Common use of Redemption Procedure Clause in Contracts

Redemption Procedure. In order to validly elect to redeem all or some of the Series A Preference Shares, the Corporation must mail notice of such redemption (a “Corporation Redemption Notice”) in accordance with Section 12.a), not less than 20 Business Days prior to the Redemption Date, to the Holders of record of the Series A Preference Shares to be redeemed at their respective addresses as reflected in the Corporation’s records; except that failure to give a Corporation Redemption Notice, or any defect therein or in the mailing thereof, will not affect the validity of the proceeding for the redemption of any Series A Preference Shares to be redeemed except as to the Holder to which the Corporation has failed to give such Corporation Redemption Notice or to which notice was defective. Each Corporation Redemption Notice must state: (A) the Redemption Date (which must be no earlier than 20 Business Days after the date of such Corporation Redemption Notice and no later than 45 Business Days after the date of such Corporation Redemption Notice); (B) the number of Series A Preference Shares to be redeemed; and (C) the Redemption Price, including a calculation of such Redemption Price. If the Corporation elects to redeem a portion, and not all, of the Series A Preference Shares, the Corporation shall redeem such Series A Preference Shares from all Holders pro rata in proportion to the number of Series A Preference Shares held by each such Holder relative to the number of Series A Preference Shares held by all Holders.

Redemption Procedure. In order to validly elect to redeem all (a) At least 10 days (or some such shorter period as any holder of the Series A Preference Shares, the Corporation must mail notice of such redemption (a “Corporation Redemption Notice”Notes may accept) in accordance with Section 12.a), and not less more than 20 Business Days 60 days prior to the any intended Redemption Date, written notice (the "Redemption Notice") shall be given by facsimile or first class mail, postage prepaid, to the Holders each holder of record on the record date fixed for such redemption of Notes at such holder's facsimile number or address as it appears on the stock books of the Series A Preference Shares to be redeemed at their respective addresses as reflected in the Corporation’s recordsCompany; except that provided, that, no failure to give a Corporation Redemption Notice, or such notice nor any defect deficiency therein or in the mailing thereof, will not shall affect the validity of the proceeding procedure for the redemption of any Series A Preference Shares Notes to be redeemed except as to the Holder holder or holders to which whom the Corporation Company has failed to give such Corporation Redemption Notice said notice or to which whom such notice was defective. (b) From and after the Redemption Date, unless there shall have been a default in payment of the Redemption Price (which amount, for the purposes of this Section 9.06, shall refer to the Optional Redemption Price in the event of a redemption pursuant to Section 9.03 hereof or the Put Redemption Price in the event of a redemption pursuant to Section 9.04 hereof), all rights of the holders of Notes (except the right to receive the Redemption Price upon surrender of their Notes) shall cease as to those Notes redeemed, and such Notes shall not thereafter be transferred on the books of the Company or be deemed to be outstanding for any purpose whatsoever. Each Corporation Redemption Notice must state: (A) If on the Redemption Date (the funds of the Company legally available for redemption of Notes are insufficient to redeem the total number of Notes to be redeemed on such date, then the Company will use those funds which must be no earlier than 20 Business Days after are legally available therefor to redeem the date maximum possible principal amount of Notes ratably among the holders of such Corporation Redemption Notice and no later than 45 Business Days after the date of such Corporation Redemption Notice); (B) the number of Series A Preference Shares Notes to be redeemed; redeemed based upon their holdings of Notes. Payments shall first be applied against accrued and (C) unpaid interest and thereafter against the Redemption Price, including a calculation remainder of such Redemption Price. If the Corporation elects to redeem a portion, and not all, of the Series A Preference Shares, the Corporation shall redeem such Series A Preference Shares from all Holders pro rata in proportion to the number of Series A Preference Shares held by each such Holder relative to the number of Series A Preference Shares held by all Holders.the

Redemption Procedure. In order to validly elect to redeem all or some (a) Notice of redemption (the "Redemption Notice") of the Preferred Stock, Series A Preference Shares, 1 shall be given by the Corporation must mail notice of such redemption (a “Corporation Redemption Notice”) in accordance with Section 12.a), not less than 20 Business Days 30 days prior to the Redemption Datedate fixed for redemption to each holder of any Preferred Stock, to the Holders of record of the Series A Preference Shares 1 to be redeemed at their respective addresses as reflected in the Corporation’s records; except that redeemed. Accidental failure or omission to give a Corporation the Redemption Notice, Notice to one or any defect therein or in the mailing thereof, will more of such holders shall not affect the validity of the proceeding for the redemption of any Series A Preference Shares to be redeemed except as to the Holder to which the Corporation has failed to give such Corporation redemption. The Redemption Notice or to which notice was defective. Each Corporation Redemption Notice must state: (A) the Redemption Date (which must be no earlier than 20 Business Days after the date of such Corporation Redemption Notice and no later than 45 Business Days after the date of such Corporation Redemption Notice); (B) the number of Series A Preference Shares to be redeemed; and (C) shall set out the Redemption Price, including a calculation the date fixed for redemption, the place of such Redemption Price. If redemption and, in the Corporation elects to redeem a portioncase of partial redemption, and not all, the number of the Series A Preference Sharesholder's shares to be redeemed. (b) On and after the date fixed for redemption, the Corporation shall redeem such Series A Preference Shares from all Holders pro rata in proportion pay or cause to be paid the Redemption Price to or to the number order of the holders of the Preferred Stock, Series A Preference Shares held 1 redeemed on presentation and surrender, at the place of redemption, of the respective certificates representing such shares, and the holders of the Preferred Stock, Series 1 called for redemption shall cease to be entitled to dividends or to exercise any of the rights of holders in respect thereof, unless payment of the Redemption Price shall not be made in accordance with the foregoing provisions, in which case the rights and privileges of the holders shall remain unimpaired. (c) The Corporation shall have the right at any time after mailing the Redemption Notice to deposit the Redemption Price of the shares thereby called for redemption, or such part thereof as at the time of deposit has not been claimed by the shareholders entitled thereto, in a special account with a chartered bank or trust company for the holders of such shares, and upon the deposit being made or upon the date fixed for redemption, whichever is the earlier, the Preferred Stock, Series 1 in respect of which the deposit shall have been made shall be deemed to be redeemed and the rights of each such Holder relative holder thereof shall be limited to receiving, without interest, his proportionate part of the Redemption Price so deposited upon presentation and surrender of the certificates representing his shares so redeemed. (d) If less than all the Preferred Stock, Series 1 represented by any certificate are redeemed, a new certificate for the balance shall be issued without cost to the number of Series A Preference Shares held by all Holdersholder.

