or places at which the Notes are to be presented and the amount of the payment and the application thereof as between principal, Premium and interest;
(b) payment in respect of any Note shall be made upon presentation thereof at any one of the places specified in such notice and any such Note thereby paid in full shall be surrendered, otherwise a memorandum of such payment shall be endorsed thereon, but the Trustee may in its discretion dispense with presentation and surrender or endorsement in any case upon such indemnity being given as the Trustee shall consider sufficient; and
(c) from and after the date of payment specified in the notice, interest shall accrue only on the amount owing on each Note after giving credit for the amount of the payment specified in such notice unless the Note in respect of which such amount is owing is duly presented on or after the date so specified and payment of such amount is not made.

9.9 Remedies Cumulative

Subject to Section 9.4, no remedy herein conferred upon or reserved to the Trustee or upon or to the Noteholders is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now existing or hereafter to exist by law.

9.10 Judgment Against the Issuer

In case of any judicial or other proceedings to enforce the rights of the Noteholders, judgment may be rendered against the Issuer in favour of the Noteholders or in favour of the Trustee, as trustee for the Noteholders, for any amount which may remain due in respect of the principal for the Notes, the Premium and the interest thereon.

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9.11 Immunity of Officers and Others

No director, officer, employee or incorporator of the Issuer or any Guarantor, or shareholder of the Issuer, or annuitant under a plan of which a shareholder of the Issuer is a trustee or carrier will have any liability for any indebtedness, obligations or liabilities of the Issuer under the Notes or the Indenture or of any Guarantor under its Guarantee or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder by accepting a Note waives and releases all such liability. The waiver and release provided for in this Section 9.11 are part of the consideration for issuance of the Notes and the Guarantees. The waiver may not be effective to waive liabilities under applicable securities laws.

9.12 Offer to Purchase Notes upon Change of Control

(a) Upon the occurrence of any Change of Control Triggering Event, unless the Issuer has previously or concurrently exercised its right to redeem all of the Notes as described in Article 5, each holder will have the right to require that the Issuer purchase all or any portion (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that holder's Notes for a cash price (the " Change of Control Purchase Price ") equal to 101% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest, if any, thereon to, but excluding, the date of purchase.
(b) No later than 30 days following any Change of Control Triggering Event, the Issuer will deliver, or cause to be delivered, to the holders, with a copy to the Trustee, a notice:
(i) describing the transaction or transactions that constitute the Change of Control Triggering Event;
(ii) offering to purchase, pursuant to the procedures required by this Indenture and described in the notice (a " Change of Control Offer "), on a date specified in the notice, which shall be a Business Day not earlier than 30 days, nor, unless such Change of Control Offer is being made in advance of a Change of Control Triggering Event as contemplated below, later than 60 days, from the date the notice is delivered (the " Change of Control Payment Date "), and for the Change of Control Purchase Price, all Notes properly tendered by such holder pursuant to such Change of Control Offer; and
(iii) describing the procedures, as determined by the Issuer, consistent with this Indenture, that holders must follow to accept the Change of Control Offer.
(c) Prior to 10:00 a.m. on the Change of Control Payment Date, the Issuer will, to the extent lawful, deposit with the Paying Agent an amount equal to the Change of Control Purchase Price in respect of the Notes or portions of Notes properly tendered (less any Taxes required by law to be deducted or withheld).
(d) On the Change of Control Payment Date, the Issuer will, to the extent lawful:
(i) accept for payment all Notes or portions of Notes (of $1,000 or integral multiples of $1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer; and
(ii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer's Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer.

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(e) The Paying Agent will promptly deliver to each holder who has so tendered Notes the Change of Control Purchase Price for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new Note equal in principal amount to any unpurchased portion of the Notes so tendered, if any; provided that each such new Note will be in a principal amount of $1,000 or integral multiples of $1,000 in excess thereof.
(f) If the Change of Control Payment Date is on or after an interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, will be paid on the relevant Interest Payment Date to the Person in whose name a Note is registered at the close of business on such Record Date.
(g) A Change of Control Offer will be required to remain open for at least 20 Business Days or for such longer period as is required by law. The Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the date of purchase.
(h) The provisions described above that require the Issuer to make a Change of Control Offer following a Change of Control Triggering Event will be applicable regardless of whether any other provisions of this Indenture are applicable to the transaction giving rise to the Change of Control Triggering Event. Except as described above with respect to a Change of Control Triggering Event, this Indenture does not contain provisions that permit the Noteholders to require that the Issuer repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(i) The Issuer's obligation to make a Change of Control Offer will be satisfied if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under such Change of Control Offer.
(j) The Issuer will comply with all applicable securities legislation in Canada and any other applicable Laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that any applicable securities laws or regulations conflict with the "Change of Control" provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the "Change of Control" provisions of this Indenture by virtue of such compliance.
(k) Notwithstanding any other provision of this Indenture, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(l) Notwithstanding any other provision of this Indenture, the Issuer will not be required to make a Change of Control Offer if, in connection with or in contemplation of any Change of Control Triggering Event, it has made an offer to purchase (an " Alternate Offer ") any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Purchase Price and has purchased all Notes properly tendered in accordance with the terms of such Alternate Offer.
(m) In the event that holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer or an Alternate Offer and the

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Issuer purchases all of the Notes held by such holders, the Issuer will have the right, upon not less than 30 days' nor more than 60 days' prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer or Alternate Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price per Note equal to the amount paid to purchase a Note pursuant to the Change of Control Offer or the Alternate Offer, as the case may be, plus, to the extent not included in such redemption price, accrued and unpaid interest on the Notes that remain outstanding, to the date of redemption (subject to the right of holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the redemption date).

ARTICLE 10 CANCELLATION, DISCHARGE AND DEFEASANCE

10.1 Cancellation

All Notes shall, forthwith after payment is made in respect thereof, be delivered to the Trustee and cancelled by it. All Notes cancelled or required to be cancelled under this or any other provision of this Indenture shall be cancelled by the Trustee, and if required by the Issuer the Trustee shall furnish to the Issuer a cancellation certificate in respect of the Notes so cancelled.

10.2 Non-Presentation of Notes

If the holder of any Note shall fail to present the same for payment on the date on which the principal thereof and Premium become payable either at Stated Maturity or otherwise or shall not accept payment on account thereof and give such receipt therefor, if any, as the Trustee may require, then:

(a) the Issuer shall be entitled to pay to the Trustee and direct it to set aside; or
(b) in respect of money in the hands of the Trustee which may or should be applied to the payment of the Notes, the Issuer shall be entitled to direct the Trustee to set aside; or
(c) in the case of redemption pursuant to notice given by the Trustee, the Trustee may itself set aside,

the principal amount and the Premium and interest, as the case may be, in trust to be paid to the holder of such Note upon due presentation or surrender thereof in accordance with this Indenture, and thereupon the principal amount and Premium and interest payable on such Note in respect of which such amount has been set aside shall be deemed to have been paid and the holder thereof shall thereafter have no right in respect thereof other than to receive payment of the amount so set aside (without interest on such money such interest being the Property of the Issuer) upon due presentation and surrender thereof, subject to Section 10.3.

10.3 Paying Agent and Trustee to Repay Monies Held

Upon the satisfaction and discharge of this Indenture all money then held by any Paying Agent of the Notes (other than the Trustee) shall, upon demand by the Issuer, be repaid to it or paid to the Trustee, and thereupon such Paying Agent shall be released from all further liability with respect to such monies. Upon satisfaction and discharge of this Indenture all money then held by the Trustee in respect of the Notes shall, upon demand by the Issuer, be repaid to it, in accordance with applicable legislation, and thereupon the Trustee shall be released from all further liability with respect to such monies.

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10.4 Repayment of Unclaimed Money

Any amount set aside under Section 10.2 and not claimed by and paid to Noteholders as provided in Section 10.2 within six years after the later of the date of such setting aside and the applicable Maturity Date shall be repaid to the Issuer by the Trustee on demand, provided such repayment is not contrary to applicable legislation, and thereupon the Trustee shall be released from all further liability with respect to such amount and thereafter the Noteholders in respect of which such amount was so repaid to the Issuer shall have no rights in respect thereof and the Issuer shall be discharged from its obligations in respect thereof.

10.5 Satisfaction and Discharge

This Indenture will be discharged and will cease to be of further effect (except as to rights of transfer or exchange of Notes which shall survive until all Notes have been cancelled and the rights, protections and immunities of the Trustee) as to all outstanding Notes when either:

(a) all the Notes that have been authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from this trust) have been delivered to the Trustee for cancellation; or
(b)
(i) all Notes not delivered to the Trustee for cancellation otherwise (A) have become due and payable, or (B) will become due and payable within one year by reason of a notice of redemption or otherwise, and, in any case, the Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds, in trust solely for the benefit of the holders, cash in Canadian dollars, Canadian Government Obligations or a combination of any of the foregoing, in such amounts as will be sufficient (without consideration of any reinvestment of interest) to pay and discharge the entire Indebtedness (including all principal and accrued interest) under the Notes not theretofore delivered to the Trustee for cancellation,
(ii) the Issuer has paid all other sums payable by it under this Indenture, and
(iii) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or on the date of redemption, as the case may be.

In addition, the Issuer must deliver an Officer's Certificate and an Opinion of Counsel stating that all conditions precedent to satisfaction and discharge of this Indenture have been complied with.

10.6 Defeasance

At any time that Notes of any Series are outstanding, the Trustee will, at the request and expense of the Issuer, execute and deliver to the Issuer such deeds and other instruments necessary to release the Issuer, subject to this Article 10, from the terms of this Indenture relating to such series of Notes, except those relating to the indemnification and remuneration of the Trustee, subject to the following:

(a) the Issuer shall have delivered to the Trustee evidence that the Issuer has:

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(i) deposited sufficient funds for payment of all principal, Premium, interest and other amounts due or to become due on such Series of Notes to the Stated Maturity thereof;
(ii) deposited funds or made provision for the payment of all remuneration and expenses of the Trustee to carry out its duties under this Indenture in respect of such Series; and
(iii) deposited funds for the payment of Taxes arising with respect to all deposited funds or other provision for payment in respect of such Series, in each case irrevocably, pursuant to the terms of a trust agreement in form and substance satisfactory to the Issuer and the Trustee;
(b) the Trustee shall have received an Opinion of Counsel to the effect that the Noteholders of such Series will not be subject to any additional Taxes as a result of the exercise by the Issuer of the defeasance option provided in this Section 10.6 and that they will be subject to Taxes, if any, including those in respect of income (including taxable capital gain), on the same amount, in the same manner and at the same time or times as would have been the case if such option had not been exercised;
(c) no Event of Default shall have occurred and be continuing on the date of the deposit referred to in Subsection 10.6(a);
(d) such release does not result in a breach or violation of, or constitute a default under, any material agreement or instrument to which the Issuer is a party or by which the Issuer is bound;
(e) the Issuer shall have delivered to the Trustee an Officer's Certificate stating that the deposit referred to in Subsection 10.6(a) was not made by the Issuer with the intent of preferring the holders of such Series of Notes over the other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding creditors of the Issuer; and
(f) the Issuer shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel stating that all conditions precedent provided for or relating to the exercise of such defeasance option have been complied with.

The Issuer will be deemed to have made due provision for the depositing of funds if it deposits or causes to be deposited with the Trustee under the terms of an irrevocable trust agreement in form and substance satisfactory to the Issuer and the Trustee (each acting reasonably), solely for the benefit of the holders of a particular Series of Notes stated therein, cash or Securities denominated in the currency in which principal is payable constituting direct obligations of Canada (for Notes denominated in Canadian dollars) or the United States (for Notes denominated in U.S. dollars) or an agency or instrumentality of Canada (for Notes denominated in Canadian dollars) or the United States (for Notes denominated in U.S. dollars), which will be sufficient, in the reasonable opinion of a firm of independent chartered accountants or an investment dealer acceptable to the Trustee, to provide for payment in full of such Series of Notes and all other amounts from time to time due and owing under this Indenture which pertain to such Series.

The Trustee will hold in trust all money or Securities deposited with it pursuant to this Section 10.6 and will apply the deposited money and the money from such Securities in accordance with this Indenture to the payment of principal of and Premium and interest on the Notes and, as applicable, other amounts.

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If the Trustee is unable to apply any money or Securities in accordance with this Section 10.6 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 Issuer's obligations under this Indenture and the Notes will be revived and reinstated as though no money or Securities had been deposited pursuant to this Section 10.6 until such time as the Trustee is permitted to apply all such money or Securities in accordance with this Section 10.6, provided that if the Issuer has made any payment in respect of principal, Premium or interest on such Notes or, as applicable, other amounts because of the reinstatement of its obligations, the Issuer will be subrogated to the rights of the holders of such Notes to receive such payment from the money or Securities held by the Trustee.

ARTICLE 11 MEETINGS OF NOTEHOLDERS

11.1 Right to Convene Meetings

The Trustee may at any time and from time to time convene a meeting of Noteholders, and the Trustee shall convene a meeting of Noteholders upon receipt of a Request of the Issuer or a Noteholders' Request and upon being indemnified and funded to its reasonable satisfaction by the Issuer or by the Noteholders signing such request against the costs which may be incurred in connection with the calling and holding of such meeting. If the Trustee fails within 30 days after receipt of any such request and such indemnity and funding to give notice convening a meeting, the Issuer or such Noteholders, as the case may be, may convene such meeting. Every such meeting shall be held in Montréal, Québec, or at such other place as may be approved or determined by the Trustee, the Issuer or the Noteholders who convened the meeting in accordance with this Section 11.1.

11.2 Notice of Meetings

At least 15 days' notice of any meeting shall be given to the Noteholders in the manner provided in Section 12.2 and a copy thereof shall be sent by mail to the Trustee in the manner provided in Section 12.3 (unless the meeting has been called by it) and to the Issuer (unless the meeting has been called by it). Such notice shall state the time and place at which the meeting is to be held and shall state briefly the general nature of the business to be transacted thereat, and it shall not be necessary for any such notice to set out the terms of any resolution to be proposed or any of this Article 12.

11.3 Chair

The Chief Financial Officer of the Issuer if present, will be the chair of any meeting of the Noteholders, failing which an individual (who need not be a Noteholder) nominated in writing by the Trustee shall be chair of the meeting. If no individual is so nominated, or if the individual so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the Noteholders present in person or represented by proxy shall choose by Ordinary Resolution an individual present to be chair.

11.4 Quorum

Subject to Section 11.13, at any meeting of the Noteholders a quorum shall consist of two or more Noteholders (or in the event there is only one Noteholder, such Noteholder) present in person or represented by proxy and owning or representing at least 25% of the aggregate principal amount of the Notes then outstanding. Subject to Section 11.13, if a quorum of the Noteholders is not present within 30 minutes from the time fixed for holding any meeting, the meeting, if convened by the Noteholders shall be dissolved, but in any other case the meeting shall be adjourned to the same day in the next week (unless such day is not a Business Day, in which case it shall be adjourned to the next following Business Day thereafter) at the same time and place, and no notice shall be required to be given in respect of such adjourned meeting. At the adjourned meeting, the Noteholders present

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in person or represented by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least 25% of the aggregate principal amount of the Notes then outstanding.

11.5 Power to Adjourn

The chair of a meeting at which a quorum of Noteholders is present may, with the consent of the holders of a majority of the aggregate principal amount of the Notes present or represented thereat, adjourn such meeting, and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe.

