VIDEOTRON LTD., as Issuer - and - COMPUTERSHARE TRUST COMPANY OF CANADA, as Trustee TRUST INDENTURE providing for the issue of senior notes from time to time Dated as of June 21, 2024

(1)

that is formed solely for the purpose of, and that engages in no activities other than activities in connection with, financing accounts receivable;

(2)

that is designated as an Accounts Receivable Entity;

(3)

no portion of the Indebtedness or any other obligation (contingent or otherwise) of which (a) is at any time guaranteed by the Issuer or any of its Restricted Subsidiaries (excluding guarantees of obligations (other than any guarantee of Indebtedness)

(4)

with which neither the Issuer nor any Restricted Subsidiary has any material contract, agreement, arrangement or understanding other than contracts, agreements, arrangements and understandings entered into in the ordinary course of business on terms no less favorable to the Issuer or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Issuer in connection with a Qualified Receivables Transaction and fees payable in the ordinary course of business in connection with servicing accounts receivable in connection with such a Qualified Receivables Transaction; and

(5)

with respect to which neither the Issuer nor any of its Restricted Subsidiaries has any obligation to maintain or preserve the solvency or any balance sheet term, financial condition, level of income or results of operations thereof.

(1)

to the Issuer or a Restricted Subsidiary by an Affiliate of the Issuer in circumstances where, immediately prior to or after, as the case may be, the issuance of such preferred shares, an Affiliate of such entity has loaned on an unsecured basis to such entity, or

(2)

by the Issuer or a Restricted Subsidiary to one of its Affiliates in circumstances where, immediately prior to or after, as the case may be, the issuance of such preferred shares, such entity has loaned an amount equal to the proceeds of such issuance to an Affiliate on an unsecured basis; or

(3)

by the Issuer or a Restricted Subsidiary to one of its Affiliates in circumstances where, immediately prior to or after, as the case may be, the issuance of such preferred shares, such entity has used the proceeds of such issuance to subscribe for preferred shares issued by an Affiliate.

(1)

with respect to a corporation, the board of directors of the corporation;

(2)

with respect to a partnership, the board of directors or other governing body of the general partner(s) of the partnership; and

(3)

with respect to any other Person, the board or committee of such Person serving a similar function.

(1)

in the case of a corporation, corporate stock;

(2)

in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3)

in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4)

any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

(1)

the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Issuer and its Subsidiaries, taken as a whole, to any Person other than a Permitted Holder or a Related Party of a Permitted Holder;

(2)

the adoption of a plan relating to the liquidation or dissolution of the Issuer;

(3)

the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any Person, other than a Permitted Holder or a Related Party of a Permitted Holder, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Issuer, measured by voting power rather than number of shares; or

(4)

during any consecutive two-year period, the first day on which individuals who constituted the Board of Directors of the Issuer as of the beginning of such two-year period (together with any new directors who were nominated for election or elected to such Board of Directors with the approval of a majority of the individuals who were members of such Board of Directors, or whose nomination or election was previously so approved at the beginning of such two-year period) cease to constitute a majority of the Board of Directors of the Issuer.

(1)

representing principal of and premium, if any, in respect of borrowed money;

(2)

representing principal of and premium, if any, evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(3)

in respect of bankers’ acceptances;

(4)

representing Capital Lease Obligations of such Person and all Attributable Debt in respect of Sale and Leaseback Transactions entered into by such Person;

(5)

representing the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable;

(6)

representing the amount of all obligations of such Person with respect to the repayment of any Disqualified Stock or, with respect to any Subsidiary of such Person, any Preferred Shares (in each case, valued at the greater of its voluntary or involuntary maximum fixed repurchase price plus accrued dividends); or

(7)

representing any Hedging Obligations,

(1)

the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount, and

(2)

the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness;

(1)

as to which neither the Issuer nor any Restricted Subsidiary (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness) or (b) is directly or indirectly liable as a guarantor or otherwise, except in each case for Customary Recourse Exceptions and Non-Recourse Equity Pledge Debt; and

(2)

no default with respect to which would permit, upon notice, lapse of time or both, any holder of any other Indebtedness (other than the Notes) of the Issuer or any Restricted Subsidiary to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its Stated Maturity.

(1)

Quebecor Inc.;

(2)

Quebecor Media Inc.;

(3)

any issue of the late ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇;

(4)

any trust having as its sole beneficiaries one or more of the persons or entities listed in clause (3) above, in this clause (4) or in clause (5) below;

(5)

any corporation, partnership or other entity controlled by one or more of the persons or entities referred to in clause (3) or (4) above or in this clause (5); and

(6)

CDP Capital d’Amérique Investissements Inc.

(1)

Liens in favor of the Issuer or a Restricted Subsidiary;

(2)

Liens on any property of any Person existing at the time such Person becomes a Restricted Subsidiary, or at the time such Person amalgamates or merges with the Issuer or a Restricted Subsidiary, which Liens are not created in contemplation of such Person becoming a Restricted Subsidiary or effecting such amalgamation or merger;

(3)

Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;

(4)

Liens on any property, including any improvements from time to time on such property, existing at the time such property is acquired by the Issuer or a Restricted Subsidiary, including any acquisition by means of amalgamation, consolidation or merger, or Liens to secure the payment of all or any part of the purchase price of such property upon the acquisition of such property by the Issuer or a Restricted Subsidiary or to secure any Indebtedness incurred prior to, at the time of, or within 270 days after, the later of the date of acquisition of such property and the date such property is placed in service, for the purpose of financing all or any part of the purchase price thereof, or Liens to secure any Indebtedness incurred for the purpose of financing the cost to the Issuer or a Restricted Subsidiary of improvements to such acquired property or to secure any Indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Liens;

(5)

any interest or title of a lessor in the property subject to any Capital Lease or operating lease;

(6)

Liens (including extensions and renewals of such Liens) existing on the Series Issuance Date for such Series and any other Liens identified in the Supplemental Indenture relating to a Series of Notes issued;