Redemption Procedure. In Notes presented for redemption pursuant to SECTION 6.1(a) or (b) will be redeemed in order of their receipt by the Trustee, except that Notes presented for payment in the event of death of a holder pursuant to validly elect to redeem all or some of the Series A Preference Shares, the Corporation must mail notice of such redemption (a “Corporation Redemption Notice”) in accordance with Section 12.aSECTION 6.1(b), will be given priority in order of their receipt, over other Notes. Notes not less than 20 Business Days redeemed in any such period because they have not been presented on or prior to the Redemption Date, date that is sixty (60) days prior to the end of the applicable Redemption Period or because of the Annual Amount Limitations will be held in order of their receipt for redemption during the following twelve (12) month period(s) until redeemed, unless sooner withdrawn by the holder. Holders of record Notes presented for redemption shall be entitled to and shall receive scheduled payments of the Series A Preference Shares to interest thereon on scheduled Interest Payment Dates until their Notes are redeemed. Notes may be redeemed at their respective addresses as reflected in the Corporation’s records; except that failure to give a Corporation Redemption Notice, or any defect therein or in the mailing thereof, will not affect the validity of the proceeding presented for the redemption of any Series A Preference Shares to be redeemed except as by delivering to the Holder to which the Corporation has failed to give such Corporation Redemption Notice or to which notice was defective. Each Corporation Redemption Notice must stateTrustee: (A) a written request for redemption, in a form satisfactory to the Redemption Date Trustee, signed by the registered holder(s) or his or her duly authorized representative, (which must be no earlier than 20 Business Days after the date of such Corporation Redemption Notice and no later than 45 Business Days after the date of such Corporation Redemption Notice); (Bb) the number of Series A Preference Shares Note to be redeemed; , free and clear of any liens or encumbrances of any kind, and (C) in the Redemption Pricecase of a request made pursuant to SECTION 6.1(b), including a calculation appropriate evidence of such Redemption Pricedeath and, if made by a representative of a deceased holder, appropriate evidence of authority to make such request. If No particular forms of request for redemption or authority to request redemption are necessary (other than those required of a representative of a deceased holder). The price to be paid by the Corporation elects Company for all Notes or portions thereof presented to redeem it pursuant to the provisions described in this ARTICLE 6 is 100% of the principal amount thereof to be redeemed, plus accrued but unpaid interest on such principal amount to the date of payment. Any acquisition of Notes by the Company other than by redemption at the option of any holder pursuant to SECTION 6.1 shall not be included in the computation of Annual Amount Limitations for any period; provided, however, that Notes acquired by the Company by redemption, pursuant to Section 6.1, at the option of a portionholder that is a Subsidiary, shall not be included in the computation of Annual Amount Limitations for any period. For purposes of SECTIONS 6.1(a) AND (b) and this SECTION 6.2, (i) a Note held in tenancy by the entirety, joint tenancy or tenancy in common will be deemed to be held by a single holder, (ii) the death of a tenant by the entirety, joint tenant or tenant in common will be deemed the death of a holder, (iii) a person who is entitled to substantially all of the beneficial interests of ownership of a Note will be deemed to be the holder, if such beneficial interest can be established to the satisfaction of the Trustee, and (iv) the death of such person will be deemed to be the death of the holder, regardless of the registered holder. For purposes of a holder's request for redemption and a request for redemption on behalf of a deceased holder, such beneficial interest shall be deemed to exist in cases of street name or nominee ownership, ownership under the Uniform Gifts to Minors Act, community property or other joint ownership arrangements between a husband and wife (including individual retirement accounts or Keog▇ ▇▇▇ns maintained solely by or for the holder or decedent, or by or for the holder or decedent and his or her spouse), and trusts and certain other arrangements where a person has substantially all of the power to sell, transfer or otherwise dispose of a Note and the right to receive the proceeds therefrom, as well as interest and principal payable with respect thereto. In the case of Notes registered in the names of banks, trust companies or broker-dealers who are members of a national securities exchange or the National Association of Securities Dealers, Inc. ("Qualified Institutions"), the $25,000 limitation shall apply to each beneficial owner of Notes held by a Qualified Institution and the death of such beneficial owner shall entitle a Qualified Institution to seek redemption of such Notes as if the deceased beneficial owner were the record holder. Such Qualified Institution, in its request for redemption on behalf of such beneficial owners, must submit evidence, satisfactory to the Trustee, that it holds Notes on behalf of such beneficial owner and must certify that the aggregate amount of requests for redemption tendered by such Qualified Institution on behalf of each beneficial owner in the initial period or in any subsequent twelve (12) month period does not allexceed $25,000. In the case of any Notes which are presented for redemption in part only, upon such redemption the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the holder of such Notes, without service charge, a new Note(s), of any authorized denomination or denominations as requested by such holder, in aggregate principal amount equal to the Series A Preference Sharesunredeemed portion of the principal of the Notes so presented. Nothing herein shall prohibit the Company from redeeming, in acceptance of tenders made pursuant hereto, Notes in excess of the principal amount that the Company is obligated to redeem, nor from purchasing any Notes in the open market. However, the Corporation shall redeem such Series A Preference Shares from all Holders pro rata Company may not use any Notes purchased in proportion to the number of Series A Preference Shares held by each such Holder relative to the number of Series A Preference Shares held by all Holdersopen market as a credit against its redemption obligations hereunder.