11.6 Show of Hands

Except as otherwise provided in this Indenture, every resolution submitted to a meeting shall be decided by a majority of the votes cast on a show of hands, and unless a poll is duly demanded as herein provided, a declaration by the chair that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact. The chairman of any meeting shall be entitled, both on a show of hands and on a poll, to vote in respect of the Notes, if any, held by him.

11.7 Poll

On every Extraordinary Resolution and on any other resolution submitted to a meeting in respect of which the chair or one or more Noteholders or proxyholders for Noteholders holding at least $10,000 principal amount of Notes demands a poll, a poll shall be taken in such manner and either at once or after an adjournment as the chair shall direct. Resolutions other than Extraordinary Resolutions shall, if a poll is taken, be decided by the votes of the holders of a majority of the principal amount of the Notes represented at the meeting and voted on the poll.

11.8 Voting

(a) On a show of hands, every Person who is present and entitled to vote, whether as a Noteholder or as proxyholder for one or more Noteholders or both, shall have one vote. On a poll, each Noteholder present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each $1,000 principal amount of Notes of which he is then the holder. A proxyholder need not be a Noteholder. In the case of joint registered holders of a Note, any one of them present in person or represented by proxy at the meeting may vote in the absence of the other or others, but if more than one of them are present in person or represented by proxy, they shall vote together in respect of the Notes of which they are joint registered holders.
(b) Notwithstanding (a), in the case of a Global Note, the Depository may appoint or cause to be appointed a Person or Persons as proxies and shall designate the number of votes entitled to each such Person, and each such Person shall be entitled to be present at any meeting of Noteholders and shall be the Persons entitled to vote at such meeting in accordance with the number of votes set out in the Depository's designation.

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11.9 Regulations

(a) The Trustee, or the Issuer with the approval of the Trustee, may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for or governing the following:
(i) voting by proxy by Noteholders, the form of the instrument appointing a proxyholder (which will be in writing) and the manner in which it may be executed and the authority to be provided by any Person signing a proxy on behalf of the registered holder of a Note;
(ii) the deposit of instruments appointing proxyholders at such place as the Trustee, the Issuer or the Noteholders convening the meeting, as the case may be, may, in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjournment thereof by which the same shall be deposited; and
(iii) the deposit of instruments appointing proxyholders at an approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders to be provided before the meeting to the Issuer or to the Trustee at the place at which the meeting is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting.
(b) Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Except as such regulations may provide, the only Persons who shall be recognized at a meeting as the holders of any Notes, or as entitled to vote or be present at the meeting in respect thereof, shall be registered Noteholders and Persons whom registered Noteholders have by instrument in writing duly appointed as their proxyholders.

11.10 Issuer and Trustee May Be Represented

The Issuer, and the Trustee, by their respective officers and/or directors and the legal advisers of the Issuer and the Trustee may attend any meeting of the Noteholders, but shall have no vote as such.

11.11 Powers Exercisable by Noteholders

The following powers of the Noteholders shall be exercisable from time to time only by Extraordinary Resolution:

(a) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Noteholders or any of them or the Trustee against the Issuer or the Guarantors or against the Property, whether such rights arise under this Indenture or the Notes or otherwise;
(b) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Notes which shall be agreed to by the Issuer and to authorize the Trustee to concur in and execute any Supplemental Indenture embodying any modification, change, addition or omission;
(c) power to sanction any scheme for the reconstruction or reorganization of the Issuer or any Designated Subsidiary or for the consolidation, amalgamation or merger of the

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Issuer or any Designated Subsidiary with or into any other Person or for the sale, leasing, transfer or other disposition of the undertaking, Property and assets of the Issuer or any Designated Subsidiary or any part thereof, provided that no such sanction shall be necessary in respect of any transaction which is not subject to the restrictions in Section 7.2(b) or which is subject to such restriction and is completed in compliance with the provisions of such Section 7.2(b);

(d) power to direct or authorize the Trustee to exercise any power, right, remedy or authority given to it by this Indenture or the Notes or the Collateral Bond Documents in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority;
(e) subject to Section 9.4, power to waive and direct the Trustee to waive any Event of Default and to cancel any declaration made by the Trustee pursuant to Section 9.3 either unconditionally or upon any condition specified in such Extraordinary Resolution;
(f) power to restrain any Noteholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal of or interest or Premium on any Notes or for the purpose of executing any trust or power under this Indenture, the Notes or the Collateral Bond Documents or for the appointment of a liquidator or a receiver or a trustee in bankruptcy or for any other remedy under this Indenture, the Notes or the Collateral Bond Documents;
(g) power to direct any Noteholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 9.6, of the costs, charges and expenses reasonably and properly incurred by such Noteholder in connection therewith;
(h) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other Securities of the Issuer or any Designated Subsidiary;
(i) power to appoint and remove a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustee to exercise, on behalf of the Noteholders, such of the powers of the Noteholders as are exercisable by Extraordinary Resolution or otherwise as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of individuals as shall be prescribed in the resolution appointing it and the members need not be Noteholders. Every such committee may elect its chair and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Noteholders. Neither the committee nor any member thereof nor the Trustee shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith;

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(j) power to authorize the Trustee, in the event of the Issuer making an unauthorized assignment, or a receiver, liquidator or other officer with similar powers being appointed, under applicable bankruptcy or insolvency legislation or legislation relating to winding-up, for and on behalf of the Noteholders, and in addition to any claim or debt proved or made for its own account as Trustee hereunder, to file and prove a claim or debt against the Issuer and the Property for an amount equivalent to the aggregate amount which may be payable in respect of the Notes, and vote such claim or debt at meetings of creditors and to file any proposal and generally act for and on behalf of the Noteholders in such proceedings as such Extraordinary Resolution may provide;
(k) power to sanction the exchange of the Notes for or the conversion thereof into shares, bonds, debentures or other securities of the Issuer or of any other Person;
(l) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Noteholders;
(m) power to remove the Trustee and to appoint a new trustee; and
(n) power to permit any release of any of the Collateral Bond Documents or the guarantees provided herein (except as otherwise permitted herein).

Except as otherwise provided in this Indenture all other powers of and matters to be determined by the Noteholders may be exercised or determined from time to time by Ordinary Resolution.

11.12 Meaning of Ordinary Resolution

The expression " Ordinary Resolution " when used in this Indenture means, except as otherwise provided in this Indenture, a resolution proposed to be passed as a ordinary resolution at a meeting of Noteholders duly convened for the purpose and held in accordance with this Article 11 at which a quorum of the Noteholders is present and passed by the affirmative votes of the holders of more than 25% of the aggregate principal amount of the Notes who are present in person or represented by proxy at such meeting.

11.13 Meaning of Extraordinary Resolution

(a) The expression " Extraordinary Resolution " when used in this Indenture means, except as otherwise provided in this Indenture, a resolution proposed to be passed as an extraordinary resolution at a meeting of Noteholders duly convened for the purpose and held in accordance with this Article 11 at which the holders of at least 50% of the aggregate principal amount of the Notes then outstanding are present in person or represented by proxy and passed by the affirmative votes of the holders of not less than 66 2/3% of the aggregate principal amount of the Notes who are present in person or represented by proxy at such meeting.
(b) If, at any such meeting, the holders of at least 50% of the aggregate principal amount of the Notes then outstanding are not present in person or represented by proxy within 30 minutes after the time appointed for the meeting, then the meeting, if convened by or on the requisition of Noteholders, shall be dissolved, but in any other case the meeting shall stand adjourned to such date, being not less than 21 nor more than 60 days later, and to such place and time as may be appointed by the chair. Not less than ten days' notice shall be given of the time and place of such adjourned meeting in the manner provided in Section 12.2. Such notice shall state that at the adjourned meeting

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the Noteholders present in person or represented by proxy shall form a quorum, but it shall not be necessary to set forth the purposes for which the meeting was originally called or any other particulars. At the adjourned meeting, the Noteholders present in person or represented by proxy shall form a quorum and may transact the business for which the meeting was originally convened, and a resolution proposed to be passed as an Extraordinary Resolution at such adjourned meeting and passed by the requisite vote as provided in this Section 11.13 shall be an Extraordinary Resolution within the meaning of this Indenture, notwithstanding that the holders of at least 50% of the aggregate principal amount of the Notes then outstanding are not present in person or represented by proxy at such adjourned meeting.

(c) Votes on a resolution proposed to be passed as an Extraordinary Resolution shall always be given on a poll and no demand for a poll on any such resolution shall be necessary.

11.14 Without Consent

Notwithstanding Section 11.11, without the consent of any holder, the Issuer, the Guarantors and the Trustee may from time to time amend or supplement this Indenture, the Notes or the Guarantees:

(a) to cure any ambiguity, defect or inconsistency;
(b) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(c) to provide for the assumption of the Issuer's or a Guarantor's obligations to the holders in accordance with Section 7.2(b);
(d) to add any Guarantee or to effect the release of any Guarantor from any of its obligations under its Guarantee or the provisions of this Indenture (to the extent in accordance with this Indenture);
(e) to make any change that would provide any additional rights or benefits to the holders or would not materially adversely affect the rights of any holder;
(f) to evidence and provide for the acceptance of appointment by a successor Trustee;
(g) to conform the text of this Indenture or the Notes to any provision of the "Description of the Notes" in the applicable Offering Memorandum to the extent that such provision in the "Description of the Notes" in such Offering Memorandum was intended to be a substantially verbatim recitation of a provision of this Indenture, the Guarantees or the Notes as determined in good faith by the Issuer and set forth in an Officer's Certificate; or
(h) to provide for the issuance of Additional Notes in accordance with this Indenture.

11.15 Powers Cumulative

Any one or more of the powers or any combination of the powers in this Indenture stated to be exercisable by the Noteholders may be exercised from time to time, and the exercise of any one or more of such powers or any combination of powers from time to time shall not be deemed to exhaust the rights of the Noteholders to exercise the same or any other such power or powers or combination of powers thereafter from time to time. No powers exercisable by the Noteholders will derogate in any way from the rights of the Issuer under or pursuant to this Indenture or any Notes.

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11.16 Minutes

Minutes of all resolutions and proceedings at every meeting of Noteholders shall be made and duly entered in books to be from time to time provided for that purpose by the Trustee at the expense of the Issuer, and any such minutes, if signed by the chair of the meeting at which such resolutions were passed or proceedings had, or by the chair of the next succeeding meeting of the Noteholders, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall be deemed to have been duly held and convened and all resolutions passed thereat or proceedings taken to have been duly passed and taken.

11.17 Instruments in Writing

All actions which may be taken and all powers which may be exercised by the Noteholders at a meeting held as provided in this Article 11 may also be taken and exercised by an instrument in writing signed in one or more counterparts by the holders of more than 50%, in the case of an Ordinary Resolution, or not less than 66 2/3%, in the case of an Extraordinary Resolution, of the aggregate principal amount of the outstanding Notes, and the expressions "Ordinary Resolution" and "Extraordinary Resolution" when used in this Indenture shall include any instrument so signed.

11.18 Binding Effect of Resolutions

Subject to Section 11.19, every resolution passed in accordance with this Article 11 at a meeting of Noteholders shall be binding upon all the Noteholders, whether present at or absent from such meeting and every instrument in writing signed by Noteholders in accordance with Section 11.17 shall be binding upon all the Noteholders, whether signatories thereto or not, and each and every Noteholder and the Trustee (subject to the provisions for its funding, security and indemnity herein contained) shall be bound to give effect accordingly to every such resolution and instrument in writing.

11.19 Serial Meetings

(a) If any business to be transacted at a meeting of Noteholders or any action to be taken or power to be exercised by instrument in writing under Section 11.17 especially affects the rights of the Noteholders of one or more Series in a manner or to an extent substantially differing from that in which it affects the rights of the Noteholders of any other Series (as to which an Opinion of Counsel shall be binding on the Issuer, Trustee and Noteholders), then:
(i) reference to such fact, indicating the Notes of each Series so especially affected, shall be made in the notice of such meeting and the meeting shall be and is herein called a "serial meeting";
(ii) the Noteholders of a Series so especially affected shall not be bound by any action taken or power exercised at a serial meeting unless in addition to the other provisions of this Article 11:
- (A) there are present in person or represented by proxy at such meeting holders of at least 25% (in the case of an Ordinary Resolution or Extraordinary Resolution) of the aggregate principal amount of the Notes of such Series then outstanding, subject to this Article 11 as to adjourned meetings; and

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- (B) the resolution is passed by the favourable votes of the holders of more than 50% in the case of an Ordinary Resolution (or, in the case of an Extraordinary Resolution, not less than 66 2/3%) of the aggregate principal amount of Notes of such Series voted on the resolution; and
(iii) the Noteholders of a Series so especially affected shall not be bound by any action taken or power exercised by instrument in writing under Section 11.17 unless, in addition to the other provisions of this Article 11, such instrument is signed in one or more counterparts by the holders of more than 50%, in the case of an Ordinary Resolution, or not less than 66 2/3%, in the case of an Extraordinary Resolution, of the aggregate principal amount of the Notes of such Series then outstanding.
(b) Notwithstanding anything herein contained, any covenant or other provision contained herein which is expressed to be effective only so long as any Notes of a particular Series remain outstanding may be modified by the required resolution or consent of the Noteholders of such Series in the same manner as if the Notes of such Series were the only Notes outstanding hereunder. In addition, if any business to be transacted at any meeting or any action to be taken or power to be exercised by instrument in writing does not adversely affect the rights of the Noteholders of one or more particular Series, this Article 11 shall apply as if the Notes of such Series were not outstanding and no notice of any such meeting need be given to the Noteholders of such Series.

11.20 Record Date for Requests, Demands, Etc.

(a) If the Issuer shall solicit from the Noteholders any request, demand, authorization, direction, notice, consent, waiver or other action, the Issuer may, at its option, fix in advance a record date for the determination of such holders entitled to provide such request, demand, authorization, direction, notice, consent, waiver or other action, but the Issuer shall have no obligation to do so.
(b) If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other action may be given before or after such record date, but only the holders of record at the close of business of the Issuer on such record date shall be deemed to be Noteholders for the purposes of determining whether holders of the requisite proportion of Notes then outstanding have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other act, and for this purpose the Notes then outstanding shall be computed as of such record date.

ARTICLE 12 NOTICES

12.1 Notice to the Issuer

Any notice to the Issuer and/or to any one or more of the Guarantors under this Indenture shall be valid and effective if delivered to (or to the care of) the Issuer at 1 Place Ville Marie, Suite 3301, Montréal, Québec H3B 3N2 Attention: Chief Financial Officer or, if sent by email and shall be deemed to have been validly given at the time of delivery or transmission, at [email protected], Attention: Chief Financial Officer and at [email protected], Attention: Chief Legal Officer and Secretary, if it is received prior to 4:00 p.m. (Montréal time) on a Business Day, failing which it shall be deemed to have been given on the next Business Day. The Issuer may from time to time notify the Trustee of a change in address or email address which thereafter, until changed by like

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notice, shall be the address or email address of the Issuer and the Guarantors for all purposes of this Indenture.

