Common use of DESCRIPTION OF DEBT SECURITIES Clause in Contracts

DESCRIPTION OF DEBT SECURITIES. The debt securities will be our direct general obligations. The debt securities may be secured or unsecured and may be convertible into other securities, including our common shares. The debt securities will be issued under one or more separate indentures between our company and a financial institution that will act as trustee. The material terms of any indenture will be set forth in the applicable prospectus supplement. We have summarized certain terms and provisions of the indentures. The summary is not complete. The indentures are subject to and governed by the Trust Indenture Act of 1939, as amended. Neither indenture will limit the amount of debt securities that we may issue. We may issue debt securities up to an aggregate principal amount as we may authorize from time to time. The applicable prospectus supplement will describe the terms of any debt securities being offered. These terms will include some or all of the following: • ranking of the specific series of debt securities relative to other outstanding indebtedness, including subsidiaries’ debt; • the designation, aggregate principal amount and authorized denominations; • the date or dates on which the principal of the debt securities may be payable; • the rate or rates (which may be fixed or variable) per annum at which the debt securities shall bear interest, if any; • the date or dates from which such interest shall accrue, on which such interest shall be payable, and on which a record shall be taken for the determination of holders of the debt securities to whom interest is payable; • the place or places where the principal and interest shall be payable; • our right, if any, to redeem the debt securities, in whole or in part, at our option and the period or periods within which, the price or prices at which and any terms and conditions upon which such debt securities may be so redeemed, pursuant to any sinking fund or otherwise; • our obligation, if any, of the Company to redeem, purchase or repay any debt securities pursuant to any mandatory redemption, sinking fund or other provisions or at the option of a holder of the debt securities; • if other than denominations of $2,000 and any higher integral multiple of $1,000, the denominations in which the debt securities will be issuable; • if other than the currency of the United States, the currency or currencies, in which payment of the principal and interest shall be payable; • whether the debt securities will be issued in the form of global securities; • provisions, if any, for the defeasance of the debt securities; • any U.S. federal income tax consequences; and • other specific terms, including any deletions from, modifications of or additions to the events of default or covenants described below or in the applicable indenture.

DESCRIPTION OF DEBT SECURITIES. The debt securities will be our direct general obligations. The debt securities Debt Securities may be secured or unsecured and may be convertible into other securities, including our common shares. The debt securities will be issued under in one or more separate indentures series under an indenture (the "Indenture") to be entered into between our company the Company and one or more trustees (the "Trustee") that may be named in a financial institution that will act as trusteeProspectus Supplement for a series of Debt Securities. The material terms of any indenture To the extent applicable, the Indenture will be set forth in the applicable prospectus supplement. We have summarized certain terms and provisions of the indentures. The summary is not complete. The indentures are subject to and governed by the United States Trust Indenture Act of 1939, as amended. Neither indenture A copy of the form of the Indenture to be entered into has been or will limit be filed with the amount of debt SEC as an exhibit to the registration statement and will be filed with the securities that we may issuecommissions or similar authorities in Canada when it is entered into. We The Company may issue debt securities up Debt Securities, separately or together, with Common Shares, Preferred Shares, Subscription Receipts, Warrants or Units or any combination thereof, as the case may be. The description of certain provisions of the Indenture in this section do not purport to an be complete and are subject to, and are qualified in their entirety by reference to, the provisions of the Indenture. The following sets forth certain general terms and provisions of the Debt Securities. The particular terms and provisions of a series of Debt Securities offered pursuant to this Prospectus will be set forth in the applicable Prospectus Supplement, and the extent to which the general terms and provisions described below may apply to such Debt Securities, will be described in the applicable Prospectus Supplement. This description may include, but may not be limited to, any of the following, if applicable: the specific designation of the Debt Securities; any limit on the aggregate principal amount as we may authorize from time to time. The applicable prospectus supplement of the Debt Securities; the date or dates, if any, on which the Debt Securities will describe mature and the terms of any debt securities being offered. These terms will include some or portion (if less than all of the following: • ranking principal amount) of the specific series Debt Securities to be payable upon declaration of debt securities relative to other outstanding indebtedness, including subsidiaries’ debtacceleration of maturity; • the designation, aggregate principal amount and authorized denominations; • the date or dates on which the principal of the debt securities may be payable; • the rate or rates (which may be whether fixed or variable) per annum at which the debt securities shall Debt Securities will bear interest, if any; • , the date