Redemption Procedure. Notes presented for redemption pursuant to Section 7.1(a) or (b) will be redeemed in order of their receipt by the Trustee, except that Notes presented for payment in the event of death of a holder pursuant to Section 7.1(b), will be given priority in order of their receipt, over other Notes. Notes not redeemed in any such period because they have not been presented prior to November 1 of that period or because of the Annual Amount Limitations will be held in order of their receipt for redemption during the following twelve (12) month period(s) until redeemed, unless sooner withdrawn by the holder. Holders of Notes presented for redemption shall be entitled to and shall receive scheduled monthly payments of interest thereon on scheduled Interest Payment Dates until their Notes are redeemed. In order to validly elect the event that a holder or his or her duly authorized representative notifies the Trustee of such person's desire to redeem all or some any portion of the Series A Preference SharesNotes pursuant to Section 7.1 of the Indenture, the Corporation must mail notice Trustee shall furnish such person with the form set forth in Exhibit A hereto (for redemptions pursuant to Section 7.1(a) of such the Indenture) or Exhibit B hereto (for redemptions pursuant to Section 7.1(b) of the Indenture). Notes may be presented for redemption (a “Corporation Redemption Notice”) in accordance with Section 12.a), not less than 20 Business Days prior by delivering to the Redemption Date, to the Holders of record of the Series A Preference Shares to be redeemed Trustee by hand delivery or registered mail at their respective addresses as reflected in the Corporation’s records; except that failure to give a Corporation Redemption Notice, or any defect therein or in the mailing thereof, will not affect the validity of the proceeding for the redemption of any Series A Preference Shares to be redeemed except as to the Holder to which the Corporation has failed to give such Corporation Redemption Notice or to which notice was defective. Each Corporation Redemption Notice must stateits main office: (A) a written request for redemption, in the Redemption Date (which must be no earlier than 20 Business Days after form provided by the date of such Corporation Redemption Notice and no later than 45 Business Days after Trustee upon written request, signed by the date of such Corporation Redemption Notice); registered holder(s) or his or her duly authorized representative, (B) the number of Series A Preference Shares Note to be redeemed; , free and clear of any liens or encumbrances of any kind, and (C) in the Redemption Pricecase of a request made pursuant to Section 7.1(b), including a calculation appropriate evidence of such Redemption Pricedeath and, if made by a representative of a deceased holder, appropriate evidence of authority to make such request. If The price to be paid by the Corporation elects Company for all Notes or portions thereof presented to redeem a portion, and not all, it pursuant to the provisions described in this Section 7.1 is 100% of the Series A Preference Sharesprincipal amount thereof to be redeemed, the Corporation shall redeem plus accrued but unpaid interest on such Series A Preference Shares from all Holders pro rata in proportion principal amount to the number date of Series A Preference Shares payment. Any acquisition of Notes by the Company other than by redemption at the option of any holder pursuant to Section 7.1 shall not be included in the computation of Annual Amount Limitations for any period. For purposes of Section 7.1(a) and (b) and this Section 7.2, (i) a Note held in tenancy by the entirety, joint tenancy or tenancy in common will be deemed to be held by each a single holder, (ii) the death of a tenant by the entirety, joint tenant or tenant in common will be deemed the death of a holder, (iii) a person who is entitled to substantially all of the beneficial interests of ownership of a Note will be deemed to be the holder and (iv) the death of such Holder relative person will be deemed to be the number death of Series A Preference Shares held by all Holders.the holder, regardless of the registered holder. For

Redemption Procedure. In order to validly elect to redeem all Redemption of Notes presented for payment on or some of the Series A Preference Shares, the Corporation must mail notice of such redemption (a “Corporation Redemption Notice”) in accordance with Section 12.a), not less than 20 Business Days prior to the Redemption DateSeptember 30 immediately preceding the last day of the initial period and of each twelve (12) month period thereafter will be made on the last day (December 1) of such period, beginning December 1, 1998. Notes not redeemed in any such period because they have not been presented on or prior to the September 30 immediately preceding the last day (December 1) of that period or because of the $25,000 or $2,250,000 limitations will be held in order of their receipt for redemption during the following twelve (12) month period(s) until redeemed, unless sooner withdrawn by the holder. Holders of record Notes presented for redemption shall be entitled to and shall receive scheduled monthly payments of interest thereon on scheduled Interest Payment Dates until their Notes are redeemed. Subject to the $25,000 and $2,250,000 limitations, the Company will, at any time upon the death of any holder, redeem Notes within sixty (60) days following receipt by the Trustee of a written request therefor from such holder's personal representative, or surviving joint tenant(s), tenant by the entirety or tenant(s) in common. Notes will be redeemed in order of their receipt by the Trustee, except Notes presented for payment in the event of death of the Series A Preference Shares to holder, which will be redeemed at given priority in order of their respective addresses as reflected in the Corporation’s records; except that failure to give a Corporation Redemption Notice, or any defect therein or in the mailing thereof, will not affect the validity of the proceeding receipt. Notes may be presented for the redemption of any Series A Preference Shares to be redeemed except as by delivering to the Holder to which the Corporation has failed to give such Corporation Redemption Notice or to which notice was defective. Each Corporation Redemption Notice must stateTrustee: (A) a written request for redemption, in form satisfactory to the Redemption Date (which must be no earlier than 20 Business Days after Trustee, signed by the date of such Corporation Redemption Notice and no later than 45 Business Days after the date of such Corporation Redemption Notice); registered holder(s) or his duly authorized representative, (B) the number of Series A Preference Shares Note to be redeemed; , free and clear of any liens or encumbrances of any kind, and (C) in the Redemption Pricecase of a request made by reason of the death of a holder, appropriate evidence of death and, if made by a representative of a deceased holder, appropriate evidence of authority to make such request. No particular forms of request for redemption or authority to request redemption are necessary (other than those required of a representative of a deceased holder). The price to be paid by the Company for all Notes or portions thereof presented to it pursuant to the provisions described in this Article 6 is 100% of the principal amount thereof or portion thereof plus accrued but unpaid interest to the date of payment. Any acquisition of Notes by the Company other than by redemption at the option of any holder pursuant to this Section shall not be included in the computation of either the $25,000 or $2,250,000 limitation for any period. For purposes of this Section 6.2, a Note held in tenancy by the entirety, joint tenancy or tenancy in common will be deemed to be held by a single holder and the death of a tenant by the entirety, joint tenant or tenant in common will be deemed the death of a holder. The death of a person, who, during his lifetime, was entitled to substantially all of the beneficial interests of ownership of a Note will be deemed the death of the holder, regardless of the registered holder, if such beneficial interest can be established to the satisfaction of the Trustee. For purposes of a holder's request for redemption and a request for redemption on behalf of a deceased holder, such beneficial interest shall be deemed to exist in cases of street name or nominee ownership, ownership under the Uniform Gifts to Minors Act, community property or other joint ownership arrangements between a husband and wife (including individual retirement accounts or Keog▇ [▇.R. 10] plans maintained solely by or for the holder or decedent or by or for the holder or decedent and his spouse), and trusts and certain other arrangements where a calculation person has substantially all of the beneficial ownership interests in the Notes during his lifetime. Beneficial interests shall include the power to sell, transfer or otherwise dispose of a Note and the right to receive the proceeds therefrom, as well as interest and principal payable with respect thereto. In the case of Notes registered in the names of banks, trust companies or broker-dealers who are members of a national securities exchange or the National Association of Securities Dealers, Inc. ("Qualified Institutions"), the $25,000 limitation shall apply to each beneficial owner of Notes held by a Qualified Institution and the death of such Redemption Pricebeneficial owner shall entitle a Qualified Institution to seek redemption of such Notes as if the deceased beneficial owner were the record holder. If Such Qualified Institution, in its request for redemption on behalf of such beneficial owners, must submit evidence, satisfactory to the Corporation elects Trustee, that it holds Notes on behalf of such beneficial owner and must certify that the aggregate amount of requests for redemption tendered by such Qualified Institution on behalf of such beneficial owner in the initial period or in any subsequent twelve (12) month period does not exceed $25,000. In the case of any Notes which are presented for redemption in part only, upon such redemption the Company shall execute and the Trustee shall authenticate and deliver to redeem or on the order of the holder of such Notes, without service charge, a portion, and not allnew Note(s), of any authorized denomination or denominations as requested by such holder, in aggregate principal amount equal to the Series A Preference Sharesunredeemed portion of the principal of the Notes so presented. Nothing herein shall prohibit the Company from redeeming, in acceptance of tenders made pursuant hereto, Notes in excess of the principal amount that the Company is obligated to redeem, nor from purchasing any Notes in the open market. However, the Corporation shall redeem such Series A Preference Shares from all Holders pro rata Company may not use any Notes purchased in proportion to the number of Series A Preference Shares held by each such Holder relative to the number of Series A Preference Shares held by all Holdersopen market as a credit against its redemption obligations hereunder.