12.2 Notice to Noteholders

(a) Unless otherwise expressly provided in this Indenture, any notice to be given hereunder to Noteholders shall be valid and effective if given in the following manner:
(i) such notice is delivered by electronic communication or sent by ordinary mail postage prepaid addressed to such holders at their respective addresses appearing on any of the Registers, provided that if, in the case of joint holders of any Note, more than one address appears in the Register in respect of such joint holding, such notice shall be sent only to the first address so appearing; and
(ii) if for any reason it is impracticable to give any notice by electronic means or by mail, such notice is published once in Montréal, Québec, and such other cities, if any, at which Registers in respect of such Notes are required to be kept, each publication to be made in a newspaper of general circulation published in the designated cities and all such publications to be made within a period of seven days, provided that, in the case of the redemption of Notes, such notice shall be published twice in each of the said cities in successive weeks.
(b) Any notice so given by electronic communication shall be deemed to have been given on the Business Day received if it is received prior to 4:00 p.m. (place of receipt) on a Business Day, failing which it shall be deemed to have been given on the next Business Day. Any notice so given by mail shall be deemed to have been given on the third Business Day after it is mailed. Any notice so given by publication shall be deemed to have been given on the day on which the first publication is completed in all of the cities in which publication is required. In determining under any provisions hereof the date by which notice of any meeting, redemption or other event must be given, the date of giving the notice shall be included and the date of the meeting, redemption or other event shall be excluded. Accidental error or omission in giving notice or accidental failure to mail notice to any Noteholder shall not invalidate any action or proceeding founded thereon.

12.3 Notice to the Trustee

Any notice to the Trustee under this Indenture shall be valid and effective if delivered to an officer of the Trustee at 1500 Robert-Bourassa Blvd., 7[th] Floor, Montreal, QC H3A 3S8, Attention: General Manager, Corporate Trust, and shall be deemed to have been validly given at the time of delivery or transmission if it is received prior to 4:00 p.m. (Montréal time) on a Business Day, failing which it shall be deemed to have been given on the next Business Day. The Trustee may from time to time notify the Issuer of a change in address or email address which thereafter, until changed by like notice, shall be the address or email address of the Trustee for all purposes of this Indenture.

12.4 When Publication Not Required

If at any time any notice is required by this Indenture to be published in a particular city and no newspaper of general circulation is then being published and circulated on a daily basis in that city, the Issuer shall not be required to publish in that city.

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12.5 Waiver of Notice

Any notice provided for in this Indenture may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waivers.

ARTICLE 13 CONCERNING THE TRUSTEE

13.1 Indenture Legislation

If and to the extent that any provision of this Indenture limits, qualifies or conflicts with a mandatory requirement of the Civil Code or other applicable Indenture legislation, such mandatory requirement shall prevail.

The Issuer agrees that it will at all times in relation to this Indenture and any action to be taken hereunder observe and comply with and be entitled to the benefits of the Civil Code and other applicable Indenture legislation. The Trustee agrees that it will at all times in relation to this Indenture and any action to be taken hereunder observe and comply with and be entitled to the benefits of the Civil Code and other applicable Indenture legislation.

13.2 Certain Duties and Responsibilities of Trustee

(a) In the exercise of the rights, powers and duties prescribed or conferred by the terms of this Indenture, the Trustee shall act honestly and in good faith and exercise that degree of care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances, and shall duly observe and comply with any legislation and regulations which relate to the functions or role of the Trustee as a fiduciary hereunder. Subject to applicable Law, the duties, responsibilities and obligations of the Trustee shall be limited to those expressly set forth in this Indenture, the Inter-Lender Agreement, any Future Inter-Lender Agreement and the Collateral Bond Documents, and the Trustee shall have no obligation to recognize nor have any liability or responsibility arising under any other document or agreement to which the Trustee is not a party, notwithstanding that reference thereto may be made herein. Subject to the foregoing, the Trustee will not be liable other than for its own gross negligence, intentional fault, bad faith or willful misconduct.
(b) The Trustee shall read, and act upon (as required), all of the certificates, opinions and other documents delivered to it under or pursuant to this Indenture.
(c) Nothing in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur liability, financial or otherwise, in the performance of any of its duties hereunder or in the exercise of any of its rights or powers nor shall the Trustee be so compelled pursuant to any provisions contained in this Indenture unless the Trustee is indemnified and funded as required in this Indenture.
(d) The Trustee, upon the occurrence or at any time during the continuance of any act, action or proceeding, may require the Noteholders at whose instance it is acting to deposit with it Notes held by them, for which Notes the Trustee will issue receipts.
(e) The Trustee shall retain the right not to act and shall not be liable for refusing to act if it is due to a lack of information or instructions or if the Trustee, in its sole judgment,

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acting reasonably, determines that such act is conflicting with or contrary to the terms of this Indenture or any applicable Law or regulation of any jurisdiction or any applicable order or directive of any court, governmental agency or other regulatory body.

(f) No provision of this Indenture shall operate to confer any obligation, duty or power on the Trustee in any jurisdiction in which it does not have the legal capacity required to assume, hold or carry out such obligation, duty or power. For the purposes of this Section 13.2, legal capacity includes, without limitation, the capacity to act as a fiduciary in such jurisdiction.
(g) The Trustee will initially be appointed by the Issuer as Registrar and Paying Agent for the Notes. The Issuer may change the Paying Agent or Registrar without prior notice to the holders, and the Issuer and/or any Guarantor may act as Paying Agent or Registrar. The holders of a majority in principal amount of the then outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions.
(h) The permissive rights of the Trustee enumerated herein shall not be construed as duties.

13.3 Execution of Inter-Lender Agreements

The Trustee, in its capacities as Trustee hereunder and as Collateral Trustee is hereby expressly authorized and directed to, without any further consent, confirmation or other action by any Noteholder, enter into the Inter-Lender Agreement, and into any Future Inter-Lender Agreements with present and future holders of both Senior Indebtedness and Collateral Bonds, and their respective trustees, agents and other representatives, that reflect inter-creditor arrangements substantially identical (except to the extent necessary to reflect details relating to different parties to such Future Inter-Lender Agreements, their security and indebtedness and other liabilities and obligations to them) to those in the Inter-Lender Agreement. The Trustee shall provide to the Noteholders a copy of each Future Inter-Lender Agreement referred to above as soon as practicable following its execution and delivery.

For greater certainty, notwithstanding any other provisions contained in this Indenture, the Noteholders shall not be permitted, by way of Extraordinary Resolution or otherwise, to instruct the Trustee to take any action which would contravene the terms of the Inter-Lender Agreement, any Future Inter-Lender Agreements and any amendments thereto, or any similar agreement.

Upon request by the Issuer, the Trustee shall also execute and deliver any similar agreement and other necessary documentation reasonably required by the Issuer to establish amongst the parties thereto the equal and pari passu ranking of the security contemplated by paragraph (h) of the definition of "Permitted Liens".

13.4 No Conflict of Interest

The Trustee represents to the Issuer that at the date of the execution and delivery of this Indenture to the best of its knowledge and belief there exists no material conflict of interest in the Trustee's role as a fiduciary hereunder. If at any time a material conflict of interest exists in respect of the Trustee's role as a fiduciary under this Indenture that is not eliminated within 90 days after the Trustee becomes aware that such a material conflict of interest exists, the Trustee shall resign from the trusts and powers under this Indenture by giving notice in writing of such resignation and the nature of the conflict to the Issuer at least 21 days prior to the date upon which such resignation is to take effect, and will on such date be discharged from all further duties and liabilities hereunder. The validity and enforceability of

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this Indenture and any Notes will not be affected in any manner whatsoever by reason only of the existence of a material conflict of interest of the Trustee.

13.5 Conditions Precedent to Trustee's Obligation to Act

(a) The Trustee shall not be bound to give any notice or take any action or proceeding unless it is required to do so under the terms of this Indenture. The Trustee shall not be deemed to have notice of nor be required to take notice of any Event of Default under this Indenture, other than in respect of payment of any money required by any provision of this Indenture to be paid to it, unless and until the Trustee is notified in writing of such Event of Default by any Noteholder or the Issuer, which notice will distinctly specify the Event of Default desired to be brought to the attention of the Trustee, or unless a responsible officer of the Trustee has specific knowledge of an Event of Default. In the absence of such notice or knowledge, the Trustee may for all purposes of this Indenture assume that no Event of Default has occurred.
(b) The obligation of the Trustee to commence or continue any act, action or proceeding under this Indenture will be conditional upon receipt by the Trustee of the following:
(i) an Extraordinary Resolution, Ordinary Resolution, Noteholders' Request, or such other notice or direction as is required pursuant to this Indenture, specifying the action or proceeding which the Trustee is requested, directed or authorized to take;
(ii) sufficient funds and security to commence or continue such act, action or proceeding; and
(iii) an indemnity satisfactory to the Trustee to protect and hold harmless the Trustee against the costs, charges, expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof.

13.6 Replacement of Trustee

(a) The Trustee may resign its trusts and powers and be discharged from all further duties and liabilities hereunder by giving to the Issuer two months' notice in writing or such shorter notice as the Issuer may accept as sufficient. If at any time a material conflict of interest exists in the Trustee's role as a fiduciary hereunder, the Trustee shall, within 90 days after ascertaining that such a material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in Section 13.3. The Noteholders by Extraordinary Resolution shall have power at any time to remove the Trustee and to appoint a new trustee. In the event of the Trustee resigning or being removed or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Issuer shall forthwith appoint a new trustee unless a new trustee has already been appointed by the Noteholders. Failing such appointment by the Issuer, the retiring trustee (at the expense of the Issuer) or any Noteholder may apply to a judge of the courts of the Province of Québec, on such notice as such judge may direct, for the appointment of a new trustee, but any new trustee so appointed by the Issuer or by the Court shall be subject to removal as aforementioned by the Noteholders. Any new trustee appointed under any provision of this Section 13.6 shall be a corporation authorized to carry on the business of a trust company in each of the provinces and territories of Canada. On any new appointment, the new trustee shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Trustee.

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(b) Subject to the foregoing, no resignation or removal of a trustee or appointment of a successor trustee hereunder shall be effective unless such successor trustee:
(i) is eligible to act as a trustee;
(ii) certifies that it will not have any material conflict of interest upon becoming the trustee hereunder; and
(iii) executes, acknowledges and delivers to the Issuer and to the retiring trustee an instrument accepting such appointment;

and thereupon the resignation or removal of the retiring trustee shall become effective and such successor trustee, without any further act, deed or conveyance, and upon payment of all outstanding fees and expenses properly payable to the Trustee under this Indenture, shall become vested with all the rights, powers, trusts and duties of the retiring trustee.

(c) Upon the written request of the successor trustee or of the Issuer and upon payment of all outstanding fees and expenses properly payable to the Trustee under this Indenture, the Trustee ceasing to act will execute and deliver all such assignments, conveyances or other instruments (if any) as, in the Opinion of Counsel, may be necessary to assign and transfer to such successor trustee the rights and obligations of the Trustee under this Indenture, and will duly assign, transfer and deliver all property and money held by the Trustee to the successor trustees so appointed in its place. If any deed, conveyance or instrument in writing from the Issuer is required by any new trustee for more fully and certainly vesting in and confirming to it such estates, properties, rights, powers and trusts, then any and all such deeds, conveyances and instruments in writing will on the request of the new or successor trustee, acting reasonably, be made, executed, acknowledged and delivered by the Issuer, as the case may require. The cost of any act, document or other instrument or thing required or permitted under this Section 13.6 shall be at the expense of the Issuer.

13.7 Trustee May Deal in Notes

The Trustee may buy, sell, lend upon and deal in the Notes and generally contract and enter into financial transactions with the Issuer or otherwise, without being liable to account for any profits made thereby.

13.8 No Person Dealing with Trustee Need Inquire

No Person dealing with the Trustee shall be concerned to inquire as to whether the security interests created by the Collateral Bond Documents have become enforceable, or whether the powers that the Trustee is purporting to exercise have become exercisable, or whether any amount remains due upon the Notes, or as to the necessity or expediency of the stipulations and conditions subject to which any sale shall be made, or otherwise as to the propriety or regularity of any sale or of any other dealing by the Trustee with the Noteholders' Collateral Bond or to see to the application of any amount paid to the Trustee.

13.9 Deposit of Money Held by Trustee

(a) Unless herein otherwise expressly provided, any of the funds held by the Trustee shall be kept segregated in the records of the Trustee and shall be deposited in one or more trust accounts to be maintained by the Trustee in the name of the Trustee at one or

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more banks listed in Schedule "C" hereto, provided that such bank maintains an issuer credit rating from S&P’s of at least “A” (each, an " Approved Bank "), which account may be non-interest bearing and the Trustee and its affiliates shall not be liable to account for any profit to the Issuer, or to the holder of any Note, or to any person or entity, other than at a rate, if any, established from time to time by the Trustee or one of its affiliates. All amounts held by the Trustee pursuant to this Indenture shall be held by the Trustee pursuant to the terms of this Indenture and shall not give rise to a debtor-creditor or other similar relationship. The amounts held by the Trustee pursuant to this Indenture or invested pursuant to this Section 13.9 are at the sole risk of the Issuer and, without limiting the generality of the foregoing, the Trustee shall have no responsibility or liability for any diminution of the monies which may result from any deposit made with an Approved Bank or invested pursuant to this Section 13.9 including any losses resulting from a default by the Approved Bank or other credit losses (whether or not resulting from such a default) and any credit or other losses on any deposit liquidated or sold prior to maturity. The parties hereto acknowledge and agree that the Trustee will have acted prudently in depositing the monies at any Approved Bank. For certainty, after an Event of Default, the Trustee shall only make investments on receipt of appropriate instructions from the Noteholders by way of an Ordinary Resolution.

(b) The Trustee shall have no liability for any loss sustained as a result of any investment selected by and made pursuant to the instructions of the Issuer or the Noteholders, as applicable, as a result of any liquidation of any investment prior to its maturity or for failure of either the Issuer or the Noteholders, as applicable, to give the Trustee instructions to liquidate, invest or reinvest amounts held with it.
(c) In the absence of written instructions from either the Issuer or the Noteholders as to investment of funds held by it, such funds shall be held uninvested by the Trustee without liability for interest thereon.
(d) Unless and until the Trustee shall have declared the principal amount of the Notes to be due and payable, the Trustee shall pay over to the Issuer all interest received by the Trustee with respect to any investments or deposits made pursuant to this Section.

13.10 Trustee Not Required to Give Security

The Trustee shall not be required to give any bond or security in respect of the execution of the trusts and powers of this Indenture or otherwise in respect of this Indenture.

13.11 Trustee Not Required to Possess Notes

All rights of action under this Indenture may be enforced by the Trustee without the possession of any of the Notes or the production thereof on any trial or other proceedings relative thereto.