or dates from which any such interest shall accrue, on which such interest shall be payable, will accrue and on which a any such interest will be payable and the record shall dates for any interest payable on the Debt Securities; the terms and conditions under which the Company may be taken for obligated to redeem, repay or purchase the determination of holders of Debt Securities pursuant to any sinking fund or analogous provisions or otherwise; the debt securities to whom interest is payable; • terms and conditions upon which the place or places where the principal and interest shall be payable; • our right, if any, to Company may redeem the debt securitiesDebt Securities, in whole or in part, at our option and its option; the period or periods within which, covenants applicable to the price or prices at which and any Debt Securities; the terms and conditions upon which such debt securities may be so redeemed, pursuant to for any sinking fund conversion or otherwiseexchange of the Debt Securities for any other securities; • our obligationthe extent and manner, if any, to which payment on or in respect of the Debt Securities of the series will be senior or will be subordinated to the prior payment of other liabilities and obligations of the Company; whether the Debt Securities will be secured or unsecured; whether the Debt Securities will be issuable in the form of global securities ("Global Securities"), and, if so, the identity of the depositary for such Global Securities; the denominations in which Debt Securities will be issuable, if other than denominations of US$1,000 or integral multiples of US$1,000; each office or agency where payments on the Debt Securities will be made and each office or agency where the Debt Securities may be presented for registration of transfer or exchange; if other than United States dollars, the currency in which the Debt Securities are denominated or the currency in which we will make payments on the Debt Securities; material Canadian federal income tax consequences and United States federal income tax consequences of owning the Debt Securities; any index, formula or other method used to determine the amount of payments of principal of (and premium, if any) or interest, if any, on the Debt Securities; and any other terms, conditions, rights or preferences of the Debt Securities which apply solely to the Debt Securities. If the Company denominates the purchase price of any of the Debt Securities in a currency or currencies other than United States dollars or a non-United States dollar unit or units, or if the principal of and any premium and interest on any Debt Securities is payable in a currency or currencies other than United States dollars or a non-United States dollar unit or units, the Company will provide investors with information on the restrictions, elections, general tax considerations, specific terms and other information with respect to that issue of Debt Securities and such non-United States dollar currency or currencies or non-United States dollar unit or units in the applicable Prospectus Supplement. Each series of Debt Securities may be issued at various times with different maturity dates, may bear interest at different rates and may otherwise vary. The terms on which a series of Debt Securities may be convertible into or exchangeable for Common Shares or other securities of the Company will be described in the applicable Prospectus Supplement. These terms may include provisions as to redeemwhether conversion or exchange is mandatory, purchase or repay any debt securities pursuant to any mandatory redemption, sinking fund or other provisions at the option of the holder or at the option of a holder the Company, and may include provisions pursuant to which the number of Common Shares or other securities to be received by the holders of such series of Debt Securities would be subject to adjustment. To the extent any Debt Securities are convertible into Common Shares or other securities of the debt securities; • if other than denominations Company, prior to such conversion the holders of $2,000 and such Debt Securities will not have any higher integral multiple of $1,000, the denominations in rights of holders of the securities into which the Debt Securities are convertible, including the right to receive payments of dividends or the right to vote such underlying securities. This Prospectus does not qualify for issuance Debt Securities, or Securities convertible into or exchangeable for Debt Securities, in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to one or more underlying interests including, for example, an equity or debt securities will be issuable; • if security, a statistical measure of economic or financial performance including, but not limited to, any currency, consumer price or mortgage index, or the price or value of one or more commodities, indices or other than the currency items, or any other item or formula, or any combination or basket of the United Statesforegoing items. For greater certainty, the currency this Prospectus may qualify for issuance Debt Securities, or currenciesSecurities convertible into or exchangeable for Debt Securities, in respect of which the payment of the principal and and/or interest shall may be payable; • whether the debt securities will be issued determined, in the form of global securities; • provisions, if any, for the defeasance of the debt securities; • any U.S. federal income tax consequences; and • other specific terms, including any deletions from, modifications of or additions to the events of default or covenants described below whole or in part, by reference to published rates of a central banking authority or one or more financial institutions, such as a prime rate or bankers' acceptance rate, or to recognized market benchmark interest rates such as CDOR (the applicable indentureCanadian Dollar Offered Rate) or a United States federal funds rate.