Redemption Procedure. In order to validly elect to redeem all On or some of after the Series A Preference Shares, the Corporation must mail notice of such date fixed for redemption (a “Corporation Redemption Notice”) in accordance with Section 12.a), not less than 20 Business Days prior to the Redemption Date, to the Holders of record of the Series A Preference Shares to be redeemed at their respective addresses as reflected stated in the Corporation’s records; except that failure to give a Corporation Optional Redemption Notice, or any defect therein or in the mailing thereof, will not affect the validity each holder of the proceeding for the redemption of any Series A Preference Shares to be redeemed except as to the Holder to which the Corporation has failed to give such Corporation Redemption Notice or to which notice was defective. Each Corporation Redemption Notice must state: (A) the Redemption Date (which must be no earlier than 20 Business Days after the date of such Corporation Redemption Notice and no later than 45 Business Days after the date of such Corporation Redemption Notice); (B) the number shares of Series A Preference Shares Preferred Stock called for redemption shall surrender the certificate or certificates evidencing such shares of Series A Preferred Stock to the Corporation at the place designated in such notice, and shall thereupon be redeemed; and (C) entitled to receive payment of the Redemption Price, including a calculation of such aggregate Redemption Price. If fewer than all the Corporation elects to redeem a portion, and not all, of the Series A Preference Shares, the Corporation shall redeem such Series A Preference Shares from all Holders pro rata in proportion to the number shares of Series A Preference Shares held Preferred Stock represented by each any such Holder relative to surrendered certificate or certificates are redeemed, a new certificate shall be issued representing the number unredeemed shares of Series A Preference Shares held by Preferred Stock. If, on the date fixed for redemption, funds necessary for the redemption shall be available therefor and shall have been irrevocably deposited or set aside, then, notwithstanding that the certificates evidencing any shares called for redemption shall not have been surrendered, the dividends with respect to the shares so called shall cease to accumulate on and after the date fixed for redemption, such shares of Series A Preferred Stock shall no longer be deemed outstanding, the holders thereof shall cease to be shareholders with respect to such shares, and all Holdersrights whatsoever with respect to such shares (except the right of the holders thereof to receive the aggregate Redemption Price, without interest, upon surrender of their certificates) shall terminate. If any holder of shares of Series A Preferred Stock to be redeemed has lost, misplaced or is otherwise unable to deliver the certificates representing such shares, such holder shall execute and deliver an affidavit of loss in customary form containing an indemnification of the Corporation with respect to any undelivered certificates, and upon such execution and delivery the former holder of such shares shall become entitled to receive the aggregate Redemption Price.

Redemption Procedure. In order A Notice of Redemption shall be given by the Corporation not less than 15 days nor more than 40 days prior to validly elect the date fixed for redemption to redeem all or some each Holder of the Series A Preference Shares, the Corporation must mail Shares to be redeemed. Accidental failure or omission to give such notice to one or more of such redemption (a “Corporation Redemption Notice”) in accordance with Section 12.a), Holders shall not less than 20 Business Days prior to affect the validity of such redemption. On and after the Redemption Date, the Corporation shall pay or cause to be paid to or to the order of the Holders of record of the Series A Preference Shares to be redeemed the Redemption Price on presentation and surrender at their respective addresses as reflected in the Corporation’s records; except that failure to give a Corporation Redemption Notice, or any defect therein or in the mailing thereof, will not affect the validity place of redemption of the proceeding for respective certificates representing such shares. Such payment shall be made by cheque drawn on a Canadian chartered bank and payable at par at any branch in Canada of such bank. Such shares in respect of which the redemption of any Redemption Price has been paid as aforesaid shall thereupon be redeemed. If less than all the Series A Preference Shares to represented by any certificate shall be redeemed except as to redeemed, a new certificate for the Holder to which the Corporation has failed to give such Corporation Redemption Notice or to which notice was defectivebalance shall be issued. Each Corporation Redemption Notice must state: (A) From and after the Redemption Date (which must be no earlier than 20 Business Days after Date, the date of such Corporation Redemption Notice and no later than 45 Business Days after the date of such Corporation Redemption Notice); (B) the number of Series A Preference Shares to be redeemed; and (C) the Redemption Price, including a calculation of such Redemption Price. If the Corporation elects to redeem a portion, and not all, Holders of the Series A Preference SharesShares called for redemption shall cease to be entitled to dividends or to exercise any of the rights of Holders in respect thereof unless payment of the Redemption Price shall not be made in accordance with the foregoing provisions, in which case the rights of the Holders shall remain unimpaired. The Corporation shall have the right at any time after mailing a Notice of Redemption to deposit the Redemption Price of the shares thereby called for redemption, or such part thereof as at the time of deposit has not been claimed by the persons entitled thereto, in any Canadian chartered bank or trust company in Canada specified in the Notice of Redemption or in a subsequent notice to the Holders in respect of which the deposit is made, in a special account for the Holders of such shares, and upon such deposit being made or upon the Redemption Date, whichever is later, the Corporation shall redeem such Series A Preference Shares from all Holders pro rata in proportion respect of which such deposit shall have been made shall be deemed to be redeemed and the rights of each Holder shall be limited to receiving, without interest, his proportionate part of the Redemption Price so deposited upon presentation and surrender of the certificate representing his shares to be redeemed. Any interest on such deposit shall belong to the number of Series A Preference Shares held by each such Holder relative to the number of Series A Preference Shares held by all HoldersCorporation.