13.12 Certain Rights of Trustee

(a) The Trustee may, if it is acting in good faith, conclusively act and rely as to the truth of, and shall not be bound to make any investigation into the facts or matters of, statements and correctness of the opinions expressed in, and shall be fully protected in acting or relying or refraining from acting upon, any resolution, certificate, statement, statutory declaration, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the

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proper party or parties. The Trustee need not investigate any fact or matter stated therein, but the Trustee, in its discretion, may make such reasonable further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further reasonable inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer during normal business hours, personally or by agent or attorney at the sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(b) Any request or direction of the Issuer shall be sufficiently evidenced by a Request of the Issuer or Order of the Issuer and any resolution of the Issuer Board on behalf of the Issuer or any resolution of the Issuer Board shall be sufficiently evidenced by a Certified Resolution.
(c) Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence is herein specifically prescribed) may require and may, in the absence of bad faith on its part, rely and act, and shall be protected in so relying and acting, upon a Certificate of the Issuer, an Officer’s Certificate, or an Opinion of Counsel (or any combination of the same). A Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Certificate of the Issuer, Officer’s Certificate, or Opinion of Counsel.
(d) The Trustee at the expense of the Issuer may employ or retain such counsel and such other experts and advisers as the Trustee believes is necessary to enable it to determine and discharge its duties hereunder, and shall not be responsible for any negligence or misconduct on the part of any of them, and the advice or opinion of the Trustee’s counsel, experts or advisers shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

13.13 Merger, Consolidation or Succession to Business

Any corporation into which the Trustee may be merged or with which it may be amalgamated or consolidated, or any corporation resulting from any merger, amalgamation or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article 13, without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

13.14 Action by Trustee to Protect Interests

The Trustee shall have power to institute and maintain such actions and proceedings as it may consider necessary or expedient to preserve, protect or enforce its interests and the interests of the Noteholders.

13.15 Protection of Trustee

(a) In addition to and without limiting any other protection of the Trustee hereunder or otherwise by law, the Issuer hereby indemnifies and saves harmless the Trustee and its affiliates, their directors, officers, employees, mandataries and agents from and against any and all claims, demands, assessments, interest, suits, proceedings, losses, actions, causes of action, costs, charges, expenses (including, without limiting the foregoing, expert, consultant and counsel fees and disbursements on a solicitor or

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lawyer and client basis), damages, Taxes (other than income or capital Taxes), penalties and liabilities whatsoever brought against or incurred by the Trustee which it may suffer or incur as a result of or arising in connection with the performance of its duties and obligations under this Indenture, including any and all legal costs and disbursements of whatever kind or nature, except only in the event of the gross negligence, intentional fault, wilful misconduct, or bad faith of the Trustee. This indemnity will survive the removal or resignation of the Trustee under this Indenture and the termination of this Indenture.

(b) The Trustee will not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Notes (except for the representations contained in Sections 13.3 and 13.16 and in the certificate of the Trustee on the Notes) or required to verify such statements and all such statements are and will be deemed to be made by the Issuer.
(c) The Trustee will not be bound to give notice to any Person of the execution of this Indenture.
(d) The Trustee will not incur any liability or responsibility whatever or in any way be responsible for the consequence of any breach on the part of the Issuer of any of the covenants contained in this Indenture or in any Notes or of any acts of the agents, mandataries or employees of the Issuer.
(e) Neither the Trustee nor any Affiliate of the Trustee will be appointed a receiver or receiver and manager or liquidator of all or any part of the assets or undertaking of the Issuer.
(f) Nothing in this Indenture will impose on the Trustee any obligation to see to, or to require evidence of the registration or filing (or renewal thereof) of this Indenture, the other Transaction Documents or any instrument ancillary or supplemental to this Indenture in any jurisdiction.
(g) The Issuer shall provide to the Trustee an incumbency certificate setting out the names and sample signatures of persons authorized to give instructions to the Trustee hereunder. The Trustee shall be entitled to rely on such certificate until a revised certificate is provided to it hereunder. The Trustee shall be entitled to refuse to act upon any instructions given by a party which are signed by any person other than a person described in the incumbency certificate provided to it pursuant to this Section.
(h) The Trustee shall be entitled to treat a, pdf or e-mail communication or communication by other similar electronic means in a form satisfactory to the Trustee (" Electronic Methods ") from a person purporting to be (and whom such Trustee, acting reasonably, believes in good faith to be) the authorized representative of the Issuer, as sufficient instructions and authority of the Issuer for the Trustee to act and shall have no duty to verify or confirm that person is so authorized. The Trustee shall have no liability for any losses, liabilities, costs or expenses incurred by it as a result of such reliance upon or compliance with such instructions or directions. The Issuer agrees: (i) to assume all risks arising out of the use of such Electronic Methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting instructions to the Trustee and that there may be more secure methods of transmitting instructions than the method(s) selected by the Issuer;

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and (iii) that the security procedures (if any) to be followed in connection with its transmission of instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances.

(i) Notwithstanding any other provision of this Indenture, the Trustee shall not be liable for any (i) breach by another party of the securities legislation, (ii) lost profits or (iii) consequential, punitive or special damages of any Person, irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(j) The Trustee shall not incur any liability, or be held in breach of this Indenture, for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Trustee (including but not limited to any act or provision of any present or future law or regulation or Governmental Authority, governmental action or judicial order, any act of God or war, riots, epidemics, pandemics, civil unrest, local or national disturbance or disaster, any act of terrorism, cyber terrorism, loss or malfunctions of utilities, computer (hardware or software) or communication services or the unavailability of any wire or other wire or communication facility or any other similar causes). Performance times under this Indenture shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section.
(k) The Trustee shall not be responsible nor incur any liability for any action it takes or omits to take or for any errors in judgment made in good faith, if it reasonably believes that the taking or omission of such action is authorized or within the rights or powers conferred upon it by this Indenture, unless as a result of its own gross negligence.

13.16 Authority to Carry on Business

The Trustee represents to the Issuer that at the date of execution and delivery by it of this Indenture it is authorized to carry on the business of a trust company in each of the provinces and territories of Canada. If the Trustee ceases to be authorized to carry on such business in any province or territory of Canada, the validity and enforceability of this Indenture and the Notes issued under this Indenture will not be affected in any manner whatsoever by reason only of such event, but within 90 days after ceasing to be authorized to carry on the business of a trust company in any province or territory of Canada the Trustee either shall become so authorized or shall resign in the manner and with the effect specified in Section 13.6.

13.17 Trustee and Issuer Not Liable in Respect of Depository

The Trustee and the Issuer shall have no liability whatsoever for:

(a) any aspect of the records relating to or payments made on account of beneficial ownership interests in the Notes held by and registered in the name of a Depository or its nominee;
(b) maintaining, supervising or reviewing any records relating to such beneficial ownership interests; or
(c) any advice or representation made or given by or with respect to a Depository and made or given herein with respect to rules of such Depository or any action to be taken by a Depository or at the direction of a participant of a Depository.

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13.18 Global Notes

Notes issued to a Depository in the form of a Global Note shall be subject to the following:

(a) the Trustee may deal with such Depository as the authorized representative of the holders of such Notes;
(b) the rights of the beneficial owners of such Notes shall be exercised only through such Depository and shall be limited to those established by law and by agreement between the beneficial owners of such Notes and such Depository or direct participants of such Depository;
(c) such Depository will make book-entry transfers among the direct participants of such Depository and will receive and transmit payments of principal, Premium and interest on the Notes to such direct participants; and
(d) the direct and indirect participants of such Depository shall have no rights under this Indenture or under or with respect to any of the Notes held on their behalf by such Depository, and such Depository may be treated by the Trustee and its agents, mandataries, employees, officers and directors as the absolute owner of the Notes represented by such Global Note for all purposes whatsoever.

Notwithstanding any other provisions in this Indenture with respect to redemptions or repayment of the Notes on maturity, either full or partial, the expiry dates, payment dates and other acts that may be required to be done in connection with this Indenture, may be altered due to the internal procedures and processes with respect to cut-off times of the Depository. It is understood and agreed to by the parties hereto that neither the Issuer nor the Trustee shall have any responsibility in connection with any cut-off time imposed by the Depository.

13.19 Trustee Appointed Attorney

The Issuer hereby irrevocably appoints the Trustee to be the attorney of the Issuer in the name and on behalf of the Issuer to execute any documents and to do any acts and things which the Issuer ought to execute and do, and has not executed or done, under the covenants and provisions contained in this Indenture and generally to use the name of the Issuer in the exercise of all or any of the powers hereby conferred on the Trustee, with full powers of substitution and revocation. To the extent the Trustee acts as the attorney for the Noteholders and to the extent necessary or desirable for the purposes of this Indenture, each Noteholder by receiving and holding Notes accepts and confirms the appointment of the Trustee as attorney of such Noteholder to the extent necessary for the purposes hereof and in accordance with and subject to the provisions hereof, including with respect to and in connection with the Guarantee contemplated by this Indenture.

13.20 Acceptance of Trusts

The Trustee hereby accepts the trusts and powers under in this Indenture declared and provided for and agrees to perform the same upon the terms and conditions set forth in this Indenture and in trust for and for the benefit of the Noteholders from time to time, subject to the terms and conditions of this Indenture.

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13.21 Representation regarding Third Party Interests

The Issuer hereby represents to the Trustee that any account to be opened by, or interest to be held by, the Trustee in connection with this Indenture, for or to the credit of the Issuer, is not intended to be used by or on behalf of any third party.

13.22 Anti-Money Laundering

The Trustee shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Trustee, in its sole judgment, determines that such act might cause it to be in noncompliance with any applicable anti-money laundering, sanctions or anti-terrorist legislation, regulation or guideline. Further, should the Trustee, in its sole judgment, determine at any time that its acting under this Indenture has resulted in its being in non-compliance with any applicable anti-money laundering, sanctions or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on 10 days prior written notice sent to the Issuer, provided that (i) the Trustee's written notice shall describe the circumstances of such non-compliance, and (ii) that if such circumstances are rectified to the Trustee's satisfaction within such 10 day period, then such resignation shall not be effective.

13.23 Experts, Advisers and Agents

The Trustee may:

(a) employ or retain and act and rely on the opinion or advice of or information obtained from any Counsel, auditor or other expert or advisor, whether obtained by the Trustee or by the Issuer, or otherwise, and shall not be liable for acting, or refusing to act, and relying in good faith on any such opinion or advice or information and shall not be responsible for any misconduct on the part of any of them and may pay proper and reasonable compensation for all such legal and other advice or assistance as aforesaid. The reasonable costs of such services shall be added to and become part of the Trustee's remuneration hereunder; and
(b) employ such agents and mandataries and other experts and assistants as it may reasonably require for the proper determination and discharge of its rights and duties hereunder, and may pay reasonable remuneration for all services performed for it (and shall be entitled to receive reasonable remuneration for all services performed by it) in the discharge of the trusts and powers hereof and compensation for all reasonable disbursements, costs and expenses made or incurred by it in the discharge of its duties hereunder and in the management of the trusts and powers hereof and any solicitors or lawyers employed or consulted by the Trustee may, but need not be, solicitors or lawyers for the Issuer. The Trustee shall not be liable for the acts or misconduct of any such agent, mandatary or experts or assistants.

13.24 Privacy Laws

The parties acknowledge that the Trustee may, in the course of providing services hereunder, collect or receive financial and other personal information about such parties and/or their representatives, as individuals, or about other individuals related to the subject matter hereof, and use such information for the following purposes:

(a) to provide the services required under this Indenture and other services that may be requested from time to time;

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(b) to help the Trustee manage its servicing relationships with such individuals;
(c) to meet the Trustee's legal and regulatory requirements; and
(d) if social insurance numbers are collected by the Trustee, to perform Tax reporting and to assist in verification of an individual's identity for security purposes.

Each party acknowledges and agrees that the Trustee may receive, collect, use and disclose personal information provided to it or acquired by it in the course of this Indenture for the purposes described above and, generally, in the manner and on the terms described in its Privacy Code, which the Trustee shall make available on its website, or upon request, including revisions thereto. The Trustee may transfer personal information to other companies in or outside of Canada that provide data processing and storage or other support in order to facilitate the services it provides. Further, each party agrees that it shall not provide or cause to be provided to the Trustee any personal information relating to an individual who is not a party to this Indenture unless that party has assured itself that such individual understands and has consented to the aforementioned uses and disclosures.

13.25 Currently Not Filing

The Issuer confirms that, as at the date of execution of this Indenture, it is not filing with the U.S. Securities and Exchange Commission (" SEC ") as a Foreign Private Issuer (as such term is defined in the Securities Exchange Act of 1934) and covenants that, in the event that it shall begin to file as a Foreign Private Issuer, the Issuer shall promptly deliver to the Trustee an Officer's Certificate (in a form provided by the Trustee) certifying such "reporting issuer" status and such other information as the Trustee may require at such given time including, but not limited to, the Central Index Key that has been assigned for filing purposes. The Issuer understands that the Trustee is relying upon the foregoing representation and covenant in order to meet certain SEC obligations with respect to those clients who are filing with the SEC.

13.26 Trust Provisions

Notwithstanding the references herein or in any Notes or in any Supplemental Indenture to this Indenture as a "Trust Indenture" or to Computershare Trust Company of Canada (or its successor hereunder, if any) as a "Trustee" or to it acting as trustee, and except for any trust which may be created or constituted in Québec for the purposes of Sections 5.5, 10.5 and 10.6 (collectively, the " Trust Sections ") (and only to the extent contemplated by the Trust Sections), no trust within the meaning of Chapter II of Title Six of Book Four of the Civil Code is intended to be or is created or constituted hereby. In addition, for greater certainty and subject as hereinafter in this Section 13.26 provided in the case of any trust created or constituted in Québec for the purposes of the Trust Sections, the provisions of Title Seven of Book Four of the Civil Code shall not apply to any administration by the Trustee hereunder.

Except as otherwise expressly provided or unless the context otherwise requires, references in this Indenture to "trust" or "in trust", and other similar wording shall only refer to any trust that shall be created or constituted for the purposes of the Trust Sections, as the case may be, which trusts shall, subject to the next sentence, be created or constituted under Québec law. Any such trust shall be automatically created by the mere fact of the transfer to or taking of possession by the Trustee of the property subject to and for the purposes of such trust and such provisions of the Civil Code shall automatically apply thereto unless such transfer and taking of possession occurs outside of Québec and it has previously been, or it is then, expressly agreed between the Issuer and the Trustee (acting in its sole discretion) that the trust laws in the jurisdiction where such transfer or taking of possession occurs shall apply or the laws of such jurisdiction make it mandatory that its trust laws apply to any trust created hereunder as a result of such transfer or taking of possession. The administration of any

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such trust shall be governed by and in accordance with the provisions hereof (and, in particular, in the case of the Trustee, Article 13 hereof) which, to the extent permitted by applicable Law, shall supersede any provisions relating to the administration of property of others or other similar provisions of any applicable Law.

ARTICLE 14 SUPPLEMENTAL INDENTURES

14.1 Form of Consent

The consent of the Noteholders of the Notes is not necessary under this Indenture to approve the particular form of any proposed amendment or waiver. It is sufficient if such consent approves the substance of the proposed amendment or waiver.

14.2 Notice of Amendments

After an amendment under this Indenture becomes effective, the Issuer is required to deliver to Noteholders a notice briefly describing such amendment. However, the failure to give such notice to all Noteholders, or any defect therein, will not impair or affect the validity of the amendment.