(7)

Liens incurred or deposits made to secure the performance of tenders, bids, leases, statutory or regulatory obligations, bankers’ acceptance, surety and appeal bonds, government contracts, performance and return-of-money bonds and other obligations of a similar nature incurred in the ordinary course of business, exclusive of Obligations for the payment of borrowed money;

(8)

Liens securing reimbursement obligations with respect to letters of credit that encumber documents and other property relating to such letters of credit and the products and proceeds thereof;

(9)

Liens encumbering customary initial deposits and margin deposits, and other Liens that are within the general parameters customary in the industry and incurred in the ordinary course of business, in each case, securing Indebtedness under Hedging Obligations and forward contracts, options, future contracts, future options or similar agreements or arrangements, including mark-to-market transactions designed solely to protect the Issuer or any of its Subsidiaries from fluctuations in interest rates, currencies or the price of commodities;

(10)

Liens arising from sales or other transfers of accounts receivable which are past due or otherwise doubtful of collection in the ordinary course of business;

(11)

Liens on accounts receivable and related assets incurred in connection with a Qualified Receivables Transaction;

(12)

any Lien on the funds or securities deposited with the Trustee in connection with any defeasance under this Indenture;

(13)

any Lien payment with respect to the Notes which has been provided for by the deposit with the Trustee of any amount in cash sufficient to pay same in principal and interest until the date of maturity;

(14)

customary bankers’ liens and rights of set-off or compensation or combination of accounts in favour of a financial institution with respect to deposits maintained by it;

(15)

Liens granted by the Issuer or any Restricted Subsidiary to a landlord to secure the payment of arrears of rent in respect of leased properties leased from such landlord, provided that such Lien is limited to the assets located at or about such leased properties;

(16)

Liens on property of the Issuer or a Restricted Subsidiary securing Indebtedness or other obligations issued by Canada or the United States of America or any province, state or any department, agency or instrumentality or political subdivision of Canada or the United States of America or any state, or by any other country or any political subdivision of any other country, for the purpose of financing all or any part of the purchase price of, or, in the case of real property, the cost of construction on or improvement of, any property or assets subject to the Liens

(17)

any extensions, substitutions, replacements or renewals of the foregoing clauses (2) through (16); and

(18)

any other Liens not otherwise qualifying as a Permitted Lien under the preceding clauses of this definition provided that, at the applicable time, the sum of (without duplication) the aggregate principal amount of the Indebtedness secured by all such other Liens under this clause (18) does not exceed 15% of the Issuer’s then-applicable Consolidated Net Tangible Assets.

(1)

in the event the Notes have an Investment Grade Rating from only one Rating Agency on the Ratings Date, the occurrence of a decrease in the rating of the Notes to below an Investment Grade Rating by such Rating Agency or withdrawal of the rating of the Notes by such Rating Agency;

(2)

in the event the Notes have an Investment Grade Rating from two or more of the four Rating Agencies on the Ratings Date, during the Ratings Decline Period, the Notes shall have an Investment Grade Rating from fewer than two of the four Rating Agencies;

(3)

in the event the Notes are rated below an Investment Grade Rating by at least two of the four Rating Agencies on the Ratings Date, and no Rating Agency has assigned an Investment Grade Rating to the Notes, the rating of the Notes by at least two of the four Rating Agencies shall be downgraded by one or more gradations (including gradations within rating categories as well as between rating categories); or

(4)

in the event the Notes are rated below an Investment Grade Rating by one Rating Agency on the Ratings Date, and no Rating Agency has assigned an Investment Grade Rating to the Notes, the occurrence of a decrease of one or more gradations of the rating of the Notes or withdrawal of the rating of the Notes by such Rating Agency;

(1)

any controlling shareholder, 80% (or more) owned Subsidiary, or immediate family member (in the case of an individual) of any Permitted Holder, or

(2)

any trust, corporation, partnership or other entity, the beneficiaries, shareholders, partners, owners or Persons beneficially holding 80% or more controlling interest of which consists of any one or more Permitted Holder and/or such other Persons referred to in the immediately preceding clause (1).

(1)

any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2)

any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or one or more Subsidiaries of such Person (or any combination thereof).

(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;

(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 and each Guarantor has agreed, and each holder by holding such Note will be deemed to have agreed, to the fullest extent that the Issuer, each Guarantor 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 and the Guarantors’ 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

(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.

(a)

equally in right of payment (pari passu) with each other and with the Notes of every other Series (regardless of their Series or actual dates or terms of issue) and, subject to statutory preferred exceptions, with all of the Issuer’s and the Guarantor’s existing and future unsecured unsubordinated Indebtedness and other obligations, except as to sinking fund provisions (if any) applicable to different Series of Notes and other similar types of obligations of the Issuer;

(b)

senior in right of payment to all of the Issuer’s existing and future Subordinated Indebtedness, if any;

(c)

effectively subordinated to all of the Issuer’s existing and future Secured Indebtedness, to the extent of the value of the assets securing such Indebtedness; and

(d)

structurally subordinated to all of the existing and future Indebtedness and other obligations, including trade payables, of the Subsidiaries that do not guarantee the Notes, to the extent of the value of such Subsidiaries’ assets.