Redemption Procedure. In order i. The payment of cash or issuance of Common Stock, as applicable, pursuant to validly an Optional Redemption or a Monthly Redemption shall be payable on the Optional Redemption Date or Monthly Redemption Date, as applicable. If any portion of the payment pursuant to an Optional Redemption or Monthly Redemption shall not be paid by the Company by the applicable due date, interest shall accrue thereon at an interest rate equal to the lesser of 15 % per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of the Optional Redemption Amount or Monthly Redemption Amount remains unpaid after such date, the Holder may elect, by written notice to the Company given at any time thereafter, to invalidate such Optional Redemption or Monthly Redemption, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. Notwithstanding anything to the contrary in this Section 6, the Company’s determination to redeem in cash or its elections under Section 6(b) shall be applied ratably among the Holders of Notes. The Holder may elect to redeem all or some convert the outstanding principal amount of the Series A Preference SharesNote pursuant to Section 4 prior to actual payment in cash for any redemption under this Section 6 by the delivery of a Notice of Conversion to the Company. ii. Notwithstanding anything herein contained to the contrary, the Corporation must mail notice of such redemption Holder, at its option, may defer any Monthly Redemption (each a “Corporation Deferred Redemption”). In such event, the Holder may elect to receive a Deferred Redemption Notice”at any time in shares of Common Stock at the lesser of (i) the Conversion Price, (ii) 87% of the lowest VWAP in accordance with Section 12.a), not less than 20 Business Days the ten (10) days prior to the Redemption Date, Holder’s notice to the Holders Company of record of the Series A Preference Shares its election to be redeemed at their respective addresses as reflected in the Corporation’s records; except that failure to give a Corporation Redemption Notice, or any defect therein or in the mailing thereof, will not affect the validity of the proceeding receive payment for the redemption Deferred Redemption. Any payment of any Series A Preference Shares to a Deferred Redemption that is not converted into shares of Common Stock, shall be redeemed except as paid in cash to the Holder on the next applicable Monthly Redemption Date. iii. Notwithstanding anything herein contained to which the Corporation has failed contrary, the Holder, at its option, may accelerate up to give four (4) Monthly Redemptions (an “Accelerated Redemption”) at once by indicating such Corporation acceleration on a Monthly Redemption Notice. In such event, the Holder may elect to receive an Accelerated Redemption at any time in shares of Common Stock at the Monthly Conversion Price. Any payment of an Accelerated Redemption shall be paid in Shares of Common Stock on Monthly Redemption Date that relates to the Monthly Redemption Notice or to which notice was defectiveindicating an Accelerated Redemption. Each Corporation Redemption Notice must state: (A) For the Redemption Date (which must be no earlier than 20 Business Days after the date avoidance of such Corporation Redemption Notice and no later than 45 Business Days after the date of such Corporation Redemption Notice); (B) the number of Series A Preference Shares to be redeemed; and (C) the Redemption Price, including a calculation of such Redemption Price. If the Corporation elects to redeem a portion, and not all, of the Series A Preference Sharesdoubt, the Corporation shall redeem such Series A Preference Shares from all Holders pro rata in proportion Holder is entitled to the number of Series A Preference Shares held by an Accelerated Redemption, at its option, with respect to each such Holder relative to the number of Series A Preference Shares held by all HoldersMonthly Redemption.

Redemption Procedure. i. In order to validly elect to redeem all or some of the Series A Preference Shares, the Corporation must mail notice of such redemption (a “Corporation Redemption Notice”) in accordance with Section 12.a), not less than 20 Business Days prior to the Redemption Date, to the Holders of record of the Series A Preference Shares to be redeemed at their respective addresses as reflected in the Corporation’s records; except that failure to give a Corporation Redemption Notice, or any defect therein or in the mailing thereof, will not affect the validity of the proceeding for the redemption of any Series A Preference Shares to be redeemed except as to the Holder to which the Corporation has failed to give such Corporation Redemption Notice or to which notice was defective. Each Corporation Redemption Notice must state: (A) the Redemption Date (which must be no earlier than 20 Business Days after the date of such Corporation Redemption Notice and no later than 45 Business Days after the date of such Corporation Redemption Notice); (B) the number of Series A Preference Shares to be redeemed; and (C) the Redemption Price, including a calculation of such Redemption Price. If the Corporation elects to redeem a portion, and not all, of the Series A Preference Shares, the Corporation shall redeem such Series A Preference Shares from all Holders pro rata in proportion to the number of Series A Preference Shares held by each such Holder relative to the number of Series A Preference Shares held by all Holders. ii. After the Corporation has mailed a Corporation Redemption Notice in accordance with Section 9.b)i., and on the condition that on or before the applicable Redemption Date the Corporation has set aside funds necessary for such redemption (separate and apart from the Corporation’s other funds) in trust for the pro rata benefit of the Holders entitled to redemption, so as to be and to continue to be available therefor, then, from and after the Redemption Date (unless, as of the end of the Redemption Date, the Corporation has not paid the Redemption Price, in which case such rights shall thereafter continue until the Redemption Price is paid), the Series A Preference Shares to be redeemed will be deemed to be no longer outstanding and to not have the status of Series A Preference Shares, and all rights of the Holders of such Series A Preference Shares with respect to the Series A Preference Shares (except the right to receive the applicable Redemption Price) will thereby cease. iii. Notwithstanding the foregoing, the Holder may continue to exercise its conversion rights with respect to the Series A Preference Shares up until, but not including, the date the Redemption Price is paid to the Holder.