14.3 Supplemental Indentures

From time to time the Trustee and, when authorized by a resolution of the Issuer Board, the Issuer may, and they shall when required by this Indenture, execute, acknowledge and deliver by their proper officers Supplemental Indentures, which thereafter shall form part of this Indenture, for any one or more of the following purposes:

(a) creating any Notes and establishing the terms of any Notes and the terms and denominations in which they be issued as provided in Article 2;
(b) adding limitations or restrictions to be observed upon the amount or issue of Notes hereunder, provided that, in the Opinion of Counsel, such limitations or restrictions shall not be prejudicial to the interests of the Noteholders;
(c) adding to the covenants of the Issuer herein contained for the protection of the Noteholders or providing for Events of Default in addition to those herein specified, or otherwise amending the terms hereof, provided that, in the Opinion of Counsel, such addition or amendment will not be prejudicial to the interests of the Noteholders generally;
(d) making such provision not inconsistent with this Indenture as may be necessary or desirable with respect to matters or questions arising hereunder, including the making of any modifications in the form of the Notes which do not affect the substance thereof and which it may be expedient to make, provided that such provisions and modifications will not, in the advice of Counsel, be prejudicial to the interests of the Noteholders generally;
(e) providing for the issue, as permitted hereby, of Notes of any one or more Series;
(f) evidencing the succession, or successive successions, of successors to the Issuer and the covenants of and obligations assumed by any such successor in accordance with this Indenture;

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(g) providing for the alternative arrangements whereby the Notes can be traded through an alternative book-entry system as contemplated in Section 2.5;
(h) giving effect to any Extraordinary Resolution or Ordinary Resolution;
(i) otherwise adding or modifying, amending or eliminating any of the terms of this Indenture, a Supplemental Indenture or Terms Schedule, provided however that:
(i) no such addition, modification, amendment or elimination shall be effective with respect to any Notes which are outstanding at the time of such addition, modification, amendment or elimination; and
(ii) the Trustee may decline to enter into any amendment which would adversely affect its own rights, duties or immunities under this Indenture or otherwise; and
(j) for any other purpose not inconsistent with the terms of this Indenture.

The Trustee may also, without the consent or concurrence of the Noteholders, by Supplemental Indenture or otherwise, concur with the Issuer in making any changes or corrections in this Indenture that (a) in the opinion of the Trustee or its counsel is of a format, minor or technical nature, or (b) which it shall have been advised by Counsel are required for the purpose of curing or correcting any ambiguity or defective or inconsistent provision or clerical omission or mistake or manifest error contained herein or in any Supplemental Indenture, provided that, in either case, in the Opinion of Counsel, the rights of the Noteholders are not materially prejudiced thereby.

14.4 Effect of Supplemental Indentures

Upon the execution of any Supplemental Indenture, this Indenture shall be modified in accordance therewith, such Supplemental Indentures shall form a part of this Indenture for all purposes, and every Noteholder to which such Supplemental Indenture relates shall be bound thereby. Any Supplemental Indenture may contain terms which add to, modify or negate any of the terms contained in this Indenture, and to the extent that there is any difference between the terms of this Indenture and the terms contained in a Supplemental Indenture, the terms contained in the Supplemental Indenture shall be applicable to the Notes to which such Supplemental Indenture relates and the corresponding terms contained in this Indenture shall not be applicable unless otherwise indicated in such Supplemental Indenture.

ARTICLE 15 EVIDENCE OF RIGHTS OF NOTEHOLDERS

15.1 Evidence of Rights of Noteholders

(a) Any instrument which this Indenture may require or permit to be signed or executed by the Noteholders may be in any number of concurrent instruments of similar tenor and may be signed or executed by such Noteholders in person or by attorney duly appointed in writing. Proof of the execution of any such instrument, or of a writing appointing any such attorney or (subject to Section 11.9 with regard to voting at meetings of Noteholders) of the holding by any Person of Notes shall be sufficient for any purpose of this Indenture if the fact and date of the execution by any Person of such instrument or writing are proved by the certificate of any notary public or other office authorized to take acknowledgments of deeds to be recorded at the place at which such certificate is made, that the Person signing such request or other

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instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, or in any other manner which the Trustee may consider adequate.

(b) The Trustee may, nevertheless, in its discretion, require further proof when it deems further proof desirable or may accept such other proof as it shall consider proper.
(c) The ownership of Notes shall be proved by the Registers as herein provided.

ARTICLE 16 EXECUTION AND FORMAL DATE

16.1 Counterpart Execution

This Indenture may be executed in several counterparts, each of which when so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument. Delivery of an executed signature page to this Indenture by any person by electronic transmission shall be as effective as delivery of a manually executed copy of this Indenture by such person.

The words "execution", "signed", "signature" and words of like import in this Indenture or the Notes shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, including as to its validity and enforceability, as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any law, including Parts 2 and 3 of the Personal Information Protection and Electronic Documents Act (Canada) and other similar federal or provincial laws based on the Uniform Electronic Commerce Act of the Uniform Law Conference of Canada or its Uniform Electronic Evidence Act as the case may be.

16.2 Formal Date

For the purpose of convenience, this Indenture may be referred to as bearing formal date of September 20, 2021, irrespective of the actual date of execution thereof.

[signature page follows]

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IN WITNESS WHEREOF , the parties hereto have executed this Indenture and the hands of their proper officers in that behalf.

COGECO COMMUNICATIONS INC. , as Issuer

By: (signed) Patrice Ouimet Name: Patrice Ouimet Title: Senior Vice President & Chief Financial Officer

By: (signed) Andrée Pinard Name: Andrée Pinard Title: Vice President & Treasurer COMPUTERSHARE TRUST COMPANY OF CANADA , as Trustee By: (signed) Authorized Signatory Authorized Signatory By: (signed) Authorized Signatory Authorized Signatory

COGECO CONNEXION INC. , as Guarantor

By: (signed) Christian Jolivet Name: Christian Jolivet Title: Director By: (signed) Patrice Ouimet Name: Patrice Ouimet Title: Director 12266181 CANADA INC. , as Guarantor By: (signed) Christian Jolivet Name: Christian Jolivet Title: Director By: (signed) Patrice Ouimet Name: Patrice Ouimet Title: Director

113795602

[ Signature page to Trust Indenture ]

ELITE GENERAL PARTNERSHIP, by its managing partner 12266181 CANADA INC., as Guarantor

By: (signed) Christian Jolivet Name: Christian Jolivet Title: Director

By: (signed) Patrice Ouimet Name: Patrice Ouimet Title: Director

COGECO CONNEXION FIBRE GP INC. , as Guarantor

By: (signed) Christian Jolivet Name: Christian Jolivet Title: Director

By: (signed) Patrice Ouimet Name: Patrice Ouimet Title: Director

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SCHEDULE "A"

GLOBAL NOTE LEGEND

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER SEPTEMBER 20, 2021.

THIS CERTIFICATE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. ("CDS") TO COGECO COMMUNICATIONS INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO. (OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS) AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.

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SCHEDULE "B" PERMITTED LIENS

Nil.

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SCHEDULE "C"

APPROVED BANKS

Bank	Relevant S&P Issuer Credit Rating (as at August 3rd, 2021)
ANZ BankingGroup	AA-
Bank of America NA	A+
Bank of Montreal	A+
The Bank of Nova Scotia	A+
Bank of Scotland	A+
Bank of Tokyo-Mitsubishi UFJ	A
BNP Paribas	A+
Canadian Imperial Bank of Commerce	A+
Citibank NA	A+
HSBC Bank of Canada	A+
National Australia Bank Limited	AA-
National Bank of Canada	A
Royal Bank of Canada	AA-
Societe Generale(Canada Branch)	A
The Toronto-Dominion Bank	AA-

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SCHEDULE "D"

FORM OF GUARANTEE

TO: Computershare Trust Company of Canada, as Trustee under the Trust Indenture (in such capacity together with its successors and assigns in such capacity, the " Trustee ").

WHEREAS:

A. Cogeco Communications Inc. (the " Issuer "), the initial Guarantors party thereto and the Trustee are parties to a Trust Indenture dated as of September 20, 2021 (such Trust Indenture, as may from time to time be supplemented, amended or restated, being the " Trust Indenture ") in connection with the issue of certain senior secured notes (collectively the " Notes ") by the Issuer;
B. Section 8.7(a) of the Trust Indenture requires that, in certain circumstances, the Issuer cause certain Subsidiaries of the Issuer to execute and deliver a Guarantee to the Trustee, guaranteeing, inter alia , all amounts owing or that may become owing by the Issuer in respect of the Notes;
C. The undersigned (the “ Obligor ”), [  ] is a Subsidiary of the Issuer that is required to execute and deliver a Guarantee pursuant to Section 8.7(a) of the Trust Indenture and the Obligor has determined that it is in the best interests of the Obligor to deliver this Guarantee to the Trustee; and
D. Terms not otherwise defined in this guarantee have the meanings specified in the Trust Indenture;

NOW THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Obligor, the Obligor agrees to and in favour of the Trustee and the Noteholders as follows:

(i) Guarantee

The Obligor solidarily (jointly and severally) guarantees to the Trustee and the Noteholders the due and punctual payment and performance of each of the Obligations as each such Obligation becomes due from time to time (whether because of maturity, default, demand, acceleration or otherwise).

(ii) Guarantee Absolute

The guarantees, indemnities, liabilities and obligations of the Obligor to the Trustee and the Noteholders under this guarantee (the " Obligor’s Liabilities ") are absolute, unconditional and irrevocable. The Obligor’s Liabilities will remain effective despite, and will not be released, discharged, diminished, limited or in any way affected by, anything done, omitted to be done, suffered or permitted by the Trustee, the Noteholders or by any other Person or by any other matter, act, omission, circumstance or other thing of any nature or kind. Without limiting the generality of the foregoing, the Obligor’s Liabilities will remain fully effective and enforceable and will not be released, discharged, diminished, limited or in any way affected by, and the rights and remedies of the Trustee and the Noteholders under this guarantee will not in any way be diminished or prejudiced by:

(A) any lack of genuineness, validity or enforceability of any, of the Obligations or of any agreements or arrangements between the Issuer and the Trustee or of any of the Transaction Documents or any other agreements or arrangements between the Issuer and any of the Noteholders (collectively, the " Underlying Agreements "), or any failure

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by the Issuer or any Noteholder to carry out any of its obligations under any such agreement or arrangement;

(B) any change in the name, objects, powers, organization, share capital, constating documents, business, shareholders, directors or management of the Issuer, the Obligor or any Guarantor, the reorganization of the Issuer, the Obligor or any Guarantor, an amalgamation or merger by the Issuer, the Obligor or any Guarantor with any other Person, or any continuation of the Issuer, the Obligor or any Guarantor under the laws of another jurisdiction;
(C) any lack or limitation of power, incapacity or disability of the Issuer or of the directors, officers, employees or agents of the Issuer or any other irregularity, defect or informality, or any fraud, by the Issuer or its directors, officers, employees or agents, with respect to any or all of the Obligations or any of the Underlying Agreements;
(D) any impossibility, impracticability, frustration of purpose, illegality, invalidity, force majeure or act of government or Governmental Authority;
(E) the bankruptcy, winding-up, liquidation, dissolution or financial condition of the Issuer, any of the Guarantors, the Trustee, any Noteholder or any other Person at any time;
(F) any law, regulation, limitation period or other circumstance that might otherwise be a defence available to, or a discharge of, the Issuer or the Obligor in respect of any or all of the Obligations or any of the Underlying Agreements;
(G) any failure by the Trustee or any Noteholder to take, or any abstention by the Trustee or any Noteholder from taking, any security from the Issuer, a Guarantor, any present or future guarantor or surety of any or all of the Obligations, other than the Guarantors (a " Surety ") or any other Person, or from perfecting or maintaining the perfection of any security taken; any release or addition of one or more sureties or endorsers; the acceptance of any additional or substituted security; any release or subordination of any security or any loss, or in respect of, any security received by or on behalf of the Trustee or any Noteholder from the Issuer, the Guarantors, any Surety or any other Person, whether occasioned through the fault of the Trustee or any Noteholder or otherwise;
(H) any loss or impairment of any right of the Obligor or any of the Guarantors for subrogation, reimbursement or contributions, whether or not as a result of any action taken or omitted to be taken by the Trustee or any Noteholder; or
(I) any other matter, act, omission, circumstance or thing that might in any manner (but for the operation of this Section 2) operate (whether by statute, at law, in equity or otherwise) to release, discharge, diminish, limit or in any way affect the liability of, or otherwise provide a defence to, a guarantor or surety, even if known by the Trustee or any Noteholder.

(iii) Dealing with Obligations

Without limiting the generality of Section 2, the Trustee and the Noteholders may, with respect to any or all of the Obligations, without releasing, discharging, diminishing, limiting or otherwise affecting any of the Obligor’s Liabilities, and without diminishing or prejudicing any or all of the rights and remedies of the Trustee and the Noteholders hereunder:

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(A) amend, alter, vary, compromise, subordinate, postpone or abandon any of the Obligations, any of the Obligor’s Liabilities, any security, any of the Underlying Agreements or any one or more of the Trustee’s or Noteholders’ other arrangements or agreements with the Issuer, any Guarantor, any Surety or any other Person;
(B) grant time, renewals, extensions, indulgences, releases or discharges to the Issuer, any Guarantor or any Surety;
(C) increase or reduce the principal amount of, or the rate of interest on, any or all of the Obligations or any other amounts, rates or fees payable under or in respect of any or all of the Obligations, accept new, replacement or additional Notes or enter into revised, amended, supplemental, replacement, additional or new Underlying Agreements with or without the issue of new, replacement or additional Notes;
(D) alter, compromise, accelerate, extend or change the time or manner for payment or performance by the Issuer of, or by any other Person liable to the Trustee and the Noteholders with respect to, any or all of the Obligations;
(E) take or abstain from taking security from the Issuer, any Guarantor, any Surety or any other Person or abstain from completing, perfecting or maintaining the perfection of any security taken;
(F) release or add one or more Sureties or endorsers, accept additional or substituted security, or release, subordinate or postpone any security;
(G) accept compromises from the Issuer or any Surety or any other Person;
(H) do, or omit to do, anything to enforce the payment or performance of any of the Obligations or any security;
(I) give or refuse to give or continue giving any credit or any financial accommodation to the Issuer;
(J) prove any claim in any Liquidation Proceeding (as hereinafter defined) as it sees fit or refrain from proving any claim;
(K) apply any money received from the Issuer, the Guarantors, any Surety or any security upon such part of the Obligations as the Trustee and the Noteholders may see fit or change any such application in whole or in part from time to time as the Trustee and the Noteholders may see fit; or
(L) otherwise deal with the Obligations, the Issuer, the Guarantors, all Sureties and all other Persons as the Trustee and the Noteholders may see fit.

(iv) Indemnity

If, and to the extent that, any portion of the Obligations would not be recoverable from the Obligor on the basis of a guarantee for any reason, then notwithstanding any other provision hereof, the Obligor shall be liable hereunder as principal, and shall indemnify the Trustee and the Noteholders in respect of, such Obligations and shall pay the amount of such Obligations to the Trustee immediately after demand therefor.