(a)

Except as otherwise provided in a Supplemental Indenture or Terms Schedule 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 Supplemental Indenture or Terms Schedule 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);

(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 $2,000 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

(d)

The Issuer, at its option, may at any time and from time to time require that any Global Note be issued as a certificated or uncertificated Note with such uncertificated form to be evidenced by a book-based position on the register of Notes maintained by the Registrar in accordance with the Indenture. The Trustee shall issue uncertificated Notes or cause certificated Global Notes to be exchanged for uncertificated Notes where requested by a holder in writing; provided that, a holder may at any time and from time to time request and be entitled to receive certificated Global Notes for some or all of its uncertificated Notes. 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 Note has been duly issued hereunder and that the holder of such uncertificated Global Note is entitled to the benefits of this Indenture. Registration, re-registration and transfers of Notes shall be permitted to be made and recorded through the book-based registration system, and 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 register of Notes shall indicate whether the holder holds its Notes in certificated and/or uncertificated form. If a holder holds any of its Notes in uncertificated form, then, upon issuance, re-registration, transfer or request of a holder, the Trustee shall, at the expense of such holder, provide to that holder a DRS Statement, or other statement, indicating the holder’s registered holdings of its Notes in uncertificated form. A holder wishing to re-register or transfer uncertificated Notes may do so by providing duly completed and executed assignment forms and any such other documents as the Trustee and/or the Issuer may reasonably require. A transferee shall be permitted to receive the transferred Notes in certificated and/or uncertificated form as it or the transferor directs. 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.

(a)

Except as otherwise provided in a Supplemental Indenture or Terms Schedule 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, as applicable, 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;

(vi)

the Record Date for each applicable Interest Payment Date will be the tenth Business Day prior to the applicable Interest Payment Date, except as otherwise provided in a Supplemental Indenture or Terms Schedule applicable to a Series of Notes; and

(vii)

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.

(d)

Except as otherwise provided herein or in a Supplemental Indenture or Terms Schedule 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)

Except with respect to Global Notes and as otherwise provided herein or in a Supplemental Indenture or Terms Schedule applicable to a Series of Notes, the Issuer shall pay the interest (less any tax required by law to be deducted or withheld) due

(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.

(a)

The Issuer will cause to be kept (either physically or electronically) 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

(b)

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, 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.

(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.

(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

(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)

for a period of 10 days before a selection of Notes to be redeemed following the issuance of a notice of redemption pursuant to Section 5.3;

(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; or

(iii)

during the period between a record date and the corresponding Interest Payment Date.

(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 Supplemental Indenture or Terms Schedule 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:

(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.

(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.

(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 required from 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 substitutional Note that has been issued pursuant to Section 2.11; or

(iv)

for any exchange of any Note resulting from a partial redemption pursuant to Section 5.2.

(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 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.

(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.

(a)

Notice of intention to redeem in respect of any Series 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, the notice of redemption shall specify:

(i)

in the case of a notice transmitted 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 accordance with the Applicable Procedures of the Depository;

(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.

(a)

Except as otherwise provided in the Supplemental Indenture or Terms Schedule 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 5.7, 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 accordance with the Applicable Procedures of the Depository (in respect of Global Notes) and 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 in accordance with the terms and condition of the offer. 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 the Trustee shall certify and deliver such new Note or Notes upon receipt of the Note so surrendered.

(a)

true and complete copies of the constating documents and by-laws (if applicable), resolutions, certificates of incumbency and certificate of good standing or its equivalent (to the extent that such a certificate of good standing exists in the relevant jurisdiction) from the jurisdiction of incorporation or organization of such Initial Guarantor, to the extent that such certificate of good standing exists in the relevant jurisdiction; and

(b)

an Opinion of Counsel, in a form acceptable to the Trustee, acting reasonably, regarding customary corporate matters and the enforceability of such guarantee.

(a)

true and complete copies of the constating documents and by-laws (if applicable), resolutions, certificates of incumbency and certificate of good standing or its equivalent from the jurisdiction of incorporation or organization of such additional Guarantor, to the extent that such certificate of good standing exists in the relevant jurisdiction; and

(b)

an Opinion of Counsel, in a form acceptable to the Trustee, acting reasonably, strictly regarding customary corporate matters and the enforceability of such guarantee.

(a)

A Guarantor shall be released from its obligations under its Guarantee and its obligations under this Indenture after the occurrence of any of the following:

(i)

in the event of a sale or other disposition to a Third Party of all or substantially all of the assets of such Guarantor, by way of merger, amalgamation, consolidation or otherwise, or a sale or other disposition to a Third Party of all of the Equity Interests of such Guarantor then held by the Issuer and its

(ii)

if that Guarantor shall have no outstanding guarantee with respect to Credit Facilities (including the Credit Agreement) and Capital Markets Indebtedness of the Issuer which created the obligation to guarantee the Notes; or

(iii)

legal defeasance or satisfaction and discharge of this Indenture as provided below under Article 9.

(b)

In each such case under Section 6.4(a), the designated Guarantor shall, upon delivery by the Issuer to the Trustee of an Officers’ Certificate to the effect that the conditions of the relevant clause shall have been satisfied, be automatically and unconditionally released and relieved of any obligations under its Guarantee and this Indenture. The Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee.

(a)

Each Guarantor, the Trustee, and, by its acceptance of Notes, each holder, hereby confirms that it is the intention of all such parties that the Guarantee of each Guarantor organized under the laws of the United States (or any state thereof) or Canada (or any province thereof) not constitute a fraudulent transfer or conveyance for purposes of any applicable Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor organized under the laws of the United States (or any state thereof) or Canada (or any province thereof) will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 6, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent transfer or conveyance.

(b)

Each Guarantor, the Trustee, and, by its acceptance of Notes, each holder, hereby confirm that the obligations of each Guarantor organized outside Canada and the United States, if applicable from time to time, will be limited as necessary or appropriate to (a) comply with applicable law, (b) avoid any general legal limitations such as general statutory limitations, financial assistance, corporate benefit, “thin capitalization” rules, retention of title claims or similar matters or (c) avoid a conflict with the fiduciary duties of such company’s directors, contravention of any legal prohibition or regulatory condition, or the material risk of personal or criminal liability for any officers or directors.

(a)

Additional Amounts: Notwithstanding any other provision of this Indenture, if any Guarantor is required by applicable Law in any jurisdiction to deduct or withhold or pay any Indemnified Taxes (including any Other Taxes) in respect of any payment by or on account of any obligation of a Guarantor hereunder to any Recipient, then (i) the sum payable shall be increased by that Guarantor when payable as necessary so that

(b)

Payment of Other Taxes by the Guarantor: Without limiting the provisions of paragraph 6.6(a) above, the Guarantor shall timely pay any applicable Other Taxes to the relevant Governmental Authority in accordance with applicable Law.