Redemption Procedure. In order to validly elect to redeem all or some of the Series A Preference Shares, the Corporation must mail The Paying Agent shall cause notice of such any redemption (a “Corporation Redemption Notice”) in accordance with Section 12.a)to be mailed by first class mail, postage prepaid, at least 30 days but not less more than 20 Business Days 60 days prior to the Redemption Datedate fixed for redemption, to the Holders of record (i) one or more of the Series A Preference Shares Information Services, and (ii) to be redeemed the respective Owners of any Bonds designated for redemption, at their respective addresses as reflected in appearing on the Corporation’s recordsRegistration Books; except that but such mailing shall not be a condition precedent to such redemption and failure to give a Corporation Redemption Notice, mail or to receive any defect therein or in the mailing thereof, will such notice shall not affect the validity of the proceeding proceedings for the redemption of any Series A Preference Shares such Bonds. In addition, notice of redemption shall be given by telecopy or certified, registered or overnight mail to each of the Securities Depositories at least two days prior to such mailing to the Bond Owners. Such notice shall state the redemption date and the redemption price and, if less than all of the then Outstanding Bonds are to be called for redemption, shall designate the serial numbers of the Bonds to be redeemed except as by giving the individual number of each Bond or by stating that all Bonds between two stated numbers, both inclusive, or by stating that all of the Bonds of one or more maturities have been called for redemption, and shall require that such Bonds be then surrendered at the Office of the Paying Agent for redemption at the said redemption price, giving notice also that further interest on such Bonds will not accrue from and after the redemption date. Upon surrender of Bonds redeemed in part only, the District shall execute and the Paying Agent shall authenticate and deliver to the Holder Owner, at the expense of the District, a new Bond or Bonds, of the same maturity, of authorized denominations in aggregate principal amount equal to which the Corporation has failed to give such Corporation Redemption Notice unredeemed portion of the Bond or to which notice was defectiveBonds. Each Corporation Redemption Notice must state: (A) the Redemption Date (which must be no earlier than 20 Business Days From and after the date fixed for redemption, if notice of such Corporation Redemption Notice redemption has been duly given and funds available for the payment of the principal of and interest (and premium, if any) on the Bonds so called for redemption have been duly provided, such Bonds shall cease to be entitled to any benefit under this Resolution other than the right to receive payment of the redemption price, and no later than 45 Business Days interest shall accrue thereon on or after the redemption date specified in such notice. All Bonds redeemed under this Section 2.03 shall be canceled by the Paying Agent, and a certificate or other evidence of such Corporation Redemption Notice); (B) cancellation shall be submitted by the number of Series A Preference Shares to be redeemed; and (C) the Redemption Price, including a calculation of such Redemption Price. If the Corporation elects to redeem a portion, and not all, of the Series A Preference Shares, the Corporation shall redeem such Series A Preference Shares from all Holders pro rata in proportion Paying Agent to the number of Series A Preference Shares held by each such Holder relative to the number of Series A Preference Shares held by all HoldersDistrict.

Redemption Procedure. In order to validly elect to redeem all Redemption of Notes presented for payment on or some of the Series A Preference Shares, the Corporation must mail notice of such redemption (a “Corporation Redemption Notice”) in accordance with Section 12.a), not less than 20 Business Days prior to the Redemption DateSeptember 30 immediately preceding the last day of the Initial Period and of each twelve (12) month period thereafter will be made on the last day (December 1) of such period, beginning December 1, 1998. Notes not redeemed in any such period because they have not been presented on or prior to the September 30 immediately preceding the last day (December 1) of that period or because of the $25,000 or $2,250,000 limitations will be held in order of their receipt for redemption during the following twelve (12) month period(s) until redeemed, unless sooner withdrawn by the holder. Holders of record Notes presented for redemption shall be entitled to and shall receive scheduled monthly payments of interest thereon on scheduled Interest Payment Dates until their Notes are redeemed. Subject to the $25,000 and $2,250,000 limitations, the Company will, at any time upon the death of any holder, redeem Notes within sixty (60) days following receipt by the Trustee of a written request therefor from such holder's personal representative, or surviving joint tenant(s), tenant by the entirety or tenant(s) in common. Notes will be redeemed in order of their receipt by the Trustee, except Notes presented for payment in the event of death of the Series A Preference Shares to holder, which will be redeemed at given priority in order of their respective addresses as reflected in the Corporation’s records; except that failure to give a Corporation Redemption Notice, or any defect therein or in the mailing thereof, will not affect the validity of the proceeding receipt. Notes may be presented for the redemption of any Series A Preference Shares to be redeemed except as by delivering to the Holder to which the Corporation has failed to give such Corporation Redemption Notice or to which notice was defective. Each Corporation Redemption Notice must stateTrustee: (A) a written request for redemption, in form satisfactory to the Redemption Date (which must be no earlier than 20 Business Days after Trustee, signed by the date of such Corporation Redemption Notice and no later than 45 Business Days after the date of such Corporation Redemption Notice); registered holder(s) or his duly authorized representative, (B) the number of Series A Preference Shares Note to be redeemed; , free and clear of any liens or encumbrances of any kind, and (C) in the Redemption Pricecase of a request made by reason of the death of a holder, appropriate evidence of death and, if made by a representative of a deceased holder, appropriate evidence of authority to make such request. No particular forms of request for redemption or authority to request redemption are necessary (other than those required of a representative of a deceased holder). The price to be paid by the Company for all Notes or portions thereof presented to it pursuant to the provisions described in this Article 6 is 100% of the principal amount thereof or portion thereof plus accrued but unpaid interest to the date of payment. Any acquisition of Notes by the Company other than by redemption at the option of any holder pursuant to this Section shall not be included in the computation of either the $25,000 or $2,250,000 limitation for any period. For purposes of this Section 6.2, a Note held in tenancy by the entirety, joint tenancy or tenancy in common will be deemed to be held by a single holder and the death of a tenant by the entirety, joint tenant or tenant in common will be deemed the death of a holder. The death of a person, who, during his lifetime, was entitled to substantially all of the beneficial interests of ownership of a Note will be deemed the death of the holder, regardless of the registered holder, if such beneficial interest can be established to the satisfaction of the Trustee. For purposes of a holder's request for redemption and a request for redemption on behalf of a deceased holder, such beneficial interest shall be deemed to exist in cases of street name or nominee ownership, ownership under the Uniform Gifts to Minors Act, community property or other joint ownership arrangements between a husband and wife (including individual retirement accounts or Keog▇ [▇.R. 10] plans maintained solely by or for the holder or decedent or by or for the holder or decedent and his spouse), and trusts and certain other arrangements where a calculation person has substantially all of the beneficial ownership interests in the Notes during his lifetime. Beneficial interests shall include the power to sell, transfer or otherwise dispose of a Note and the right to receive the proceeds therefrom, as well as interest and principal payable with respect thereto. In the case of Notes registered in the names of banks, trust companies or broker-dealers who are members of a national securities exchange or the National Association of Securities Dealers, Inc. ("Qualified Institutions"), the $25,000 limitation shall apply to each beneficial owner of Notes held by a Qualified Institution and the death of such Redemption Pricebeneficial owner shall entitle a Qualified Institution to seek redemption of such Notes as if the deceased beneficial owner were the record holder. If Such Qualified Institution, in its request for redemption on behalf of such beneficial owners, must submit evidence, satisfactory to the Corporation elects Trustee, that it holds Notes on behalf of such beneficial owner and must certify that the aggregate amount of requests for redemption tendered by such Qualified Institution on behalf of such beneficial owner in the initial period or in any subsequent twelve (12) month period does not exceed $25,000. In the case of any Notes which are presented for redemption in part only, upon such redemption the Company shall execute and the Trustee shall authenticate and deliver to redeem or on the order of the holder of such Notes, without service charge, a portion, and not allnew Note(s), of any authorized denomination or denominations as requested by such holder, in aggregate principal amount equal to the Series A Preference Sharesunredeemed portion of the principal of the Notes so presented. Nothing herein shall prohibit the Company from redeeming, in acceptance of tenders made pursuant hereto, Notes in excess of the principal amount that the Company is obligated to redeem, nor from purchasing any Notes in the open market. However, the Corporation shall redeem such Series A Preference Shares from all Holders pro rata Company may not use any Notes purchased in proportion to the number of Series A Preference Shares held by each such Holder relative to the number of Series A Preference Shares held by all Holdersopen market as a credit against its redemption obligations hereunder.