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(v) Continuing Guarantee

This guarantee shall be a continuing guarantee and shall be binding as a continuing obligation of the Obligor. For all purposes of the Obligor’s Liabilities, including without limitation the calculation of the amount of the Obligations at any time, every sum of money which is now or which may hereafter from time to time be due or owing to the Trustee or any Noteholder by the Issuer (or would have become so due or owing were it not for the insolvency, bankruptcy, reorganization or winding-up of the Issuer) shall be deemed to be and to continue to be due and owing to the Trustee or such Noteholder, as the case may be, until the same shall be actually paid in cash to the Trustee or such Noteholder, as the case may be, notwithstanding the insolvency, bankruptcy, reorganization or winding-up of the Issuer or any other event whatsoever. The Obligor agrees that, if at any time all or any part of any payment previously applied by the Trustee or any Noteholder to any of the Obligations is or must be rescinded or returned by the Trustee or such Noteholder, as the case may be, for any reason whatsoever (including without limitation the insolvency, bankruptcy, reorganization or winding-up of the Issuer), such Obligation shall, for the purpose hereof, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence, notwithstanding such application by the Trustee or such Noteholder, as the case may be, and this guarantee shall continue to be effective or be reinstated, as the case may be, as to such Obligation, all as though such application by the Trustee or such Noteholder, as the case may be, had not been made. No assurance, security or payment which may be rescinded or avoided under any law relating to insolvency, bankruptcy, reorganization or winding-up and no release, settlement, discharge or arrangement which may have been given or made on the faith of any such assurance, security or payment shall prejudice or affect the rights of the Trustee and the Noteholders to recover from the Obligor to the full extent of this guarantee as if such assurance, security, payment, release, settlement, discharge or arrangement had never been granted, given or made. Any such release, settlement, discharge or arrangement shall as between the Trustee and the Noteholders and the Obligor be deemed to have been given or made upon the express condition that it shall become and be wholly void and of no effect if the assurance, security or payment on the faith of which it was made or given shall at any time thereafter be rescinded or avoided as aforesaid, to the intent so that the Trustee and the Noteholders shall become and be entitled at any time after any such recission or avoidance to exercise all or any of the rights conferred upon them hereunder and of all other rights which by virtue and as a consequence of this guarantee they would have been entitled to exercise but for such release, settlement, discharge or arrangement.

(vi) Stay of Acceleration, etc.

If acceleration of the time for payment, or the liability of the Issuer to make any payment, of any amount specified to be payable by the Issuer in respect of the Obligations is stayed, prohibited or otherwise affected upon the insolvency, bankruptcy, reorganization or winding-up of the Issuer or any moratorium affecting the payment of the Obligations by the Issuer, all such amounts otherwise subject to acceleration or payment shall nonetheless be deemed for all purposes of the guarantee contained herein to be and to become due and payable by the Issuer and shall be payable by the Obligor hereunder forthwith on demand by the Trustee.

(vii) Subrogation

Until all of the Obligations are paid and performed in full, the Obligor shall not be subrogated to any right or remedy of the Trustee or any Noteholder. No payment or payments to the Trustee and the Noteholders from the Obligor on account of the Obligor’s Liabilities will entitle the Obligor to claim repayment against the Issuer until all claims of the Trustee and the Noteholders against the Issuer for all of the Obligations are paid and satisfied in full. The Obligor, to the extent permitted by law, irrevocably releases and waives any claim, subrogation rights or right of contribution or indemnity (whether arising at law, in equity, by statute, by contract or otherwise) that it may now or in the future have against the Issuer because of any payment under this guarantee if, and to the extent that, any such claim, rights or right would cause an allegation or assertion under any Applicable Laws that such

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payment constitutes a preference in favour of the Trustee or any Noteholder or that such payment or such preference is recoverable from the Trustee or any Noteholder.

(viii) Bankruptcy

In any dissolution, liquidation, winding-up, insolvency, bankruptcy, receivership (judicial or otherwise), reorganization, moratorium, arrangement with creditors or other similar proceedings affecting the Issuer, any Guarantor or any Surety (whether voluntary or compulsory) or if the Issuer or any Surety sells all or substantially all of its assets (collectively a " Liquidation Proceeding "), the Trustee and the Noteholders will have the right, in priority to the Obligor, to receive their full claim in respect of such Liquidation Proceeding for all of the Obligations. The Trustee and the Noteholders also will have the right to include in their claim in any Liquidation Proceeding all or any part of the payments made by the Obligor hereunder and to prove and rank for, and receive dividends in respect of, all such claims, all of which rights and privileges are assigned to the Trustee for the benefit of the Trustee and the Noteholders. The provisions of this Section shall be sufficient authority for any Person making payment of any such dividends to pay the same directly to the Trustee for the benefit of the Trustee and the Noteholders. The Trustee and the Noteholders will be entitled to receive all dividends or other payments in respect of all of the above referenced claims until all of the Obligations are paid and satisfied in full and the Obligor will continue to be liable under this guarantee for any unpaid balance of the Obligations. If any amount is paid to the Obligor under any Liquidation Proceeding at any time when any Obligations remain outstanding or the Obligor is liable to the Trustee and the Noteholders in respect of any of the Obligor’s Liabilities, such amount will be received and held in trust by the Obligor for the benefit of the Trustee and the Noteholders and will be immediately paid to the Trustee to be credited and applied against the Obligations. The Trustee and the Noteholders may in their discretion value as they see fit, or may refrain from valuing, any security held by or for the benefit of any of them.

(ix) No Set-Off etc.

All payments required to be made under this guarantee will be made free and clear of, and without deduction for, any present or future taxes (other than income taxes imposed on the overall net income of the Noteholders), charges or withholdings, and without regard to any equities between the Obligor, the Guarantors, the Issuer or any other Person and the Trustee and the Noteholders, or any of them, and without regard to any defence, right of set-off, combination of accounts or cross-claim which the Obligor, any Guarantor, the Issuer or any other Person may have; provided, however, that if any taxes are required by Applicable Laws to be withheld from any amount payable to the Trustee or any Noteholder under these guarantees, the amount so payable to the Trustee or such Noteholder shall be increased to the extent necessary to yield to the Trustee or such Noteholder (on a net basis after payment of all taxes) the entire amount payable to the Trustee or such Noteholder under this guarantee prior to, and without regard to, such withholding. Whenever any taxes are payable by the Obligor, as promptly as possible thereafter the Obligor will send to the Trustee a certified copy of an original official receipt showing payment thereof. If the Obligor fails to pay any taxes when due or fails to remit to the Trustee the required documentary evidence thereof, the Obligor will indemnify the Trustee and the Noteholders for any incremental taxes, interest, penalties or other liabilities that may become payable by the Trustee or any Noteholder or to which the Trustee or any Noteholder may be subjected as a result of any such failure. A certificate of the Trustee or any Noteholder as to the amount of any such taxes, interest or penalties shall be conclusive and binding in the absence of manifest error.

(x) Interest

The liability of the Obligor to make payments under this guarantee will bear interest at a nominal rate per annum equal to the highest rate from time to time applicable to the Obligations. Such interest will be payable on demand and will be calculated, but not compounded, daily (both before and after

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judgment) from and including the date such payment becomes due and payable under this guarantee to but not including the date of payment.

(xi) Waiver of Notice

The Obligor waives notice of acceptance of this guarantee, notice of the creation, renewal or accrual of any of the Obligations and notice of any other liability to which this guarantee may apply, and notice or proof of reliance by the Trustee and the Noteholders upon this guarantee, and waives diligence, protest, notice of protest, presentment, demand of payment, dishonour, notice of dishonour or nonpayment of any of the Obligations, suit or taking other action or making any demand against, and any other notice to, the Issuer or any other Person.

(xii) Enforcing Rights Against the Obligor

This is a guarantee of payment and not of collection, and is the primary obligation of the Obligor. The Trustee and the Noteholders will not be required to take any action or to exhaust their recourse against the Issuer, any Guarantor, any Surety or any other Person, or to enforce or value any security, before being entitled to payment from, and to enforce their rights and remedies against, the Obligor under this guarantee.

(xiii) Rights Not Exhaustive

All rights, powers and remedies of the Trustee and the Noteholders under this guarantee are in addition to, and not in substitution for, any other rights, powers or remedies that the Trustee and the Noteholders have at any time with respect to the Obligations and the Obligor’s Liabilities, whether at law, in equity, under statute, by agreement, pursuant to security or otherwise. All rights, powers and remedies of the Trustee and the Noteholders are cumulative and not alternative and will not be exhausted by the exercise of any of the rights, powers or remedies under this guarantee or otherwise against the Obligor or any other Person, or by any number of successive actions, until and unless all of the Obligations have been paid and satisfied in full and each of the Obligor’s Liabilities has been fully paid.

(xiv) Delivery and Completeness of Guarantee

Upon this guarantee bearing the signature of a person claiming to have authority to bind the Obligor coming into the hands of the Trustee, it will be deemed to be finally executed and delivered by the Obligor free from any promise or condition affecting or limiting the Obligor’s Liabilities except as expressly set forth in this guarantee. No statement, representation, agreement or promise by any officer, employee or agent of the Trustee or any Noteholder, unless expressly set forth in this guarantee, forms any part of this guarantee or has induced the making of this guarantee or in any way affects any of the Obligor’s Liabilities.

(xv) Additional Security

Subject to Section xvi below, the guarantee contained herein is in addition to, and not in substitution for, any security of any kind from the Obligor or any other Person now or in the future held by or for the benefit of the Trustee and the Noteholders.

(xvi) Guarantee Limits

Notwithstanding any other provision of this guarantee, the liability of the Obligor shall not exceed the maximum amount permitted by Applicable Laws. For greater certainty, in respect of the liability of the Obligor and in determining the maximum amount permitted by Applicable Laws, such maximum amount shall, to the extent permitted by Applicable Laws, be the greater of (i) such amount calculated at the moment of entering into this guarantee and (ii) such amount calculated at the time that the Noteholders' Collateral Bond is no longer held by the Trustee.

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(xvii) Governing Law

This guarantee shall be governed by and construed in accordance with the laws of the Province of Québec and the laws of Canada applicable in that province without reference to any conflict of laws rule or principle which might refer such construction to the laws of another jurisdiction and shall be treated, in all respects, as a Québec contract. Without prejudice to the ability of the Trustee to enforce this guarantee in any other proper jurisdiction, the Obligor irrevocably submits and attorns to the jurisdiction of the courts of the Province of Québec.

(xviii) Severability

Any provision of this guarantee which is or shall be deemed to be void, prohibited or unenforceable in any jurisdiction in which the same is sought to be enforced, or in respect of any particular right or obligation to which such provision would otherwise be applicable, shall be ineffective to the extent of such voidness, prohibition or unenforceability without in any way invalidating the remaining provisions of this guarantee. In addition, any such voidness or prohibition or unenforceability in any jurisdiction or in respect of any particular right or obligation shall not invalidate or render unenforceable such provision in any other jurisdiction or in respect of any other rights or obligations to which such provision is applicable.

(xix) Notices

All notices and communications provided for hereunder shall be in writing and sent (a) by telecopy if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), or (b) by a recognized overnight delivery service (charges prepaid), in each case to the address or facsimile number of the Obligor or Trustee set out herein. Any such notice will be deemed given only when actually received. In the event that the Obligor or the Trustee changes its address for notice purposes in accordance with the foregoing, notice of such change shall be sent by the Trustee to the Noteholders at their addresses for notice purposes set forth in the Register.

(xx) Review of Trust Indenture

The Obligor acknowledges that the Obligor has reviewed a copy of, and is familiar with the terms and provisions of, the Trust Indenture.

(xxi) Binding Nature

This guarantee and the Obligor’s Liabilities will extend to, and will operate to the benefit and advantage of, the Trustee and the Noteholders and their successors and assigns and will be binding on the Obligor and its successors. The Obligor may not assign any of the Obligor’s Liabilities.

(xxii) Copy of Guarantee

The Obligor acknowledges receipt of an executed copy of this guarantee.

(xxiiii) Language

Le débiteur et le fiduciaire ont exigé que la présente convention ainsi que tous les documents et avis qui s’y rattachent et/ou qui en découleront soient rédigés en langue anglaise. The Obligor and the Trustee have required that this guarantee and all documents and notices related to this guarantee and/or resulting from this guarantee be drawn up in English.

(xxiv) Joinder

The Obligor acknowledges and agrees that the provisions in the Trust Indenture, other than those appearing in Article 6 of the Trust Indenture, apply to the Obligor as if the Obligor were a Guarantor party thereto and the Obligor shall be deemed for all purposes to be a party to the Trust Indenture and to be bound thereby as if it were an original party thereto. The Obligor acknowledges and agrees that its guarantee herein is solidary (joint and several) with the guarantees of the other Guarantors and of

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other Subsidiaries providing guarantees pursuant to Section 8.7 of the Trust Indenture. In the event of any conflict or inconsistency between any provision of this guarantee and any provision of the Trust Indenture, the provision of this guarantee shall govern.

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IN WITNESS OF WHICH the Obligor has executed this Guarantee as of [  ] , 20 [  ] .

Address:

c/o Cogeco Communications Inc. Suite 3636 1 Place-Ville Marie Montreal, Québec H3B 2P2

Attention: President

[  ] [  ] Name: Name: Title: Title:

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SCHEDULE "E"

REQUIRED ATTRIBUTES OF CERTAIN SUBORDINATED INDEBTEDNESS

Subordinated Indebtedness in Section 1.1, such Indebtedness shall have the attributes set forth in such clause (b) of such definition and shall be Indebtedness of the Issuer, or Indebtedness of a Designated Subsidiary that is a guarantor of the 2021 Senior Notes Indebtedness (as defined in the subordination provisions below), that (i) is evidenced by debentures, notes, bonds, guarantees or similar evidences of Indebtedness (referred to in the subordination provisions below as the " Debentures "), (ii) at no time after the Collateral Bond Release Time is secured by any Lien on property or assets of the Issuer or any Designated Subsidiary, and (iii) expressly contains in the instruments evidencing such Indebtedness or in the indenture or other similar instrument under which it is issued (which indenture or other similar instrument shall be binding on the Issuer, any such Designated Subsidiary and all holders of such Indebtedness) (referred to in the subordination provisions below as the " Indenture "), subordination provisions substantially in the following form (without limitation as to further, not inconsistent, provisions, if so desired):

Article 1 – Subordination:

1.1 Debentures Subordinate to Senior Indebtedness . For the purposes of this Section .1 and Section .2, "Senior Indebtedness" shall mean Indebtedness owed by the Issuer [1] or any of its Designated Subsidiaries to any other Person that is not junior or subordinate to any other Indebtedness of the Issuer or any of its Designated Subsidiaries ( provided that Indebtedness shall not be deemed to be "junior or subordinate to any other Indebtedness" solely as a result of any such other Indebtedness being a secured Purchase Money Obligation), but shall not include Indebtedness referred to in clause (g) of the definition of Indebtedness herein [and shall not include Indebtedness that is incurred in violation of Section __ of this Indenture] [2] ( provided that, notwithstanding the foregoing and anything to the contrary herein or therein, Senior Indebtedness shall in all events include all 2021 Senior Notes Indebtedness (as hereinafter defined)), and "Senior Indebtedness Lender" shall mean each holder or lender of Senior Indebtedness (as defined in this Section) [that has not extended Senior Indebtedness in violation of Section __ of this Indenture [3] ( provided that notwithstanding the foregoing and anything to the contrary herein or therein, Senior Indebtedness Lender shall in all events include any holder of 2021 Senior Notes (as hereinafter defined)). " 2021 Senior Notes Indebtedness " shall mean all principal, interest, premium and other obligations of the Issuer and the Guarantors (i) under or in respect of the Issuer’s 2.991% Series 1 Senior Secured Notes due September 22, 2031 (issued in the original principal amount of $500,000,000) (as the same may be amended, restated, extended, supplemented or otherwise modified from time to time and together with any additional notes issued form time to time under the Trust Indenture, the " 2021 Senior Notes "), and (ii) to or for the benefit of the holders of the 2021 Senior Notes and under or in respect of the Trust Indenture, any future Guarantees granted in respect thereof and all other Transaction Documents (as each of such terms is defined in the Trust Indenture).