DESCRIPTION OF DEBT SECURITIES. The following description, together with the additional information we include in any applicable prospectus supplement, summarizes the material terms and provisions of any debt securities that we may offer under this prospectus. While the terms we have summarized below will be our direct general obligations. The apply generally to any future debt securities may be secured or unsecured and may be convertible into other securitieswe offer, including our common shares. The debt securities we will be issued under one or more separate indentures between our company and a financial institution that will act as trustee. The material describe the particular terms of any indenture will be set forth debt securities that we may offer in more detail in the applicable prospectus supplement. We have summarized certain The terms of any debt securities we may offer under a prospectus supplement may differ from the terms described below. For any debt securities that we offer, an indenture (and any relevant supplemental indenture), if required, will contain additional important terms and provisions provisions, the form of which we filed as an exhibit to the indenturesRegistration Statement of which this prospectus is a part and is incorporated therein by reference. The summary is not completeWe will file any definitive indenture as an exhibit to reports that we file with the SEC and incorporate by reference in this prospectus and the applicable prospectus supplement. The indentures are subject to and governed by Any indenture would be qualified under the Trust Indenture Act of 1939, as amended. Neither With respect to any debt securities that we issue, we will describe in each prospectus supplement the following terms relating to a series of debt securities: • the title; • the principal amount being offered, and if a series, the total amount authorized and the total amount outstanding; • any limit on the amount that may be issued; • whether or not we will issue the series of debt securities in global form, and if so, the terms and who the depository will be; • the maturity date; • the principal amount due at maturity; • whether and under what circumstances, if any, we will pay additional amounts on any debt securities held by a person who is not a United States person for tax purposes, and whether we can redeem the debt securities if we have to pay such additional amounts; • the annual interest rate, which may be fixed or variable, or the method for determining the rate and the date interest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining such dates; • whether or not the debt securities will be convertible into shares of our common stock or our preferred stock and, if so, the terms of such conversion; • whether or not the debt securities will be secured or unsecured by some or all of our assets, and the terms of any secured debt; • the terms of the subordination of any series of subordinated debt; • the place where payments will be payable; • restrictions on transfer, sale or other assignment, if any; • our right, if any, to defer payment or interest and the maximum length of any such deferral period; • the date, if any, after which and the conditions upon which, and the price at which, we may, at our option, redeem the series of debt securities pursuant to any optional or provisional redemption provisions and the terms of those redemption provisions; • the date, if any, on which, and the price at which we are obligated, pursuant to any mandatory sinking fund or analogous fund provisions or otherwise, to redeem, or at the holder’s option to purchase, the series of debt securities and the currency or currency unit in which the debt securities are payable; • whether the indenture will restrict our ability to pay dividends, or will require us to maintain any asset ratios or reserves; • whether we will be restricted from incurring any additional indebtedness, issuing additional securities, or entering into a merger, consolidation or sale of our business; • a discussion of any material or special U.S. federal income tax considerations applicable to the debt securities; • information describing any book-entry features; • any provisions for payment of additional amounts for taxes; • whether the debt securities are to be offered at a price such that they will be deemed to be offered at an “original issue discount” as defined in paragraph (a) of Section 1273 of the Internal Revenue Code of 1986, as amended; • the denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any integral multiple thereof; • events of default; • whether we and/or the indenture trustee may change an indenture without the consent of any holders; • the form of debt security and how it may be exchanged and transferred; • description of the indenture trustee and paying agent, and the method of payments; and • any other specified terms, preferences, rights or limitations of, or restrictions on, the debt securities and any terms that may be required by us or advisable under applicable laws or regulations. We summarize below the material terms of the form of indenture, if required, or indicate which material terms will be described in the applicable prospectus supplement. The indenture: • does not limit the amount of debt securities that we may issue. We may ; • allows us to issue debt securities up in one or more series; • does not require us to an aggregate principal amount as we may authorize from time to time. The applicable prospectus supplement will describe the terms of any debt securities being offered. These terms will include some or issue all of the following: debt securities of a series at the same time; • ranking allows us to reopen a series to issue additional debt securities without the consent of the specific series holders of the debt securities relative to other outstanding indebtedness, including subsidiaries’ debtof such series; and • the designation, aggregate principal amount and authorized denominations; • the date or dates on which the principal of provides that the debt securities may be payable; • the rate secured or rates (which unsecured, as may be fixed or variable) per annum at which the debt securities shall bear interest, if any; • the date or dates from which such interest shall accrue, on which such interest shall be payable, and on which a record shall be taken for the determination of holders of the debt securities to whom interest is payable; • the place or places where the principal and interest shall be payable; • our right, if any, to redeem the debt securities, in whole or in part, at our option and the period or periods within which, the price or prices at which and any terms and conditions upon which such debt securities may be so redeemed, pursuant to any sinking fund or otherwise; • our obligation, if any, of the Company to redeem, purchase or repay any debt securities pursuant to any mandatory redemption, sinking fund or other provisions or at the option of a holder of the debt securities; • if other than denominations of $2,000 and any higher integral multiple of $1,000, the denominations in which the debt securities will be issuable; • if other than the currency of the United States, the currency or currencies, in which payment of the principal and interest shall be payable; • whether the debt securities will be issued in the form of global securities; • provisions, if any, for the defeasance of the debt securities; • any U.S. federal income tax consequences; and • other specific terms, including any deletions from, modifications of or additions to the events of default or covenants described below or set forth in the applicable indentureprospectus supplement.