(c)

Indemnification by the Guarantor: The Guarantor shall indemnify the Recipient, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by any Recipient and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Guarantor by the Recipient, shall be conclusive absent manifest error.

(d)

Evidence of Payments: As soon as practicable after any payment of Indemnified Taxes or Other Taxes by a Guarantor to a Governmental Authority, the Guarantor shall deliver to the Trustee the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Trustee.

(e)

Status of Recipients: Any Recipient that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Guarantor is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder shall, at the written request of the Guarantor, deliver to the Guarantor (with a copy to the Trustee), at the time or times prescribed by applicable Law or reasonably requested by the Guarantor or the Trustee, such properly completed and executed documentation prescribed by applicable Law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if requested by the Guarantor or the Trustee, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Guarantor or the Trustee as will enable the Guarantor or the Trustee to determine whether or not such Recipient is subject to withholding or information reporting requirements.

(f)

Treatment of Certain Refunds: If the Recipient determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Guarantor or with respect to which a Guarantor has paid additional amounts pursuant to this Section, it shall pay to the Guarantor an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Guarantor under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Recipient, as the case may be, and without interest (other than any net after-Tax interest paid by the relevant Governmental Authority with respect to such refund). The Guarantor, upon the request of the Trustee or such Recipient, agrees to repay the amount paid over to

(a)

Payment of Principal, Premium and Interest: The Issuer shall duly and punctually pay the principal of, Premium, if any, and interest on the Notes on the dates and in the manner provided in the respective Notes of each Series and this Indenture. Principal, Premium, if any, and interest on the Notes shall be considered paid on the date due if by 11:00 a.m. (Montreal time) on such date the Trustee holds in accordance with this Indenture money sufficient to pay all principal, Premium, if any, and interest then due.

(b)

Corporate Existence: Subject to Article 10, the Issuer will preserve and maintain its existence and shall also maintain its qualifications in each jurisdiction to carry on its business except to the extent that failure to maintain such qualifications would not be reasonably expected to have a Material Adverse Effect with respect to a Series.

(c)

Reports and Financial Statements: The Issuer will furnish to the Trustee copies of consolidated financial statements, whether annual or quarterly, of the Issuer and any report of the auditors thereon, in each case together with a “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” at the same time as such financial statements are filed with the SEC or other applicable securities regulatory authorities (provided that the filing of the Issuer’s financial statements, whether annual or quarterly, and any report of the auditors thereon, and the related “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ or, if applicable, on the SEDAR+ website at ▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇, in accordance with applicable securities laws shall satisfy the Issuer’s obligation to furnish the Trustee with copies of same). If the Issuer is no longer required under any of the indentures governing any outstanding series of the Issuer’s debt securities, applicable law or otherwise to file or furnish such reports with the SEC and no longer does so, and if the Issuer is not a “reporting issuer” (or its equivalent) required to file information with one or more securities regulators in Canada, then the Issuer shall instead furnish to the Trustee and the Noteholders, within the same timeframe as applicable to Canadian reporting issuers, (i) annual audited financial statements, and (ii) with respect to the first three fiscal quarters of each fiscal year, unaudited interim financial statements, in each case together with a “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which shall be deemed to be furnished to the Trustee and the Noteholders if the Issuer posts such information on its public website;

(d)

Notice of Defaults: The Issuer shall provide prompt notice to the Trustee of any Default or Event of Default upon any of the Officers becoming aware of the facts giving rise to such Default or Event of Default;

(e)

Compliance Certificate: The Issuer shall furnish to the Trustee within 120 days after the end of each Fiscal Year of the Issuer, a duly executed and completed Compliance Certificate;

(f)

Limitation on Liens:

(i)

The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist or become effective any Lien of any kind on any of its present or future Principal Property, or any Property, which, together with any other property subject to Liens in the same transaction or a series of related transactions, would in the aggregate constitute a Principal Property, to secure Indebtedness of the Issuer or a Restricted Subsidiary, except Permitted Liens, unless the Issuer or such Restricted Subsidiary has made or will make effective provision to secure the Notes and any applicable Guarantees equally and ratably with the obligations of the Issuer or such Restricted Subsidiary secured by such Lien for so long as such obligations are secured by such Lien.

(ii)

With respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the incurrence of such Indebtedness, such Lien shall also be permitted to secure any Increased Amount of such Indebtedness.

(iii)

For purposes of determining compliance with this covenant, in the event that any Lien is permitted under more than one of the provisions described in clauses (1) through (18) of the definition of “Permitted Liens,” 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 clauses (1) through (18) of the definition of “Permitted Liens” (provided that at the time of reclassification the applicable Lien is permitted under such provision or provisions).

(g)

Limitation on Restricted Subsidiary Indebtedness: The Issuer will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Indebtedness, unless:

(i)

the obligations of the Issuer under the Notes are secured equally and ratably with (or prior to) such Indebtedness; or

(ii)

the obligations of the Issuer under the Notes are guaranteed (which guarantee may be on an unsecured basis) by such Restricted Subsidiary such that the claim of the holders of the Notes of such series under such guarantee ranks prior to or pari passu with such Indebtedness; or

(iii)

after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom, the sum of (without duplication) (x) the then outstanding aggregate principal amount of Indebtedness of all Restricted Subsidiaries (other than Exempted Secured Indebtedness and, for the avoidance of doubt, any Indebtedness permitted by clauses 7.1(g)(i) and 7.1(g)(ii) above), (y) the then outstanding aggregate principal amount of Secured Indebtedness of the Issuer (on an unconsolidated basis) and (z) Attributable Debt pursuant to then outstanding Sale and Leaseback Transactions entered into by the Issuer or a Restricted Subsidiary on or after

(h)