Redemption Procedure. In order to validly elect to redeem all or some a. The Company shall give notice of the Series A Preference Sharesredemption to the Seller or the Holder of the Notes, the Corporation must mail by mailing notice of such redemption (a “Corporation Redemption Notice”) in accordance with Section 12.a)by first class mail, postage prepaid, at least 10 days and not less more than 20 Business Days 30 days prior to the Redemption Datedate fixed for redemption. In the case of mandatory redemption pursuant to Section 2.3, to the Holders of record date fixed for redemption shall be 15 days following the date of the Series A Preference Shares closing of the IPO. The notice of redemption shall specify (i) the Note Redemption Price, (ii) the date fixed for redemption, (iii) the amount of the Note Redemption Price to be redeemed at their respective addresses as reflected paid in the Corporation’s records; except that failure to give a Corporation Redemption Notice, or any defect therein or in the mailing thereof, will not affect the validity cash and/or common stock of the proceeding for the redemption of any Series A Preference Shares to be redeemed except as to the Holder to which the Corporation has failed to give such Corporation Redemption Notice or to which notice was defective. Each Corporation Redemption Notice must state: Company, (Aiv) the Redemption Date place or places of payment (at least one of which must be no earlier than 20 Business Days after New York City), (v) that payment will be made upon presentation and surrender of the IPO Note or the Remainder Note, as the case may be, and (vi) that, in the case of the Remainder Note, interest, if any, accrued to the date fixed for redemption will be paid as specified in such notice. b. If notice of such Corporation Redemption Notice redemption has been given as provided in Section 2.5 (a) above, the IPO Note or the Remainder Note, as the case may be, shall become due and no later than 45 Business Days after payable on the date of and at the place or places stated in such Corporation Redemption Notice); (B) notice at the number of Series A Preference Shares to be redeemed; and (C) the Note Redemption Price, including a calculation and on and after said date (unless the Company shall default in the payment of such notes at the Note Redemption Price), the Seller or the Holder, as the case may be, of the IPO Note or the Remainder Note, as the case may be, shall have no right in respect of such notes except the right to receive the Note Redemption Price. If the Corporation elects to redeem a portion, On presentation and not all, surrender of the Series A Preference SharesIPO Note or the Remainder Note, as the Corporation case may be, at a place of payment specified in the notice, such notes shall redeem be paid and redeemed by the Company at the Note Redemption Price. c. In the event of a redemption of the Notes pursuant to Section 2.4 and the Seller (or the Holder) of the Notes is required to accept payment in common stock of the Company, such Series A Preference Shares from all Holders pro rata in proportion party as a condition to delivery of certificates representing such shares, executes and delivers to the number of Series A Preference Shares held by each Company (if it has not already done so) a Shareholder Agreement in the form attached hereto as Attachment 4 ("SHAREHOLDER AGREEMENT"). Ownership in such Holder relative to shares shall not vest in the number of Series A Preference Shares held by all HoldersSeller (or the Holder) until such time as the Company receives the executed Shareholder Agreement.