To the extent and in the manner set forth in this Section, the indebtedness and liabilities represented by the Debentures and the payment of the principal of and the interest on and any other amount under the Debentures and this Indenture, or any claim which is the equivalent of or a substitute for any such principal, interest or other amount, or for damages

1 The term "Issuer" in such subordination provisions shall have the same meaning as in the Trust Indenture. Other capitalized terms used (and not otherwise defined) in such subordination provisions shall have substantially the same meanings as in the Trust Indenture.

2 Insert bracketed language if applicable.

3 Insert bracketed language if applicable.

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arising from the purchase of the Debentures or for reimbursement or contribution on account of such a claim, or any other obligation of the Issuer or any of its Designated Subsidiaries to the Trustee[4] or the Debenture holders under or in respect of this Indenture (collectively the " Subordinate Debt ") are hereby expressly made subordinate and subject in right of payment to the prior payment in full in cash (or other property satisfactory to the Senior Indebtedness Lender in its sole discretion) of all indebtedness and liabilities of any and every nature whatsoever, direct or indirect, absolute or contingent, matured or unmatured, whether as primary debtor or as Surety, which the Issuer or any of its Designated Subsidiaries has incurred or is under or may hereafter incur or be under to the Senior Indebtedness Lender. The Debentures holders shall not take or receive from the Issuer or any of its Designated Subsidiaries, directly or indirectly, in cash or other assets or by set-off or in any other manner (including without limitation by way of enforcement or realization of any security), and the Issuer shall not make, and shall ensure that its Designated Subsidiaries do not make, any payment of any of the Subordinate Debt in any event at any time that such payment is prohibited by subsection 1.3, 1.4 or 1.5 hereof or if such payment would be prohibited by subsection 1.6 hereof. For greater certainty, however, the foregoing shall not prohibit payment by the Issuer or receipt by the Debentures holders, subject to the restrictions imposed by subsections 1.3, 1.4, 1.5, and 1.6 hereof, of semi-annual payments of interest on the aggregate principal amount of the Debentures at the rate specified in the Debentures or of the aggregate principal amount of the Debentures on the stated maturity of the Debentures or when otherwise required or permitted by this Indenture.

1.2 All Liens and security interests to secure any Subordinate Debt that are held at any time and from time to time by or for the benefit of the Debentures holders with respect to any assets of the Issuer or any of its Designated Subsidiaries shall be and hereby are expressly made subordinate to all Liens and security interests with respect to such assets held at any time and from time to time by or for the benefit of the Senior Indebtedness Lender with respect to such assets, irrespective of (i) the time or sequence of execution, delivery or registration of any security document; (ii) the attachment or perfection of any security interest relating to such security document; (iii) the time or sequence of any advances under the Senior Indebtedness or Subordinate Debt; (iv) the time or sequence of any demand, default or event of default under any security document; or (v) any other factor of legal relevance that would otherwise establish priorities.
1.3 Liquidation, Dissolution, Bankruptcy . In the event of distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of the Issuer or any of its Designated Subsidiaries, or the proceeds thereof, to creditors, or any proposal by the Issuer or any of its Designated Subsidiaries to creditors for a readjustment, reamortization or restructuring of the Senior Indebtedness or the Subordinate Debt, or other readjustment of any of the indebtedness or liabilities of the Issuer or any of its Designated Subsidiaries, whether any of the foregoing is by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors, marshalling of the assets or liabilities of the Issuer or any of its Designated Subsidiaries or any other action or proceeding involving the readjustment of all or any part of the Senior Indebtedness or the Subordinate Debt, or the application of the assets of the Issuer or any of its Designated Subsidiaries to the payment or liquidation thereof, or upon the dissolution or other winding-up of the business of the Issuer or any of its Designated Subsidiaries, or upon the sale of all or substantially all of the business of the Issuer and any of its Designated Subsidiaries, the Senior Indebtedness Lender shall be entitled to receive payment in full in cash (or other property satisfactory to the Senior Indebtedness Lender in its sole discretion) of the Senior Indebtedness (including interest accruing to the date of receipt of such payment at the rate applicable to the relevant

4 To be defined as the trustee, agent or other representative of the holders of the Subordinated Debt.

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part of the Senior Indebtedness, whether or not allowed as a claim in any such proceeding) before the Debentures holders are entitled to receive any direct or indirect payment or distribution of any cash or other assets of the Issuer or any of its Designated Subsidiaries (other than securities issued by the Issuer or any of its, Designated Subsidiaries, including equity securities, or other evidences of indebtedness of the Issuer or any of its Designated Subsidiaries, which are subject to a subordination agreement with the Senior Indebtedness Lender containing subordination provisions at least as favorable to the Senior Indebtedness Lender as are the terms and provisions hereof; such securities and other evidences of indebtedness being referred to herein, as " Permitted Junior Securities ") on account of the Subordinate Debt and, to that end, the Senior Indebtedness Lender shall be entitled to receive directly, for application in payment of the Senior Indebtedness (to the extent necessary to pay all Senior Indebtedness in full in cash after giving effect to any substantially concurrent payment or distribution to the Senior Indebtedness Lender in respect of the Senior Indebtedness), any payment or distribution of any kind or character, whether in cash or other assets (but excluding any Permitted Junior Securities), which shall be payable or deliverable in any of the circumstances referred to in this subsection upon or with respect to the Subordinate Debt. To the extent any payment of Senior Indebtedness (whether by or on behalf of the Issuer, as proceeds of security or enforcement of any right of set-off or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to a trustee, receiver or other similar person under any bankruptcy, insolvency, receivership or similar law, then if such payment is recoverable by, or paid over to, such trustee, receiver or other person, the Senior Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. For greater certainty, however, the foregoing shall not be applicable to any conveyance, sale, lease, transfer or other disposition of any assets or business of the Issuer or any of its Designated Subsidiaries, or any amalgamation, consolidation or merger of the Issuer or any of its Designated Subsidiaries, or any liquidation, winding up or dissolution of any of the Issuer’s Designated Subsidiaries, that is specifically permitted by the terms of any written agreement between the Issuer and each Senior Indebtedness Lender and is not prohibited by any of the terms of the Subordinate Debt.

1.4 In order to enable the Senior Indebtedness Lender to enforce its rights hereunder in any of the actions or proceedings described in subsection 1.3 hereof, upon the Debentures holders’ failure to make and present on a timely basis a proof of claim against the Issuer or any of its Designated Subsidiaries on account of the Subordinate Debt or other motion or pleading as may be reasonably necessary to establish the Debenture holders’ entitlement to payment of any Subordinate Debt, in any such case for at least 30 days after written request therefor by or on behalf of the applicable Senior Indebtedness Lender to the Trustee or until 10 days prior to when such proof of claim or other such motion or pleading is required by applicable Law to be filed or taken, whenever is earlier, such Senior Indebtedness Lender is hereby irrevocably authorized and empowered (but shall not be obliged), (i) to make and present for and on behalf of the Debentures holders such proofs of claims or other such motions or pleadings and to demand, sue for, receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the same may be paid or issued (but excluding Permitted Junior Securities) and to apply the same on account of the Senior Indebtedness and (ii) to demand, sue for, collect and receive each of the aforesaid payments and distributions and give acquittance therefor and to file claims and take such other actions, in its own name or in the name of the Trustee, the Debentures holders or otherwise, as the Senior Indebtedness Lender may deem necessary or advisable for the enforcement of this Section. For greater certainty, however, the foregoing shall not prohibit the Debentures holders from making or presenting proofs of claim against the Issuer or any of its Designated Subsidiaries on account of the Subordinate Debt or from making any other motion or pleading as may be proper to establish the Debentures holders’ entitlement to payment of any Subordinate Debt.

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1.5 Default on Senior Indebtedness and Payment Standbys . (a) If any default by the Issuer or any of its Designated Subsidiaries in payment of any principal, interest or other amount included in the Senior Indebtedness (a " Payment Default ") shall at any time occur or exist, then at all times thereafter until such Payment Default shall have been cured or the Senior Indebtedness shall have been paid in full in cash (or other property satisfactory to the Senior Indebtedness Lender in its sole discretion) and any agreement or obligation on the part of the Senior Indebtedness Lender to make further financial accommodation to the Issuer shall have been terminated or the benefits of this subsection 1.5(a) shall have been waived in writing by or on behalf of the Senior Indebtedness Lender, none of the Issuer and its Designated Subsidiaries shall, directly or indirectly, make, and upon the Trustee’s receipt from the Senior Indebtedness Lender of written notice (a " Deferral Notice ") of such Payment Default neither it nor the Debentures holders nor any person on their behalf shall enforce any lien or other security interest held by or for the benefit of the Debentures holders in respect of the Subordinate Debt, or take or receive from the Issuer or any of its Designated Subsidiaries, directly or indirectly, in cash or other assets (but excluding Permitted Junior Securities) or by set-off or in any other manner, any payment on account of any of the Subordinate Debt. (b) Upon the Issuer’s receipt from any Senior Indebtedness Lender of a Deferral Notice with respect to the occurrence of any default or event of default relating to the Senior Indebtedness other than a Payment Default (a " Nonpayment Default "), none of the Issuer and its Designated Subsidiaries shall, directly or indirectly, make, and upon the Subordinate Debt Trustee’s receipt of such Deferral Notice from any Senior Indebtedness Lender neither the Trustee nor the Debentures holders nor any person on their behalf shall enforce any Lien or other security interest held by or for the benefit of the Debentures holders in respect of the Subordinate Debt, or take or receive from the Issuer or any of its Designated Subsidiaries, directly or indirectly, in cash or other assets (but excluding Permitted Junior Securities) or by set-off or in any other manner, any payment on account of any Subordinate Debt during the period (a " Deferral Period ") from the date of the Issuer’s or the Trustee’s, as the case may be, receipt of such Deferral Notice until the earliest of (i) the date such Nonpayment Default is cured (if capable of being cured) or otherwise ceases to exist in accordance with the terms of the Senior Indebtedness, (ii) the date the benefit of this subsection 1.5(b) has been waived in writing by or on behalf of the Senior Indebtedness Lender and (iii) 180 days after the Issuer’s receipt of such Deferral Notice. Notwithstanding the foregoing, so long as the Subordination Agreement shall be in effect, no Deferral Period shall be available to any Senior Indebtedness Lender without the prior written consent of the Senior Debt Lender (as defined in the Subordination Agreement) and the written acknowledgment of such Senior Debt Leader that such Deferral Period hereunder shall reduce by its number of days any Deferral Period otherwise available to such Senior Debt Lender during the next 365 day period pursuant to the Subordination Agreement. Any Deferral Notice under this subsection 1.5(b) shall be sent concurrently to the Issuer and the Trustee. Upon termination of any Deferral Period, the Issuer may resume and the Debentures holders may accept payments of the Subordinate Debt (including the immediate payment of any interest which accrued due on the Debentures during the Deferral Period) in accordance with the terms thereof provided that any such payment is not prohibited by any other provision hereof, and any payment within five Business Days after the Deferral Period of such interest which became due on the Debentures during the Deferral Period shall serve to cure any default in the making of such payment which occurred during the Deferral Period. Any and all Deferral Periods under this subsection 1.5(b), together with all Deferral Periods under the Subordination Agreement shall not exceed an aggregate of 180 days during any 365-day period.
1.6 Default on Subordinate Debt and Standbys . (a) The Subordinate Debt Trustee shall give the Senior Indebtedness Lender written notice of any default by the Issuer or any of its Designated Subsidiaries in the performance or observance of any obligation relating to the Subordinate Debt as a consequence of which the Debentures holders intend to accelerate the maturity of

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any of the Subordinate Debt or enforce any Lien or other security interest held by or for the benefit of the Debenture holders in respect of the Subordinate Debt, which notice shall specify all such defaults. For a period of 30 days after the date such notice is received by the Senior Indebtedness Lender, it shall have the right to cure, or to cause the Issuer and its Designated Subsidiaries to cure, such defaults. (b) The Trustee shall give the Senior Indebtedness Lender prompt written notice of the acceleration of the maturity of any Subordinate Debt and specifying the default or defaults on which such acceleration was based, and none of the Issuer and its Designated Subsidiaries shall, directly or indirectly, make, and neither the Trustee nor the Debentures holders nor any person on their behalf shall enforce any Lien or other security interest held by or for the benefit of the Debentures holders in respect of the Subordinate Debt or take or receive from the Issuer or any of its Designated Subsidiaries, directly or indirectly, in cash or other assets (but excluding Permitted Junior Securities) or by set-off or in any other manner, any payment on account of any of the Subordinate Debt (except payment of accrued and unpaid interest on the Debentures if such payment is not prohibited by any other provision hereof and is necessary to rescind the acceleration, and except Permitted Junior Securities) during the period from such acceleration to 180 days after the date such notice is received by the Senior Indebtedness Lender. Upon termination of such period, the Issuer may resume and the Debentures holders may accept payments of the Subordinate Debt and the Debentures holders may enforce any Lien or other security interest if otherwise permitted to do so, provided that any such payment or enforcement is not prohibited by any other provision of this Section. If payment of the Subordinate Debt is prohibited for any period following acceleration as provided in this subsection 1.6(b), the Senior Indebtedness Lender shall be permitted to give a Deferral Notice under subsection 1.5(b) hereof in respect of the continuing occurrence of the default or defaults on which such acceleration was based only if such period of prohibition under this subsection 1.6(b) was less than 180 days, and in such case the Deferral Period resulting from such Deferral Notice, together with any Deferral Period imposed under the provisions of the Subordination Agreement, shall not be longer than 180 days less such period of prohibition under this subsection 1.6(b). For greater certainty, however, the preceding sentence shall not restrict the right of the Senior Indebtedness Lender to give a Deferral Notice with respect to any Payment Default, or limit the duration of any Deferral Period resulting therefrom. (c) The provisions of this subsection 1.6 shall not apply in respect of any Senior Indebtedness at any time after the maturity of such Senior Indebtedness has been accelerated, or at any time after the filing by the Issuer under the Bankruptcy and Insolvency Act (Canada) of any proceeding to be declared bankrupt, or the filing by the Issuer under the Bankruptcy and Insolvency Act (Canada) or the Companies’ Creditors Arrangement Act (Canada) of a proposal for readjustment of its liabilities with its creditors generally, or the declaration by a court of competent jurisdiction that the Issuer is bankrupt, or at any time after any lien or security interest held by or for the benefit of the applicable Senior Indebtedness Lender in respect of such Senior Indebtedness has been enforced.