Limitation on Sale and Leaseback Transactions: The Issuer will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction, unless either:

(i)

immediately thereafter, the sum of (x) the Attributable Debt to be outstanding pursuant to such Sale and Leaseback Transaction and all other Sale and Leaseback Transactions entered into by the Issuer or a Restricted Subsidiary on or after the Series Issuance Date (or, in the case of a Restricted Subsidiary, the date on which it became a Restricted Subsidiary, if on or after the Series Issuance Date) and (y) the aggregate amount of all Secured Indebtedness of the Issuer and the Restricted Subsidiaries, excluding, in the case of clauses (x) and (y), Indebtedness that is secured equally and ratably with the Notes of the applicable series and Indebtedness that is secured by a Permitted Lien (except for clause (18) of the definition of “Permitted Liens”), would not exceed 15% of the Issuer’s Consolidated Net Tangible Assets; or

(ii)

an amount, equal to the greater of the net proceeds to the Issuer or a Restricted Subsidiary from such sale and the Attributable Debt to be outstanding pursuant to such Sale and Leaseback Transaction, is used within 270 days to repay Indebtedness of the Issuer or a Restricted Subsidiary.

(a)

Repayment of Notes: The failure of the Issuer to pay the principal amount of any Note of such Series, or any Premium, when due for payment under such Note, whether at Stated Maturity, upon redemption, upon purchase, upon acceleration or otherwise, and the continuance of any such failure for three (3) Business Days;

(b)

Payment of Interest: The failure of the Issuer to pay any interest when due under a Note of such Series hereunder, and the continuance of such failure to pay for 30 days;

(c)

Voluntary Insolvency: If the Issuer or any Restricted Subsidiary shall:

(i)

apply for or consent to the appointment of a receiver, monitor, trustee or liquidator of itself or of all or a substantial part of its Properties, interests or assets;

(ii)

make a general assignment for the benefit of creditors;

(iii)

commence any case, proceeding or other action under any existing or future law relating to bankruptcy, insolvency, reorganization or relief of debtors seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding up, liquidation, dissolution, composition or other relief with respect to it or its debts or an arrangement with creditors or taking advantage of any insolvency law or proceeding for the relief of debtors, or file an answer admitting the material allegations of a petition filed against it in any bankruptcy, reorganization or insolvency proceeding; or

(iv)

take action for the purpose of effecting any of the foregoing;

(d)

Involuntary Insolvency: If any case, proceeding or other action shall be instituted in any court of competent jurisdiction, against the Issuer or any Restricted Subsidiary, seeking in respect of the Issuer or such Restricted Subsidiary an adjudication in bankruptcy, reorganization, dissolution, winding up, liquidation, a composition or arrangement with creditors, a readjustment of debts, the appointment of a trustee, receiver, liquidator or the like of the Issuer or such Restricted Subsidiary or of all or any substantial part of its assets, or any other like relief in respect of the Issuer or such Guarantor under any bankruptcy or insolvency law and:

(i)

such case, proceeding or other action results in an entry of an order for relief or any such adjudication or appointment unless such order, adjudication or appointment is stayed or otherwise effectively reversed within 30 days thereof, and in the interim the Issuer or such Restricted Subsidiary is diligently pursuing a reversal; or

(ii)

if such case, proceeding or other action is being diligently contested by the Issuer or such Restricted Subsidiary in good faith and by appropriate proceedings, the same shall continue un-dismissed, or un-stayed and in effect, for any period of 60 consecutive days;

(e)

Breach of Certain Covenants: If the Issuer is in default in observing or performing any covenant or condition contained in Section 8.12 in respect of such Series of Notes or Section 10.1;

(f)

Breach of Other Covenants: If the Issuer or any Restricted Subsidiary is in default in observing or performing any other covenant or condition contained herein (other than those heretofore dealt with in Subsection 8.1(a), 8.1(b), 8.12 or 10.1) 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 aggregate principal amount of the Notes then outstanding.

(g)

Cross Acceleration: If the Issuer or any Restricted 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 Restricted Subsidiary, whether such Indebtedness exists

(i)

is caused by a failure to pay at its Stated Maturity principal on such Indebtedness within the applicable grace period and any extensions thereof, which failure has not been cured or 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 Restricted Subsidiary of notice of any such acceleration);

(h)

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 Restricted Subsidiary and the same shall remain undischarged for a period of 60 consecutive days during which execution shall not be effectively stayed.

(i)

Guarantors: If any Guarantee ceases to be in full force and effect (other than in accordance with the terms of such Guarantee and this Indenture) or is declared null and void and unenforceable or found to be invalid or any Guarantor denies its liability under the Guarantee of such Guarantor (other than by reason of release of such Guarantor from its Guarantee in accordance with the terms of this Indenture and such Guarantee).

(a)

If an Event of Default shall occur and be continuing, the Trustee shall, within 30 days after it receives written notice of the occurrence of 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 8.2, 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.

(a)

Upon the happening of an Event of Default and before a judgment or decree for payment of the money due has been obtained by the Trustee, the holders of a majority in aggregate principal amount of the Notes of a Series, or a majority in principal amount of such Series of Notes voted at a duly constituted meeting may on behalf of the holders of all Notes of such Series, waive, rescind and annul such acceleration and its consequences with respect to such Series, and instruct the Trustee to waive such Event of Default and to cancel any acceleration declaration made by the Trustee pursuant to Section 8.3, and the Trustee shall thereupon waive the Event of Default or cancel such acceleration declaration upon such terms and conditions as shall be prescribed by the holders of Notes of such Series exercising such waiver.

(b)

If an Event of Default specified in in Sections 8.1(c) or 8.1(d) above in relation to the Issuer occurs, the principal of and any accrued interest on the Notes of each series then outstanding shall become immediately due and payable; provided however that at any time after an automatic acceleration with respect to the Notes has been made, the holders of a majority in aggregate principal amount of such series of Notes or a majority in principal amount of the Notes of such series voted at a duly constituted meeting may, under certain circumstances, rescind and annul such acceleration and its consequences, and instruct the Trustee to waive such Event of Default and to cancel any automatic acceleration, and the Trustee shall thereupon waive the Event of Default or cancel such automatic acceleration upon such terms and conditions as shall be prescribed by the holders exercising such waiver.