Redemption Procedure. Notes presented for redemption pursuant to Section 7.1(a) or (b) will be redeemed in order of their receipt by the Trustee, except that Notes presented for payment in the event of death of a holder pursuant to Section 7.1(b), will be given priority in order of their receipt, over other Notes. Notes not redeemed in any such period because they have not been presented prior to November 1 of that period or because of the Annual Amount Limitations will be held in order of their receipt for redemption during the following twelve (12) month period(s) until redeemed, unless sooner withdrawn by the holder. Holders of Notes presented for redemption shall be entitled to and shall receive scheduled monthly payments of interest thereon on scheduled Interest Payment Dates until their Notes are redeemed. In order to validly elect the event that a holder or his or her duly authorized representative notifies the Trustee of such person's desire to redeem all or some any portion of the Series A Preference SharesNotes pursuant to Section 7.1 of the Indenture, the Corporation must mail notice Trustee shall furnish such person with the form set forth in Exhibit A hereto (for redemptions pursuant to Section 7.1(a) of such the Indenture) or Exhibit B hereto (for redemptions pursuant to Section 7.1(b) of the Indenture). Notes may be presented for redemption (a “Corporation Redemption Notice”) in accordance with Section 12.a), not less than 20 Business Days prior by delivering to the Redemption Date, to the Holders of record of the Series A Preference Shares to be redeemed Trustee by registered mail at their respective addresses as reflected in the Corporation’s records; except that failure to give a Corporation Redemption Notice, or any defect therein or in the mailing thereof, will not affect the validity of the proceeding for the redemption of any Series A Preference Shares to be redeemed except as to the Holder to which the Corporation has failed to give such Corporation Redemption Notice or to which notice was defective. Each Corporation Redemption Notice must stateits main office: (A) a written request for redemption, in the Redemption Date (which must be no earlier than 20 Business Days after form provided by the date of such Corporation Redemption Notice and no later than 45 Business Days after Trustee upon written request, signed by the date of such Corporation Redemption Notice); registered holder(s) or his or her duly authorized representative, (B) the number of Series A Preference Shares Note to be redeemed; , free and clear of any liens or encumbrances of any kind, and (C) in the Redemption Pricecase of a request made pursuant to Section 7.1(b), including a calculation appropriate evidence of such Redemption Pricedeath and, if made by a representative of a deceased holder, appropriate evidence of authority to make such request. If The price to be paid by the Corporation elects Company for all Notes or portions thereof presented to redeem a portion, and not all, it pursuant to the provisions described in this Section 7.1 is 100% of the Series A Preference Sharesprincipal amount thereof to be redeemed, the Corporation shall redeem plus accrued but unpaid interest on such Series A Preference Shares from all Holders pro rata in proportion principal amount to the number date of Series A Preference Shares payment. Any acquisition of Notes by the Company other than by redemption at the option of any holder pursuant to Section 7.1 shall not be included in the computation of Annual Amount Limitations for any period. For purposes of Section 7.1(a) and (b) and this Section 7.2, (i) a Note held in tenancy by the entirety, joint tenancy or tenancy in common will be deemed to be held by each a single holder, (ii) the death of a tenant by the entirety, joint tenant or tenant in common will be deemed the death of a holder, (iii) a person who is entitled to substantially all of the beneficial interests of ownership of a Note will be deemed to be the holder and (iv) the death of such Holder relative person will be deemed to be the number death of Series A Preference Shares held by all Holders.the holder, regardless of the registered holder. For

Redemption Procedure. In order to validly elect to redeem all or some the case of redemption of Class A Shares under the Series A Preference Sharesprovisions of Subsection 5(1) hereof, the Corporation must shall at least 30 days before the date specified for redemption mail notice to each person who at the date of such redemption (mailing is a “Corporation Redemption Notice”) in accordance with Section 12.a), not less than 20 Business Days prior to the Redemption Date, to the Holders registered holder of record of the Series Class A Preference Shares to be redeemed a notice in writing of the intention of the Corporation to redeem such Class A Shares. Such notice shall be mailed by letter, postage prepaid, addressed to each such shareholder at their respective addresses his address as reflected it appears on the records of the Corporation or in the Corporation’s recordsevent of the address of any such shareholder not so appearing then to the last known address of such shareholder; except provided, however, that accidental failure to give a Corporation Redemption Notice, any such notice to one or any defect therein or in the mailing thereof, will more of such shareholders shall not affect the validity of such redemption. Such notice shall set out the proceeding Preference Redemption Price and the date on which redemption is to take place and, if part only of the shares held by the person to whom it is addressed are to be redeemed, the number thereof so to be redeemed. On or after the date so specified for redemption, the redemption Corporation shall pay or cause to be paid to or to the order of any Series the registered holders of the Class A Preference Shares to be redeemed except as to the Holder to which Preference Redemption Price thereof on presentation and surrender at the registered office of the Corporation has failed or any other place designated in such notice of the certificates representing the Class A Shares called for redemption. Such payment shall be made by cheque payable at par at any branch of the Corporation's bank in Canada. If a part only of the shares represented by any certificate be redeemed, a new certificate for the balance shall be issued at the expense of the Corporation. From and after the date specified for redemption in any such notice the Class A Shares called for redemption shall cease to give be entitled to dividends and the holders thereof shall not be entitled to exercise any of the rights of shareholders in respect thereof unless payment of the Preference Redemption Price shall not be made upon presentation of certificates in accordance with the foregoing provisions, in which case the rights of the shareholders shall remain unaffected. The Corporation shall have the right at any time after the mailing of notice of its intention to redeem any Class A Shares to deposit the Preference Redemption Price of the shares so called for redemption or of such Corporation Redemption Notice or to which notice was defective. Each Corporation Redemption Notice must state: (A) of the Redemption Date (which must be no earlier than 20 Business Days after said shares represented by certificates as have not at the date of such Corporation Redemption Notice deposit been surrendered by the holders thereof in connection with such redemption to a special account in any chartered bank or in any trust company in Canada, named in such notice, to be paid without interest to or to the order of the respective holders of such Class A Shares called for redemption upon presentation and no later than 45 Business Days after surrender to such bank or trust company of the certificates representing the same, and upon such deposit being made or upon the date of specified for redemption in such Corporation Redemption Notice); (B) notice, whichever is later, the number of Series Class A Preference Shares to in respect whereof such deposit shall have been made shall be redeemed; redeemed and (C) the Redemption Price, including a calculation of such Redemption Price. If the Corporation elects to redeem a portion, and not all, rights of the Series A holders thereof after such deposit or such redemption date, as the case may be, shall be limited to receiving without interest their proportionate part of the total Preference Shares, Redemption Price so deposited against presentation and surrender of the Corporation said certificates held by them respectively and any interest allowed on such deposit shall redeem such Series A Preference Shares from all Holders pro rata in proportion belong to the number of Series A Preference Shares held by each such Holder relative to the number of Series A Preference Shares held by all HoldersCorporation.