1.7 No Prepayment of Subordinate Debt . Without the prior written consent of the Senior Indebtedness Lender, the Issuer shall not pay, and the Debenture holders shall not accept payment of, directly or indirectly, any Subordinate Debt prior to the date on which such payment is required by this Indenture. For greater certainty and without limitation, the Issuer shall not make any voluntary prepayment or redemption, and the Debenture holders shall not accept any voluntary prepayment or redemption, of the Debentures, without the prior written consent of the Senior Indebtedness Lender.
1.8 Payments Received by the Debenture Holders . If the Debentures holders shall receive any direct or indirect payment from or distribution of assets of the Issuer or any of its Designated Subsidiaries on account of the Subordinate Debt, which under the provisions of this Section the Debentures holders are not authorized to receive, then the Debentures holders shall receive and hold such payment or distribution in trust for the benefit of the Senior Indebtedness

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Lender and shall promptly pay the same over to the Senior Indebtedness Lender in precisely the form received (except for the endorsement or assignment of the Trustee or the Debentures holders or other person where necessary) to the extent necessary to pay the Senior Indebtedness in full after giving effect to any substantially concurrent payment or distribution to or for the benefit of the Senior Indebtedness Lender in respect of the Senior Indebtedness.

1.9 Subrogation to Rights of Senior Indebtedness Lender . (a) After the Senior Indebtedness has been paid in full in cash (or other property satisfactory to the Senior Indebtedness Lender in its sole discretion) and any agreement or obligation on the part of the Senior Indebtedness Lender to make further financial accommodation to the Issuer shall have been terminated, the Debentures holders shall be subrogated to the rights of the Senior Indebtedness Lender to receive payments and distributions of cash and other assets applicable to the Senior Indebtedness, to the extent of the payments or distributions made to the Senior Indebtedness Lender in respect of, or otherwise applied to the payment of, the Senior Indebtedness pursuant to this Section .1, until the Subordinate Debt shall be paid in full. For purposes of such subrogation, no payments or distributions to the Senior Indebtedness Lender of any cash or other assets to which the Debenture holders would, have been entitled except for the provisions of this Section .1, and no payments over pursuant to the provisions of this Section .1 to the Senior Indebtedness Lender by the Debenture holders shall, as among the Issuer or any of its Designated Subsidiaries and its respective creditors (other than the Debentures holders and the Senior Indebtedness Lender), be deemed to be a payment or distribution by the Issuer or any of its Designated Subsidiaries to or on account of the Senior Indebtedness, it being understood that the provisions of this Section .1 are solely for the purposes of defining the relative rights of the Debentures holders on the one hand and the Senior Indebtedness Lender on the other hand. At the request of the Trustee and the expense of the Issuer, the Senior Indebtedness Lender shall assign to the Trustee on behalf of the Debenture holders, without any representation or warranty, at such time as the Debentures holders are subrogated pursuant to this subsection 1.9(a) to the rights of the Senior Indebtedness Lender to receive payments and distributions of cash and other assets applicable to the Senior Indebtedness, all right, title and interest of the Senior Indebtedness Lender in and to all security from the Issuer and its Designated Subsidiaries held at such time by the Senior Indebtedness Lender exclusively for the Senior Indebtedness. For greater certainty, the preceding sentence shall not give the Trustee or the Debentures holders any right, title or interest in or to any of the security referred to therein, nor shall it restrict in any way the right of the Senior Indebtedness Lender to discharge, reduce or otherwise deal with any such security prior to the time of such subrogation. (b) If any payment or distribution to which the Debentures holders would otherwise have been entitled but for the provisions of this Section __.1 shall have been applied, pursuant to the provisions hereof, to the payment in full in cash (or other property satisfactory to the Senior Indebtedness Lender in its sole discretion) of the Senior Indebtedness, the Debentures holders shall be entitled to receive from the Senior Indebtedness Lender (unless otherwise required by applicable Law) any substantially contemporaneous payments or distributions received by or on behalf of the Senior Indebtedness Lender in excess of the amount sufficient to pay in full in cash all of the Senior Indebtedness. (c) The Issuer and the Senior Indebtedness Lender acknowledge and agree that payments made to the Debentures holders which are required to be applied or paid over to the Senior Indebtedness Lender do not reduce the obligations of the Issuer to the Debentures holders.
1.10 Rights of Debentures holders Not to Be Impaired . Nothing contained in this Section __.1 is intended to or shall (i) impair, as among the Issuer and its Designated Subsidiaries and their respective creditors (other than the Senior Indebtedness Lender and the Debenture holders), the obligation of the Issuer and its Designated Subsidiaries, which is absolute and unconditional, to pay to the Debentures holders the Subordinate Debt as and when the same

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shall become due and payable, or (ii) affect the relative rights of the Debenture holders, on the one hand, and the creditors of the Issuer and its Designated Subsidiaries (other than the Senior Indebtedness Lender), on the other hand, against the Issuer and its Designated Subsidiaries.

1.11 No Waiver of Subordination Provisions . No right of the Senior Indebtedness Lender to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Issuer or any of its Designated Subsidiaries or by any act or failure to act any Senior Indebtedness Lender or any agent of or trustee for any Senior Indebtedness Lender, or by any noncompliance by the Issuer or any of its Designated Subsidiaries with any of the agreements or instruments relating to the Subordinate Debt, regardless of any knowledge thereof which the Senior Indebtedness Lender may have or be otherwise charged with. Without limitation of the foregoing, but in no way relieving the Issuer of its obligations under this Section .1, the Senior Indebtedness Leader may, at any time and from time to time, without the consent of or notice to the Debenture holders, without incurring responsibility to the Debentures holders and without impairing or releasing the subordination and other benefits provided in this Section .1 or the obligations hereunder of the Debenture holders to the Senior Indebtedness Lender, do any one or more of the following:
(i) change the manner, place or terms of payment or change or extend the time of payment of, or renew, exchange, amend or alter the terms of any Senior Indebtedness, any security therefor or guarantee thereof or any liability of the Issuer, or any guarantor of the Senior Indebtedness, or any liability incurred directly or indirectly in respect thereto or otherwise increase, reduce, amend, alter, renew, exchange, modify or supplement in any manner the Senior Indebtedness or any instrument evidencing or guaranteeing or securing the same or any agreement under which any of the Senior Indebtedness is outstanding;
(ii) sell, exchange, realize upon, enforce or otherwise deal with in any manner any assets pledged or mortgaged for or otherwise securing the Senior Indebtedness, notwithstanding subsection 1.9(a) hereof, or release or discharge any liability of the Issuer or any guarantor of the Senior Indebtedness, or any liability incurred directly or indirectly in respect thereof,
(iii) settle or compromise any Senior Indebtedness or any other liability of the Issuer or any guarantor of the Senior Indebtedness, or any security therefor or any liability incurred directly or indirectly in respect thereof, and apply any sum by whomsoever paid and however realized to any liability (including the Senior Indebtedness) in any manner or order; and
(iv) fail to take or to record or otherwise perfect, or release, surrender or discharge, any lien or security interest securing the Senior Indebtedness, exercise or delay in or refrain from exercising any right or remedy against the Issuer or any guarantor of the Senior Indebtedness or any security or any other person, and elect any remedy and otherwise deal freely with the Issuer and any guarantor of the Senior Indebtedness and with any security.

The Debentures holders hereby agree that all payments received by the Senior Indebtedness Lender may be applied, reversed and reapplied, in whole or in part, to any of the Senior Indebtedness, as the Senior Indebtedness Lender in its sole discretion deem appropriate.

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1.12 Instrument Legend . Each Debentures and any other instrument evidencing any of the Subordinate Debt will indicate that payment thereof is subject to the provisions of this Indenture.
1.13 Debentures holders’ Waivers; Acknowledgements . All of the Senior Indebtedness shall be deemed to have been made or incurred and continued in reliance upon this Section. The Debentures holders expressly waive any notice of the acceptance by any Senior Indebtedness Lender of the subordination and other provisions of this Section and all other notices not specifically required pursuant to the terms of this Section, and the Debenture holders expressly waive notice of reliance by the Senior Indebtedness Lender upon the subordination and other agreements as herein provided. The Debentures holders agree that the Senior Indebtedness Lender has made no warranties or representations with respect to the due execution, legality, validity, completeness or enforceability of any agreement or instrument relating to the Senior Indebtedness or the collectability of the Senior Indebtedness, that the Senior Indebtedness Lender shall be entitled to manage and supervise its financial accommodation to the Issuer in accordance with applicable Law and its usual practices, modified from time to time as it deems appropriate under the circumstances, without regard to the existence of any rights that the Debentures holders may now or hereafter have in or to any of the assets of the Issuer or any of its Designated Subsidiaries. The Senior Indebtedness Lender agrees that the Debentures holders have made no warranties or representations with respect to the due execution, legality, validity, completeness or enforceability of any agreement or instrument relating to the Subordinate Debt or the collectability of the Subordinate Debt, that the Debentures holders shall be entitled to manage and supervise their financial accommodations to the Issuer in accordance with applicable Law and their usual practices, modified from time to time as they deem appropriate under the circumstances, without regard to the existence of any rights that the Senior Indebtedness Lender may now or hereafter have in or to any of the assets of the Issuer or any of its Designated Subsidiaries (but subject always to the terms of this Section).
1.14 Senior Indebtedness Lender’s Waivers . No waiver shall be deemed to be made by any Senior Indebtedness Lender of any of its rights hereunder, unless the same shall be in writing signed by the applicable Senior Indebtedness Lender, and each waiver, if any, shall be a waiver only with respect to the specific instance involved and shall in no way impair the rights of the Senior Indebtedness Lender or the obligations of the Debentures holders to the Senior Indebtedness Lender in any other respect or at any other time.
1.15 Successors and Assigns; Assignment of Senior Indebtedness . All of the terms, conditions, covenants and provisions of this Section shall be binding upon the Debenture holders and their successors and assigns and shall enure to the benefit of the Senior Indebtedness Lender and its successors and assigns and to any Persons which purchase or refinance all or any part of the Senior Indebtedness. The Trustee shall have the right to assign, sell or transfer its position as trustee under this Indenture to any Person, provided that such Person acknowledges in writing in a form satisfactory to the Senior Indebtedness Lender, a copy of which writing shall be promptly delivered thereto, its agreement to be bound by the terms of this Section. The Senior Indebtedness Lender shall have the right to assign, sell or transfer (including without limitation the sale of a participation) all or any part of the Senior Indebtedness. Any Person acquiring an interest in the Senior Indebtedness from any Senior Indebtedness Lender, or any successor or assignee of the Senior Indebtedness Lender, or any person refinancing all or any part of the Senior Indebtedness, shall have the benefit of this Section and each acknowledgement relating hereto as if such Person were an original party hereto.

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Article 2 – Trustee Acknowledgments:

The Trustee is hereby granted the authority without any further act or consent of the Debentures holders to provide, execute and deliver from time to time to the Issuer, promptly upon its request and at its expense, and promptly to the Senior Indebtedness Lender or their agents or representatives, any acknowledgment (or similar document) of any subordination or postponement referred to in Section __.1 required by any of them confirming the applicability of the foregoing subordination provisions in favor of such Senior Indebtedness Lender, the related Senior Indebtedness and all Liens in respect thereof, provided the Trustee has received a Certificate of the Issuer confirming compliance with the covenants set out in this Indenture, and confirming that no Default or Event of Default is then continuing or would result from the incurrence of any Senior Indebtedness to be incurred in connection with such request.

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EXHIBIT 7.1(N)

COMPLIANCE CERTIFICATE

To: Computershare Trust Company of Canada, as Trustee

Reference is made to the Trust Indenture dated as of September 20, 2021 (the " Trust Indenture ") among, inter alia , Cogeco Communications Inc., a corporation existing under the laws of Canada, as issuer (the " Issuer "), and Computershare Trust Company of Canada, as trustee (the " Trustee "). All capitalized terms used as defined terms in this Compliance Certificate which are defined in the Trust Indenture shall have the same meanings herein as in the Trust Indenture and all references to section numbers shall be understood to refer to the stated sections of the Trust Indenture.

The undersigned hereby certifies that:

(1) I am the duly elected ____ of the Issuer;
(2) I have reviewed the terms of the Trust Indenture and I have made a detailed review of the transactions and conditions of the Issuer during the accounting period covered by the attached financial statements; and
(3) The examinations described in paragraph (2) did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes a Default or an Event of Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Compliance Certificate, except as set forth below.

Described below are the exceptions, if any, to paragraph (3) by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the Issuer has taken, is taking, or proposes to take with respect to each such condition or event;

The foregoing certifications, together with the financial statements delivered with this Compliance Certificate, are made and delivered this _ day of ___, _____.

COGECO COMMUNICATIONS INC.

By:

Name: Title:

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AI assistant

Envirogold Global Limited — Capital/Financing Update 2021

45673_rns_2021-09-20_13321e43-3943-40ba-af50-5ef63b65ee3d.pdf

COGECO COMMUNICATIONS INC.

COMPUTERSHARE TRUST COMPANY OF CANADA

TABLE OF CONTENTS

TABLE OF CONTENTS

(continued)

TABLE OF CONTENTS

Page

BETWEEN:

ARTICLE 1 INTERPRETATION

1.1 Definitions

1.2 Meaning of "outstanding" for Certain Purposes

1.3 Interpretation Not Affected by Headings

1.4 Extended Meanings

1.5 Day Not a Business Day

1.6 Currency

1.7 Conversion of Currency

1.8 Statutes

1.9 Invalidity of Provisions

1.10 Governing Law

1.11 Language

1.12 Calculations

1.13 Certificates and Opinion

1.14 Benefits of Indenture

1.15 GAAP

ARTICLE 2 THE NOTES

2.1 Limit of Issue

2.2 Issuance in Series

2.3 Form of Notes

2.4 Notes to Rank Equally

2.5 Book Entry Only Notes

2.6 Signatures on Notes

2.7 Certification

2.8 Payments of Principal, Interest and Premium

2.9 Issue of Substitutional Notes

2.10 Option of Holder as to Place of Payment

2.11 Record of Payment

2.12 Surrender for Cancellation

2.13 Right to Receive Indenture

ARTICLE 3 REGISTRATION, TRANSFER, EXCHANGE AND OWNERSHIP OF NOTES

3.1 Registers

3.2 Transfers of Notes

3.3 Restrictions on Transfer of Global Notes

3.4 Registration of Transfer or Exchange

3.5 Closing of Registers

3.6 Exchange of Notes

3.7 Ownership and Entitlement to Payment

3.8 Evidence of Ownership

3.9 No Notice of Trusts

3.10 Charges for Transfer and Exchange

3.11 Issuer and Trustee Not Liable in Respect of Depository Participants

ARTICLE 4

ISSUE, CERTIFICATION AND DELIVERY OF NOTES AND ADDITIONAL NOTES

4.1

Issue, Certification and Delivery of Notes and Additional Notes

4.2 No Notes or Additional Notes to be Certified during Event of Default

ARTICLE 5 REDEMPTION AND PURCHASE OF NOTES

5.1 General

5.2 Partial Redemption of Notes

5.3 Notice of Redemption

5.4 Notes Due on Redemption Dates

5.5 Failure to Surrender Notes Called for Redemption

5.6 Purchase of Notes

5.7 Cancellation of Notes

ARTICLE 6 GUARANTEES

6.1 Guarantee

6.2 Guarantee Absolute

6.3 Dealing with Obligations

6.4 Indemnity

6.5 Continuing Guarantee

6.6 Stay of Acceleration, etc.

6.7 Subrogation

6.8 Bankruptcy

6.9 No Set-Off, etc.

6.10 Interest

6.11 Waiver of Notice

6.12 Enforcing Rights Against A Guarantor

6.13 Rights Not Exhaustive

Envirogold Global Limited Capital/Financing Update 2021