(c)

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, or part thereof as the case may be, shall be entitled by written consent of the Noteholders of a majority of the aggregate principal amount of the Notes of such Series then outstanding (or by separate written consent of the Noteholders of a majority of the aggregate principal amount of the Notes of such Series then outstanding 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 written consent of the Noteholders of a majority of the aggregate principal amount of the Notes of such Series then outstanding and it shall not be necessary to obtain a waiver from the Noteholders of any other Series of Notes.

(d)

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 (including any waiver of an Event of Default or cancellation of an acceleration declaration) 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. In addition, no waiver of an Event of Default or cancellation of an acceleration declaration in respect of one Series shall affect any Event of Default with respect to any other Series or impair any right of the Trustee or the Noteholders of such other Series with respect thereto.

(e)

The Trustee, so long as it has not become bound to institute any proceedings hereunder, shall have power 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 made by the Trustee in the exercise of its discretion, upon such terms and conditions as the Trustee may deem advisable.

(a)

Subject to the provisions of Section 8.4 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 8.3, the principal of and Premium and interest on all Notes then outstanding, together with any other amounts due hereunder, the Trustee may, in its discretion, 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 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.

(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 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 attorney-in-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 or its 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 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 be for the rateable benefit of the Noteholders subject to the provisions of this Indenture. 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.

(a)

an Event of Default shall have occurred and be continuing and such Noteholders shall have previously given written notice by Noteholders’ Request to the Trustee of such continuing Event of Default;

(b)

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;

(c)

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

(d)

the Trustee shall have failed to act within a reasonable time after such notification, request and provision of funding, security and indemnity.

(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 (including, without limitation, pursuant to Section 7.4 hereof);

(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;

(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;

(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; and

(d)

the Trustee shall not be required to make any payment to Noteholders unless the amount in its hands, after reserving therefrom such amount as the Trustee may think necessary to provide for the payments referred to in Subsection 8.7(a), exceeds 2% of the aggregate principal amount of the Notes then outstanding.

(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 of each Series as described in Article 5, each holder will have the right to require that the Issuer purchase all or any portion (equal to $2,000 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 (in accordance with the Applicable Procedures of the Depositary, in respect of Global Notes), 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 of 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)

On or before 11:00 a.m. (Montreal time) on the Change of Control Payment Date (or at such earlier time or date as required by the Trustee), 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 of each Series or portions of such Notes properly tendered.

(d)

On the Change of Control Payment Date, the Issuer will, to the extent lawful:

(i)

accept for payment all Notes or portions of such Notes (of $2,000 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 such Notes being purchased by the Issuer.

(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 deliver (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 $2,000 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.

(h)

The Issuer will publicly announce the results of the Change of Control Offer in respect of each series of Notes on or as soon as practicable after the date of purchase.

(i)

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.

(j)

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.

(k)

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.

(l)

Notwithstanding anything to the contrary contained herein or in 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

(m)

In the event that holders of not less than 90% of the aggregate principal amount of the outstanding Notes of a Series accept a Change of Control Offer and the Issuer purchases all of the Notes of such Series 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 described above, to redeem all of the Notes of such Series that remain outstanding following such purchase at a redemption price equal to the Change of Control Purchase Price in respect of such Series plus, to the extent not included in the Change of Control Purchase 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).

(n)

The provisions under this Indenture relating to the Issuer’s obligation to make a Change of Control Offer may be waived, modified or terminated with respect to any series of the Notes with the written consent of the holders of a majority of the aggregate principal amount of the Notes of such Series then outstanding.

(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,

(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, (1) cash in Canadian dollars, (2) Securities issued or guaranteed by the Government of Canada (or any agency or instrumentality thereof) or by any Province of Canada denominated in Canadian dollars, (3) any other Securities or instruments acceptable to the Trustee, or (4) 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.

(a)

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 9, from the terms of this Indenture relating to such Series of Notes, and release the Guarantors, if any, from the terms of their respective Guarantee relating to such Notes (in both cases except those relating to (i) the indemnification of the Trustee, (ii) the Issuer’s obligations with respect to the Notes concerning issuing temporary notes, registration of Notes, mutilated, destroyed, lost or stolen Notes, and the maintenance of an office or agency for payment and money for security payments held in trust, and (iii) the provisions of this Section 9.6), subject to the following:

(i)

the Issuer shall have delivered to the Trustee evidence that the Issuer has:

(A)

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;

(B)

deposited funds or made provision for the payment of all fees, reasonable costs, charges, taxes and expenses properly incurred by the Trustee to carry out its duties under this Indenture and any other amount owing to the Trustee under this Indenture in respect of such Series; and

(C)

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;

(ii)

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 9.6 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;

(iii)

no Event of Default shall have occurred and be continuing on the date of the deposit referred to in Subsection 9.6(a)(i);

(iv)

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;

(v)

the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit referred to in Subsection 9.6(a)(i) was not made by the Issuer with the intent of preferring the holders of such Series of Notes over the other

(vi)

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.

(b)

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, (i) cash in Canadian dollars, (ii) Securities issued or guaranteed by the Government of Canada (or any agency or instrumentality thereof) or by any Province of Canada denominated in Canadian dollars, (iii) any other Securities or instruments acceptable to the Trustee, or (iv) a combination of any of the foregoing, in such amounts as will be sufficient (without consideration of any reinvestment of interest) , 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.

(c)

The Trustee will hold in trust all money or Securities deposited with it pursuant to this Section 9.6 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.

(d)

If the Trustee is unable to apply any money or Securities in accordance with this Section 9.6 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 9.6 until such time as the Trustee is permitted to apply all such money or Securities in accordance with this Section 9.6, 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.

(a)

So long as any Notes issued under this Indenture remain outstanding, the Issuer will not, directly or indirectly, in a single transaction or a series of related transactions, amalgamate, consolidate, or merge with or into or wind up or dissolve into another Person, or sell, lease, transfer, convey or otherwise dispose of or assign all or substantially all of the assets of the Issuer and its Subsidiaries (taken as a whole) unless:

(i)

either:

(A)

the Issuer or a Subsidiary will be the surviving or continuing Person (for greater certainty, the Issuer shall be considered to be the continuing Person in the event of a statutory amalgamation governed by the laws of Canada or any province thereof of the Issuer with any of its Subsidiaries); or

(B)

(1) the Person (if other than the Issuer) formed by or surviving or continuing from such amalgamation, consolidation, merger, winding up or dissolution or to which such sale, lease, transfer, conveyance or other disposition or assignment shall be made (collectively, the “Successor”) is a corporation organized and validly existing under the laws of Canada or any province thereof; and (2) the Successor expressly assumes, pursuant to a Supplemental Indenture to this Indenture executed and delivered to the Trustee, all of the obligations of the Issuer under the Notes of each Series and this Indenture; and

(ii)

immediately after giving effect to such transaction and the assumption of the obligations as set forth in Subsection 10.1(a)(i)(B) above and the incurrence of any Indebtedness to be incurred in connection therewith, and the use of any net proceeds therefrom on a pro forma basis, no Default shall have occurred and be continuing; and

(iii)

the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such amalgamation, merger, consolidation or transfer and such agreement and/or supplemental indenture (if any) comply with this Indenture;

(b)

Upon any amalgamation, merger or consolidation of the Issuer or a Guarantor, or any transfer of all or substantially all of the assets of the Issuer and its Subsidiaries (taken as a whole) in accordance with the foregoing, in which the Issuer or such Guarantor 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 Guarantor 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 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)

Notwithstanding the foregoing, any Guarantor 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 Guarantor.

(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 Section 11.8(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.

(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.

(a)

Except as provided in Section 11.11(b) or as otherwise provided in this Indenture, all powers of and matters to be determined by the Noteholders, including, without limitation, the 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, may be exercised or determined from time to time by Ordinary Resolution.

(b)

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

(i)

power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Noteholders or the Trustee against the Issuer or against its property, whether such rights arise under this Indenture or the Notes or otherwise;

(ii)

power to sanction any scheme for the reconstruction or reorganization of the Issuer or for the consolidation, amalgamation or merger of the Issuer 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 part thereof, provided that no such sanction shall be necessary in respect of any such if Section 10.1 shall have been complied with;

(iii)

subject to Section 8.4, power to direct or authorize the Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority;

(iv)

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 hereunder;

(v)

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 8.6, of the costs, charges and expenses reasonably and properly incurred by such Noteholder in connection therewith;

(vi)

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 Securities of the Issuer;

(vii)

power to appoint 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 chairman 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 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;

(viii)

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;

(ix)

power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Noteholders; and

(x)

power to remove the Trustee and to appoint a new trustee.

(a)

The expression “Extraordinary Resolution” when used in this Indenture means, except as otherwise provided in this Indenture (including in Section 11.17 and Section 14.2), 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 51% 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 51% 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 seven (7) nor more than sixty (60) days later, and to such place and time as may be appointed by the chairman. Not less than seven (7) 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 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 51% 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.

(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 the case of an amalgamation, merger, consolidation or sale of all or substantially all of the Issuer’s or such Guarantor’s assets, or winding-up or dissolution or sale, lease, transfer, conveyance or other disposition or assignment in accordance with Article 10;

(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 secure the Notes or any Guarantees or any other obligation under this Indenture;

(g)

to evidence and provide for the acceptance of appointment by a successor ▇▇▇▇▇▇▇;

(h)

to conform the text of this Indenture or the Notes to any provision of the “Description of the Notes” in the Offering Memorandum to the extent that such provision in the “Description of the Notes” in the 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;

(i)

to provide for any one or more of the purposes set forth in Section 14.3; or

(j)

to provide for the issuance of Additional Notes in accordance with this Indenture.

(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 differing from that in which it affects the rights of the Noteholders of any other Series, 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

(B)

the resolution is passed by the favourable votes of the holders of more than the majority 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 the majority, 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, in a Supplemental Indenture or in a Terms Schedule 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.

(c)

In addition, notwithstanding anything herein contained, 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

(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.

(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)

in respect of any notice or communication to a holder (or its designee) of a Global Note, such notice or communication may be sent in accordance with the Applicable Procedures of CDS (or other applicable Depository) and shall be sufficiently given if so sent within the time prescribed; or

(ii)

such notice is delivered by electronic communication or sent by courier or 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.

(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 5:00 p.m. (place of receipt) on a

(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 herein, 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 fault, intentional fault or willful misconduct.

(b)

Without limiting the effect of the foregoing paragraph 13.2(a) but subject to any applicable provision of law, no provision of this Indenture shall be construed to relieve the Trustee from liability for its own fault as a result of its own gross fault, intentional fault or wilful misconduct.

(c)

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.

(d)

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 unless the Trustee is funded and indemnified as required in this Indenture.

(e)

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.

(f)

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, 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.

(g)

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(g), legal capacity includes, without limitation, the capacity to act as a fiduciary in such jurisdiction.

(h)

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.

(i)

The Trustee will be under no obligation to exercise any of its rights or powers under this Indenture at the request of any holder, unless such holder shall have offered to

(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.

(a)

The Trustee may resign its trusts and powers and be discharged from all further duties and liabilities hereunder by giving to the Issuer three 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

(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;

(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 13.5 shall be at the expense of the Issuer.

(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 more banks listed in Schedule “D” hereto (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. Upon the written direction of the Issuer, the Trustee shall invest in its name such funds in Authorized Investments in accordance with such direction. For certainty, the Trustee shall not be liable to verify the terms of any written direction against the definition of Authorized Investments. Any direction by the Issuer to the Trustee as to the investment of the funds shall be in writing and shall be provided to the Trustee no later than 09:00 a.m. (Montréal time) on the day on which the investment is to be made. Any such direction received by the Trustee after 09:00 a.m. (Montréal time), or received on a non-Business Day, shall be deemed to have been given prior to 09:00 a.m. on the next Business Day. In the event that the Trustee does not receive a direction or only a partial direction, the Trustee may hold cash balances constituting part or all of the funds at an Approved Bank; but 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. The amounts held by the Trustee pursuant to this Indenture or invested pursuant to this Section 13.8 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 13.8 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.

(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, 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 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 consult with Counsel and the advice of Counsel or any Opinion of Counsel 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.

(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 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 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 fees and disbursements of whatever kind or nature, except only in the event of the gross fault, 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 13.15 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 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

(h)

The Trustee shall have the right to accept and act on instructions, including funds transfer instructions (“Instructions”) given pursuant to this Indenture and delivered using Electronic Methods. If the Issuer or any Noteholder elects to give the Trustee Instructions using Electronic Methods and the Trustee in its discretion, acting reasonably, elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Issuer and each Noteholder understand that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee, acting reasonably, may presume that directions that purport to have been sent by an Officer or any other individual authorized for such purpose listed on the incumbency certificate provided to the Trustee have been sent by such Officer or such other individual authorized for such purpose. 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; (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; and (iv) to use reasonable efforts to notify the Trustee of any compromise or unauthorized use of security procedures relating to communications or Instructions to the Trustee.

(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 it is grossly negligent in ascertaining pertinent facts.

(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.

(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.

(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

(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 provided that the Trustee has satisfied its standard of care in selecting such agents, mandataries or assistants.

(a)

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

(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.

(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, 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;

(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;

(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; and

(i)

for any other purpose not inconsistent with the terms of this Indenture.

(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

(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.

TO:

COMPUTERSHARE TRUST COMPANY OF CANADA, as trustee (the “Trustee”) under the Indenture (as defined below) providing for the issuance of Notes (as defined in the Indenture) by Videotron Ltd.

(A)

The undersigned (hereinafter referred to, collectively with any other Person who, from time to time, executes and delivers to the Trustee an accession letter in the form of Appendix 1 hereto, as the “Guarantors”) have agreed to provide the Trustee with a guarantee of the Obligations (as defined herein) of Videotron Ltd. (the “Issuer” and, together with the Guarantors, the “Obligors” and each, an “Obligor”), the whole pursuant to and subject to the terms of the Trust Indenture made as of June 21, 2024 between the Issuer and the Trustee, as the same may be supplemented, restated or replaced from time to time (the “Indenture”).

(B)

Each of the Guarantors is duly authorized to guarantee the Obligations as herein provided.

(C)

All necessary resolutions of the directors, managing members, general partners or equivalent officials (as applicable) of each Guarantor have been duly passed and other proceedings taken and conditions complied with to make this Guarantee legal, valid and binding on each of the Guarantors in accordance with the laws relating to each Guarantor.

(a)

by reason of any change in the corporate or organizational status, the constitution, the business, the objects or the shareholders, members or partners of the Issuer or any Guarantor, or by reason of any termination of or change in the relationships that exist among the Issuer and the Guarantors;

(b)

by reason of any amendment, waiver, release, or extension granted in respect of the Obligations by any of the Guaranteed Parties without the consent of or notification to such Guarantor;

(c)

by reason of any failure to take, preserve or perfect any Lien or of any release or subordination of any security or guarantee or any release of any other Person liable for the Obligations;

(d)

by reason of any release of or any stay of proceedings against the Issuer or other Person liable for the Obligations pursuant to any law relating to bankruptcy, insolvency, restructuring or affecting creditors’ rights; or

(e)

by reason of any incapacity or lack of power, authority or legal personality of the Issuer or any Guarantor.

(a)

any benefit of division or discussion and any other right it may have of first requiring any Guaranteed Party to proceed against the Issuer or any other Person or enforce or exhaust any right, remedy or security before claiming against such Guarantor; or

(b)

any defense based upon any of the Guaranteed Parties errors or omissions in the administration of any agreement relating to the Obligations;

(c)

any right to assert termination of its Guarantee pursuant to Article 2362 of the Civil Code of Quebec; or

(d)

any right to assert against the Guaranteed Parties as a defense, any counterclaim, set-off or cross claim, or any other claim which such Guarantor may now or at any time hereafter have against the Issuer, any other Guarantor or any Guaranteed Party.

(a)

agree to any change in the time, manner or place of payment under, or in any other term of, any agreement between any Obligor and the Trustee;

(b)

grant time, renewals, extensions, indulgences, releases and discharges to any Obligor;

(c)

take or abstain from taking or enforcing securities or collateral from any Obligor or from rendering opposable (perfecting) securities or collateral of any Obligor;

(d)

accept compromises from any Obligor; and

(e)

apply all money at any time received from any Obligor or from securities or collateral received from any Obligor in accordance with the Indenture.

(a)

such Guarantor has the capacity and power to execute this Guarantee and all necessary actions or consents to authorize the execution and performance of same have been taken or obtained;

(b)

this Guarantee constitutes a valid and binding obligation of such Guarantor except as may be limited (i) by applicable bankruptcy, insolvency, reorganization, moratorium or

(c)

such Guarantor has had adequate means to obtain sufficient information concerning the Issuer, each other Guarantor and their financial condition and affairs; and

(d)

such Guarantor has not depended or relied on any of the Guaranteed Parties, their agents or representatives, for any information whatsoever concerning the Issuer or the Issuer’s financial condition and affairs or other matters material to such Guarantor’s decision to provide this Guarantee or for any advice or guidance with respect to such decision.

(a)

To any Guarantor

(b)

To the Trustee: