: 0 ~ .. q. 0 ~ r:: :. e e 8 'c .. a e l 0 q. i .l crystal pritchard from: michael killeavy sent:...

r:: 0 ~ .. Q. 0 ~ r:::. E E 8 'C.. a E l 0 Q. i

.l

Crystal Pritchard From: Michael Killeavy Sent: Thursday, November 24, 2011 6:15PM To: Kevin Dick Subject: Re: Pro forma Operating Costs

Thanks ... Who knows what Eastern Power thinks is reasonable, though. Michael Killeavy, LL.B., MBA, P.Eng. Director, Contract Management Ontario Power Authority 120 Adelaide St. West, Suite 1600 Toronto, Ontario, MSH lTl 416-969-6288 (office) 416-969-6071 (fax) 416-520-9788 (cell) [email protected]

From: Kevin Dick Sent: Thursday, November 24, 2011 05:56 PM To: Michael Killeavy; '[email protected]' ; '[email protected]' Subject: Re: Pro forma Operating Costs

I think your 10 million number seemsreasonable for the size of the facility and the context it is being used. This message is being generated from a hand held device and as such may contain grammatical errors for which its author apologizes. From: Michael Killeavy Sent: Thursday, November 24, 2011 05:45 PM To: Kevin Dick; '[email protected]' ; '[email protected]' Subject: Re: Pro forma Operating Costs I think $10M a year makes sense. Thx again for the information. Mich~el Killeavy, LL.B., MBA, P.Eng. Director, Contract Management Ontario Pow~r Authority 120 Adelaide St. West, Suite 1600 Toronto, Ontario, MSH lTl 416-969-6288 (office) 416-969-6071 (fax) 416-520-9788 (cell) [email protected] 1 From: Kevin Dick Sent: Thursday, November 24, 2011 02:43 PM To: 'Sebastiana, Rocco' ; Michael Killeavy; 'Smith, Elliot' Subject: Pro forma Operating Costs Below are a few samples of annualfixed operating costs from plants we have negotiated with in the past: 840MW 33 million (this number was a plug) 550MW 15 million (plus one time 15 million cost in year 10) 444 MW (Cogen) 32 million

As you can see, there is quite a bit of variation between facilities on an absolute and per unit basis. Kevin Kevin Dick, P. Eng. Director, Clean Energy Procurement Electricity Resources Ontario Power Authority 120 Adelaide St W, Suite 1600 Toronto, ON MSH 1T1 T: 416.969.6292 F: 416.967.1947 This e-mail message and any files transmitted with it are intended only for the named recipient(s) above and may contain information that is privileged, confidential and/or exempt from disclosure under applicable law. Ifyou are not the intended recipient(s), any dissemination, distribution or copying of this e-mail message or any files transmitted with it is strictly prohibited. Ifyou have received this message in error, or are not the named recipient(s), please notify the sender immediately and delete this e-mail message. 2

Crystal Pritchard From: Sebastiana, Rocco [[email protected]] Sent: Thursday, November 24, 2011 6:53 PM To: Michael Killeavy; Michael Lyle Subject: Fw: Greenfield South -Amounts Due on Prepayment Calculation Attachments: Greenfield South Chart of Amounts Due on Prepayment 11-24-11.doc; Greenfield South EIG claim 11-24-11.xlsx Here is the EIG schedule. From: Carl De Vuono [mailto:[email protected]] Sent: Thursday, November 24, 2011 06:45PM To: Sebastiane>, Rocco; Smith, Elliot Subject: Greenfield South -Amounts Due on Prepayment Calculation Attached are the details of the EIG payoff amounts and a chart explaining the amounts. Greenfield is looking at these at the same time.

mcmillan Carl De Vuono Partner direct 416.307.4055 1 mobile 416.918.1046 [email protected] Assistant: Nadia Malleye I 416.865.7000 ext.2311 I [email protected] CONFJDENTJ/\LJTY NOTiCE: This email, including any attachments1 may contain information that is confh1entiai and privileged. Any unauthorized disclosure, copying or use of this email is prohibited. If you are not the intended recipient, please notify us by reply emaii or telephone call and pc:rmanenUy delete tflis email and any copies immediately. Please consiclcr the environment before printing this e-mail. This e-mail message is privileged. confidential and subject to copyright. Any unauthorized use or disclosure is prohibited. Le contenu du present courriel est privilegie, confidentiel et Soumis ades droits d'auteur. II est interdit de l'utiliser ou de le divulguer sans autorisation. *ltk""' " ~ ! ~.:: ! n s :!! j 1 ~. 'i ~ ~ ' 0 i,U !I ! ~a_f~:E~5 .! ~ H~~ i!1l i!"d~~= ~ q~ H ~ J ~HllH .a l ~ j~;i H" ~~SIB! i ~ ~a~s~ a~~~ ~~~ -~ ~~~g ~~a ~!! .... a.... "' ~ Sl~"'"" *a~~g~ !!~~!':: ~ ~ .l!f~g s~m~~~i~~ ~P ~aHt ~ il~~~H 5~H U& "':i'"~ ~5S ~ :i&!Xi iHUa """";;; i! :::;:~:~"'5 a~ ~35~ -- &~..i~~i ~H~ -~~~~ ~ s~ ~~a ~d~ ~d~a2 ! ~~~~ H"m"" aa~!~~ !!5i2 .lgi~~ -si ~H ~~j~~ ~ ~a"' aa~~~i BH ll~~~ !~ 5St; ~~a 5tt ~~~ a.... aa.x s " aa~!~~ ~~3~-HP ~~~~~ ::i..l~~ ...;~ ~~~ ..., .... ;;; ~aa~~ i HUi aaa~~~ -g~~ ~~~-~ ~-i~i i~:l:;!;~ !!a ~*~ "'"';;:; gaaam i a~~!~~ :Z:!l:::l::t.ls5a UH i;~~~ g~-~g .... ~ m:;;a a.... aa~ ~ ~~ i !~~!i~ ~i~i ~~~i ~m'li"-~~-' i.;i ...~a m:ia ~-Wl i ai~!~i ~2.! i!~~ UHm ~ ... ssa ~ ~.:;;a . ~~ ~~~~~ " i ! ~~~u ~~~B iHa BH~ I;x~..,.~~.. ~ .. ~ a& maa !a~~m . il !!! e ia a:~!~2 !i~~! ~ ... :} .~S~l W . i!H~ i:;;!!{~~ ~~ ~v:a~ ""~~ ' I a~~!~g s;~i H a ~~~U. I~ .... ~ .. !i -3 .. . ~.~ aaa ~~a~~~ " s a~ua s~ss~ .. a.... S .~ ~-~~s~~ ia a~~ ~~~ ~~ih. a~~u 5~H ~s.a ~ ~ i ~;i~s~ ~,~ ~siF ~a... :ida ~a~~~ i . &~~~~~ ~S!~ U~ :~:~:z:l!a: ~ "' 2"'.S3 ~H ~~i1~~ ~ ~ ~~~ ~dsf ~~a... ::ti 5 " . ~u~;~ ~ i~~~~ ~- i~ia ~"op3 ,. ~i ,.J~ ~&:i ~~m~a~:;;a " i i *~;~~~ !~!~ H~a ~~B !Sj "HM aaa ~~iaa . *~~u~ ~H~ ~~~a H"~Oi ~i ! ~=-~ tO"i~~.. ~~a"! a:;;a &ca"':;; ~ I . u ~2~ usa p"'z(a~~~ ,..., ~iiiH.... a ~. ~*~ *~.. ,.~ ~ HH'!! :;~ .. ~ ~~..

~ ~~

i ~ li. fi i !i .I !i s l . i ~~t::~i rj~~ ...I I ~ ~; hH] ~ ~ 8 $ ~ 8 ~ 8

8

~ ~ 8 8 $ ~ ~ 8 $ 8 ~ 8 a .. ~ ~ ~~

~g ~~~~ ~ i ~ ::!'~"" HH Iua &ela ~~~aaa~~*~~&~~ ~~~~~~~~!!!l~i~~!ii!i ~~~~~~~~~~~~~~~~~~~ ~ i.; ~-~~-j~~~iiil~~~~~~~~~~iiii ~~~~~~~~~~~~~a~~~~~~ ~~~~~~~~~ Crystal Pritchard From: Sebastiana, Rocco [[email protected]] .Sent: Friday, November 25, 2011 2:04 PM To: Carl De Vuono Cc: Smith, Elliot; Michael Lyle Subject: OPA OEFC Eastern Power Side Letter re New NUG Contract (November 25 2011) Attachments: OPA OEFC Eastern Power Side Letterre New NUG Contract (November 25 2011) (2).docx

Carl, Further to our discussion, here is a slightly revised ERSOP side. letter. Please let me know if you are OK with this. If so, we will arrange to have is signed by the OP A. In the meantime, please forward to us Eastern Power's wire instructions as soon as possible so that we can arrange the wire transfer. D~

Rocco Sebastiane Partner 416.862.5859 DIRECT 416.862.6666 FACSIMILE [email protected] Osier, Hoskin &Harcourt LLP Box 50, 1 First Canadian Place E]tac;o, C'"ada MSX 188 This e-mail message,is privileged, confidential and subject to copyright. Any unauthorized use or disclosure is prohibited. Le contenu du present courriel est privilegie. confidentiel et scumis ades droits d'auteur. II est interdit de l'utiliser ou de le divulguer sans autorisation. 1

120 Adelaide Street West Suite 1600 Toronto, Ontario M5H 1T1 T 416967-7474 F 4169671947 www. powerauthority. on. ca CONFIDENTIAL November-25, 2011 Eastern Power Limited 2275 Lake Shore Blvd. West, Suite 401 Toronto ON M8V 3Y3

Attention: Greg Vogt, President Dear Mr. Vogt: Power Purchase Agreement between Ontario Hydro (now Ontario Electricity Financial Corporation) ("OEFC") and Eastern Power Developers Corp. (which was amalgamated with Eastern Power Developers Inc. to form Eastern Power Limited on October 1, 1996) ("Eastern Power") dated January 11, 1994, as amended and revised (the "NUG Contract") The OPA agrees to enter into a new contract (the "New Contract") for the output of the facility that is the subject of the NUG Contract. The New Contract would be based on the form of power purchase agreement that has been developed by the OPA for the Energy Recovery Standard Offer Program (ERSOP), but with ~thefollowing c.h~nges; (i) a term that ~s no less than the re~aining term of the ~UG Co~tract, (ii) a price per V MWh of electnc1ty delivered that prov1des Eastern Power w1th the same financ1al benef1t as under the NUG Contract, plus an additional net cash flow of_ five million, four hundred thousand Canadian dollarsCJ) ($5,400,000.00) payable over the first twelve months of the term of under the New Contract (the "Increased ~~e"), and (iii) any other conforming changes that are required in order for the ERSOP form of contract to ~plyto the Keele Valley facility. In furtherance of this, the OPA is paying you today, the amount of ten million Canadian dollars {$1 0,000,000.00) (the "Advance") by way of certified cheque dated the date hereof . the New Contract is entered into by the date that is sixty (60) days after the date first written above, .,......j provided that such period may be extended once by an additional period of sixty (60) days by either the ~ , OPA or Eastern Power providing the other with written notice no less than five (5) business days prior to the ~expiry of the original period and may be further extended for an agreed upon period oftinie with the mutUal agreement in writing of the OPA and Eastern Power (the "End Date"), then the Increased Fee shall be .....__._,satisfied from the Advance .held by Eastern Power and the balance of the Advance (being four million siX hundred thousand Canadian dollars ($4,600,000.00)} shall be applied in satisfaction of four million six hundred thousand Canadian dollars ($4,600,000.00) of other fees or amounts payable by the te-OPA to Eastern Power under the New Contract. ~Forgreater certainty, if the New Contract is not entered into prior to the End Date, Eastern Power shall have '-4-H no obljgation to return any pQrtion of the Advance to the OPA or or to apply any portion against amounts C\Z payable under the NUG Contract, except in the Circumstance where Eastern Power has received a payment

-2from the OEFC in connection with certain mutual releases under the NUG Contract (which as of the date of this letter is contemplated as being ten million Canadian dollars ($1 0,000,000.00) (the "OEFC Settlement Payment"). If Eastern Power receives the OEFC Settlement Payment. Eastern Power shall promptly return to the OPA an amount equal to the lesser of (i) four million six hundred thousand Canadian dollars ($4,600.000.00) and (ii) the amount by which the OEFC Settlement Payment is greater than the Increased Fee. The OEFC will be requested to enter into an agreement with Eastern Power to terminate the NUG Contract upon execution of the New Contract. Sincerely, . ONTARIO POWER AUTHORITY By: Name: Colin Andersen Title: Chief Executive Officer

Accepted and agreedthis _day of November, 2011. EASTERN POWER LIMITED Per:

Name: Title:

Crystal Pritchard From: Irene Mauricette Sent: Friday, November 25, 2011 2:42 PM To: Michael Lyle; Michael Killeavy Subject: FW: OPA OEFC Eastern Power Side Letter re New NUG Contract (November 25 2011)

Braam just called. Colin is looking atthe letter now. Kathleen Wilson on behalf of: Irene Mauricette Executive Assistant to The Chief Executive Officer Ontario Power Authority 120 Adelaide Street West, Suite 1600 Toronto ON M5H 1T1 Direct: 416 969 6010 FAX: 416 969 6380 Email: [email protected] Web: www.powerauthority.on.ca From: Coetzer, Braam (ENERGY) [mailto:[email protected]] Sent: November 25, 2011 2:40 PM To: Irene Mauricette . Subject: Re: OPA OEFC Eastern Power Side Letter reNew NUG Contract (November 25 2011) Hi Kathleen Sent. using BlackBerry From: Irene Mauricette To: Coetzer, Braam (ENERGY) Cc: Colin Andersen ; Michael Lyle Sent: Fri Nov 25 14:28:38 2011 Subject: OPA OEFC Eastern Power Side Letter reNew NUG Contract (November 25 2011)

Hi Braam,

Colin needs to sign this letter ASAP; please deliver directly to him. When it is signed, could you please scan and email back. Original to Colin.

Thank you Braam.

Kathleen Wilson on behalf of: Irene Mauricette Executive Assistant to The Chief Executive Officer Ontario Power Authority 1.20 Adelaide Street West, Suite 1600 Toronto ON M5H 1T1 Direct: 416 969 6010 FAX: 416 969 6380 Email: [email protected] Web: www.powerauthority.on.ca 1

This e-mail message and any files transmitted with it are Intended only for the named reciplent(s) above and may contain Information that is privileged, confidential and/or exempt from disclosure under applicable Jaw. If you are not the Intended reciplent(s), any dissemination, distribution or copying of this e-mail message or any files transmitted with it is strictly prohibited. If you have received this message in error, or are not the named reclpient(s), please notify the sender immediately and delete this e-mail message. 2 Crystal Pritchard From: Michael Killeavy Sent: Friday, November 25, 2011 2:59 PM To: 'Sebastiana, Rocco' Cc: Michael Lyle Subject: FW: OPA OEFC Eastern Power Side Letter re New NUG Contract (November 25 2011) Attachments: 20111125144417384.pdf

Rocco, Colin has signed off. Any word from Carl? It's too late to do a wire transfer now I am told. We can get a cheque certified or we can set up a wire transfer this afternoon to trigger automatically Monday morning. I will forward details of how this works when I get them from our Finance people. Michael Michael Killeavy, LL.B., MBA, P.Eng. Director, Contract Management Ontario Power Authority 120 Adelaide Street West, Suite 1600 Toronto, Ontario MSH 1Tl 416-969-6288 416-520-9788 (CELL) 416-967-1947 (FAX) From: Michael Lyle Sent: November 25, 2011 2:53PM To: Michael Killeavy Subject: Fw: OPA OEFC Eastern Power Side Letter reNew NUG Contract (November 25 2011) From: Irene Mauricette Sent: Friday, November 25; 2011 02:52 PM To: Michael Lyle Subject: FW: OPA OEFC Eastern Power Side Letter reNew NUG Contract (November 25 2011) Kathleen Wilson on behaif of.' Irene Mauricette Executive Assistant to The Chief Executive Officer Ontario Power Authority 120 Adelaide Street West, Suite 1600 Toronto ON M5H 1T1 1 Direct: 416 969 6010 FAX: 416 969 6380 Email: [email protected] Web: www.powerauthority.on.ca From: Coetzer, Braam (ENERGY) [mailto:[email protected]] Sent: November 25, 2011 2:51 PM To: Irene Mauricette Subject: RE: OPA OEFC Eastern Power Side Letter reNew NUG Contract (November 25 2011)

Hi Kathleen, Please see the attached scan of the signed document. I will wait for Colin to finish his meeting to hand the original back to him. Thanks, Bra am From: Irene Mauricette [mailto:[email protected]] Sent: November 25, 2011 2:29 PM To: Coetzer, Braam (ENERGY) Cc: Colin Andersen; Michael Lyle Subject: OPA OEFC Eastern Power Side Letter reNew NUG Contract (November 25 2011) Importance: High .

Hi Braam,


Thank you Braam.

Kathleen Wilson on behalf of: Irene Mauricette Executive Assistant to The Chief Executive Officer Ontario Power Authority 120 Adelaide Street West, Suite 1600 Toronto ON M5H 1T1 Direct: 416 969 6010 FAX: 416 969 6380 Email: [email protected] Web: www.powerauthority.on.ca

This e-mail message and any files transmitted with it are intended only for the named recipient(s) above and may contain information that is privileged, confidential and/or exempt from disclosure under applicable law. If you are not the intended recipient(s), any dissemination, distribution or copying of this e-mail message or any files transmitted with it is strictly prohibited. If you have received this message in error, or are not the named recipient(s), please notify the sender immediately and delete this e-mail message. 2 122 M~taide w~~tw~~~ ~uit~ lpOO . . . ....... . Tor~mto, Or1tarloM'$H InONTAR .. .. T 416-967-7474POWER AUTHORITY F 416967-1947 www.powernutholity.on-;ca CONFIDENTIAL November 25, 2011 Eastern Power Limited 2275 Lake Shore Blvd. West, Suite 401 Toronto ON M8V 3Y3 Attention: Greg Vogt, President Dear Mr. Vogt: Power Purchase Agreement between Ontario Hydro {now Ontario Electricity Financial Corporation) ("OEFC.,) and Eastern Power Developers Corp. (which was amalgamated with Eastern Power Developers Inc. to form Eastern Power Limited on October 1, 1996) ("Eastern Power") dated January 11, 1994, as amended and revised (the "NUG Contract") The .OPA agrees to enter into a new contract (the "New Contracf') for the output of the facility that is the subject ofthe NUG Contract The New Contractwquld be bal?ecl on tt"!e form ()fpower Pl1rchase agreement that has been developed by the OPA for the EttE:7t9y Recovery Stanttard OfferProgram (ERS:OP), but with thEHollowing changes: (i) a term thatis no less tharfthe remainih~J term of the NUG Contract, {ii) aprice per MWh of electricity delivered that provides Eastern Power with the same financial benefit as under the NUG Contract, plus an additional net cash flow of five million, four hundred thousand Canadian dollars ($5.400,000.00) payable under the New Contract (the "Increased Fee"), and (iii) any other conforming changes that are required in order for the ERSOP form of contract to apply to the Keele Valley facility. In furtherance of this, the OPA is paying you today, the amount of ten million Canadian dollars ($10,000,000.00) (the "Advance") by way of wire transfer or certified cheque dated the date hereof. If the New Contract is entered into by the date that is sixty (60) days .after the date first written above, provided that such period may be extended once l;>y an adclitlonal perioq of sixty {60) days by either the OPA or Eastern Power providing the ()fher With written notic.e no les$ than five (5)bl1$iness d~ys prtorto the expiry of the original period and may be further extended for an agreed U(Don period of time With the mutual agreement in writing qf the OPA and Eastern Power {the "EndDate"), then the ln'creas~d Fee shall be satisfied from the Advance held .by Eastern Power and the .balance of the Aclvance (being four million !:~IX hundred thousand Canadian dollars ($4,600,000.00)) shall be applied in satisfaction of four million six hundred thousand Canadian dollars ($4,600,000.00) of other fees or amounts payable by the OPA to Eastern Power under the New Contract. Fqr gre~tercertainty~ ifthe New Oontract Js notentered into prior to the End .Pate, Eastern Power shall have no obligation to return any portion ofthe Advance to the OPA orto apply any portion against amounts payable under the NUG Contract, except in the circumstance where Eastern Power has received a payment from the OEFC in connection with certain mutuCII releases under the NUG Contract (which as of the date of this fetter is contemptated as being ten million Canadian dollars ($1 0,000,000.00) (the "OEFC Settlement Paymenf!). l.f Eastern Power receives the OEFC SeUiement Payment. Eastern Power shCIII promptly return to the OPA an amount equal to the lesser of (i) four million six hundred thousand Canadian dollars ($4,600,000.00} and (ii) the amount by which the OEFC Settlement Payment is .greater than the Increased Fee. The OEFC will be requested to enter into an agreement with Eastern Power to terminate the NUG Contract upon execution of the New Contract. Sincerely, ONTARIO POWER AUTHORITY By: OJtvv~ Name: Colin Andersen Title: Chief Executive Officer Accepted and agreed this __ day of November, 2011. EASTERN POWER LIMITED Per: Name: Title: Crystal Pritchard From: Michael Lyle Sent: Friday, November 25, 2011 3:06 PM To: Michael Killeavy; '[email protected]' Subject: Re: OPA OEFC Eastern Power Side Letter reNew NUG Contract (November 25 2011)

Tried to get back to you Rocco. There are a couple of differences in the extension letter from what Colin actually signed. Michael: can you find out when he is back in the office and get his buy in. I should be back in office by 4:30 but can be called out of meeting. From: Michael Killeavy Sent: Friday, November 25, 2011 02:59 PM To: Sebastiane, Rocco Cc: Michael Lyle Subject: FW: OPA OEFC Eastern Power Side Letter reNew NUG Contract (November 25 2011) Rocco, Colin has signed off. Any word from Carl? It's too late to do a wire transfer now I am told. We can get a cheque certified or we can set up a wire transfer this afternoon to trigger automatically Monday morning. I will forward details of how this works when I get them from our Finance people. Michael Michael Killeavy, LL.B., MBA, P.Eng. Director, Contract Management Ontario Power Authority 120 Adelaide Street West, Suite 1600 Toronto, Ontario MSH 1T1 416-969-6288 416-520-9788 (CELL) 416-967-1947 (FAX) From: Michael Lyle Sent: November 25, 2011 2:53 PM To: Michael Killeavy Subject: Fw: OPA OEFC Eastern Power Side Letter reNew NUG Contract (November 25 2011) From: Irene Mauricette Sent: Friday, November 25, 2011 02:52PM To: Michael Lyle Subject: FW: OPA OEFC Eastern Power Side Letter reNew NUG Contract (November 25 2011) 1 Kathleen Wilson on behalf of: Irene Mauricette Executive Assistant to The Chief Executive Officer Ontario Power Authority 120 Adelaide Street West, Suite 1600 Toronto ON M5H 1T1 Direct: 416 969 6010 FAX: 416 969 6380 Email: [email protected] Web: www.powerauthority.on.ca From: Coetzer, Braam (ENERGY) [mailto:[email protected]] Sent: November 25, 2011 2:51PM To: Irene Mauricette Subject: RE: OPA OEFC Eastern Power Side Letter reNew NUG Contract (November 25 2011) Hi Kathleen, Please see the attached scan of the signed document. I will wait for Colin to finish his meeting to hand the original back to him. Thanks, Bra am From: Irene Mauricette [mailto:[email protected]] Sent: November 25, 2011 2:29 PM To: COetzer, Braam (ENERGY) Cc: Colin Andersen; Michael Lyle Subject: OPA OEFC Eastern Power Side Letter reNew NUG Contract (November 25 2011) Importance: High

Hi Braam,


Thank you Braam.

Kathleen Wilson on behalf of' Irene Mauricette Executive Assistant to The Chief Executive Officer Ontario Power Authority 120 Adelaide Street West, Suite 1600 Toronto ON M5H 1T1 Direct: 416 969 6010 FAX: 416 969 6380 Email: [email protected] Web: www.powerauthority.on.ca 2

This e-mail message and any files transmitted with it are intended only for the named recipient(s) above and may contain information that is privileged, confidential and/or exempt from disclosure under applicable law. If you are not the intended recipient(s), i;iny dissemination, distribution or copying of this e-mail message or any files transmitted with it is strictly prohibited. If you have received this message in error, or are not the named recipient(s), please notify the sender immediately and delete this e-mail message. 3 Crystal Pritchard From: Michael Killeavy Sent: To: Friday, November 25, 2011 4:32 PM Emanuel Movchovitch Cc: Michael Lyle Subject: RE: Wire option

Can you please get a certified cheque for $10M payable to Eastern Power Limited.

Michael Killeavy, LL.B., MBA, P.Eng. Director, Contract Management Ontario Power Authority 120 Adelaide Street West, Suite 1600 Toronto, Ontario MSH 1T1 416-969-6288 416-520-9788 (CELL) 416-967-1947 (FAX)

From: Emanuel Movchovitch Sent: November 25, 2011 3:01 PM To: Michael Killeavy Subject: Wire option

Michael,

We can set up a wire for Monday morning and send off instructions to the bank today. We can get a report from RBC and it will look something similar to what is attached, but the "value date" will have Monday's date and the "status" will say "Future dated".

Emanuel Movchovitch, CA Manager, Risk &Treasury Ontario Power Authority 416-969-6391

1 Crystal Pritchard From: Sent: To: Subject: Michael Killeavy Friday, November 25, 2011 4:36 PM Michael Lyle Fw: Wire option

Can you please confirm with Emanuel that we need the cheque? Michael Killeavy, LL.B., MBA, P.Eng. Director, Contract Management Ontario Power Authority 120 Adelaide St. West, Suite 1600 Toronto, Ontario, M5H 1T1 416-969-6288 (office) 416-969-6071 (fax) 416-520-9788 (cell) [email protected] From: Michael Killeavy Sent: Friday, November 25, 2011 04:31 PM To: Emanuel Movchovitch Cc: Michael Lyle Subject: RE: Wire option Can you please get a certified cheque for $10M payable to Eastern Power Limited. Michael KiUeavy, LL.B., MBA, P.Eng. Director, Contract Management Ontario Power Authority 120 Adelaide Street West, Suite 1600 Toronto, Ontario M5H 1Tl 416~969-6288 416-520-9788 {CELL) 416-967-1947 (FAX)

From: Emanuel Movchovitch Sent: November 25, 2011 3:01 PM To: Michael Killeavy Subject: Wire option

Michael,

We can set up a wire for Monday morning and send off instructions to the bank today. We can get a report from RBC and it will look something similar to what is attached, but the "value date" will have Monday's date and the "status," will say "Future dated".

1 Emanuel Movchovitch, CA Manager, Risk &Treasury Ontario Power Authority 416-969-6391 Crystal Pritchard From: Sent: To: Cc: Subject: Emanuel Movchovitch Friday, November 25, 2011 4:37 PM Michael Killeavy Michael Lyle RE: Wire option

Michael,

Can you please reply that you as an officer are ok with the payment and the backup documentation including any appropriate board resolutions will be forthcoming.

Thanks, Emanuel

From: Michael Killeavy Sent: November 25, 2011 4:32 PM To: Emanuel Movchovitch Cc: Michael Lyle Subject: RE: Wire option

Can you please get a certified cheque for $10M payable to Eastern Power Limited.

Michael Killeavy, LL.B., MBA, P.Eng. Director, Contract Management Ontario Power Authority 120 Adelaide Street West, Suite 1600 Toronto, Ontario MSH 1T1 416-969-6288 .. 416-520-9788 {CELL) 416-967-1947 (FAX)

From: Emanuel Movchovitch Sent: November 25, 2011 3:01PM To: Michael Killeavy Subject: Wire option

Michael,


Emanuel Movchovitch, CA Manager, Risk &Treasury Ontario Power Authority

416-969-6391 1 Crystal Pritchard From: Emanuel Movchovitch Sent: To: Friday, November 25, 2011 4:39 PM Michael Killeavy; Michael Lyle Subject: RE: Wire option

Sorry-to be clear, email meant for Mike Lyle. From: Emanuel Movchovitch Sent: November 25, 2011 4:37 PM To: Michael Killeavy Cc: Michael Lyle Subject: RE: Wire option Michael, Can you please reply that you as an officer are ok with the payment and the backup documentation including any appropriate board resolutions will be forthcoming. Thanks, Emanuel From: Michael Killeavy Sent: November 25, 2011 4:32 PM To: Emanuel Movchovitch Cc: Michael Lyle Subject: RE: Wire option Can you please get a certified cheque for $10M payable to Eastern Power Limited. Michael Killeavy, LL.B., MBA, P.Eng. Director, Contract Management Ontario Power Authority 120 Adelaide Street West, Suite 1600 Toronto, Ontario MSH 1T1 416-969-6288 416-52:0-9788 (CELL) 416-967-1947 (FAX) From: Emanuel Movchovitch Sent: November. 25, 2011 3:01-PM To: Michael Killeavy Subject: Wire option Michael, We can set up a wire for Monday morning and send off instructions to the bank today. 1 We can get a report from RBC and it will look something similar to what is attached, but the "value date" will have Monday's date and the "status" will say "Future dated". Emanuel Movchovitch, CA Manager, Risk &Treasury Ontario Power Authority 416-969-6391 2 Crystal Pritchard From: Michael Lyle Sent: Friday, November 25, 2011 4:41 PM To: Emanuel Movchovitch; Michael Killeavy Subject: Re: Wire option Yes

From: Emanuel Movchovitch Sent: Friday, November 25, 2011 04:39PM To: Michael Killeavy; Michael Lyle Subject: RE: Wire option Sorry-to be clear, email meant for Mike Lyle. From: Emanuel Movchovitch Sent: November 25, 2011 4:37 PM To: Michael Killeavy Cc: Michael Lyle Subject: RE: Wire option Michael, Can you please reply that you as an officer are ok with the payment and the backup documentation including any appropriate board resolutions will be forthcoming. Thanks, Emanuel From: Michael Killeavy Sent: November 25, 2011 4:32PM To: Emanuel Movchovitch Cc: Michael Lyle Subject: RE: Wire option Can you please get a certified cheque for $10M payable to Eastern Power Limited. Michael Killeavy, LL.B., MBA, P.Eng. Director, Contract Management Ontario Power Authority 120 Adelaide Street West, Suite 1600 Toronto, Ontario MSH 1T1 416-969-6288 416-520-9788 (CELL) 416-967-1947 (FAX) 1 From: Emanuel Movchovitch Sent: November 25, 2011 3:01 PM To: Michael Killeavy Subject: Wire option

Michael,


Emanuel Movchovitch, CA Manager, Risk &Treasury Ontario Power Authority 416-969-6391

2 Crystal Pritchard From: Sent: To: Subject: Attachments:

FYI Sebastiana, Rocco [[email protected]] Friday, November 25, 2011 4:55 PM Michael Killeavy; Michael Lyle; JoAnne Butler Equity Sunk Costs Greenfield South -Equity Sunk Costs -25-Nov-2011 Combined.pdf From: Carl De Vuono [mailto:[email protected]] Sent: Friday, November 25, 2011 4:47PM To: Sebastiane, Rocco; Smith, Elliot Subject: FW: attachment to FRSA This is Schedule 2.2(b) contemplated by the FRSA. mcmillan Carl De Vuono Partner direct 416.307.40551 mobile 416.918.1046 [email protected] Assistant: Nadia Malleye 1 416.865.7000 ext.2311 I [email protected] CONFJDENTJALJTY NOTICE: This (!mai/1 including any attachments1 may contain information that is confidential and privileged. Any unauthorized disclosure, copying or use of i'hi~ email is proi'Jibit'ed. If you are not We intended recipient, please notify us by reply email or telep!wf!e cal! and ocrrnanenUy delete tillS ernafi and any copies irnn1ecJfate!y. ******************************************************************** This e-mail message is privileged, confidential and subject to copyright. Any unauthorized use or disclosure is prohibited. Le contenu du present courriel est privilegie. confidentiel et soumis ades droits d'auteur. II est interdit de l'utiliser ou de le divulguer sans autorisation. 1 SCHEDULE 2.2 (b) -Equity Sunk Costs Page 1 of 3 (all amounts inC$ 1,000s} Item Category Amount 1 Professional Fees for Project Development (management, engineering, other}* 37,146 2 Other Project Development Costs (site, services, equipment, materials, other} * 11,113 3 Letter of Credit Interest 17,536 --- --

65,795 * Notes: * Interest is not included in these amounts but is to be added to the total at the GSPC cost of funds rate (14% p.a. compunded annually) updated amounts Including interest still to be provided

SCHEDULE 2.2 (b) -Equity Sunk Costs Page 2 of3 Professional Fee Rate Table {i)

Classification 2004 2005 2006 2007 2008 2009 2010 2011 I Executive 247 251 257 262 268 274 275 280 . Sr. Project Manaqer 211 215 220 224 229 234 235 239 I Sr. Manager 170 173 177 180 184 189 189 193 Manager 151 154 157 160 164 168 168 171 Sr. Engineer 134 136 139 142 145 149 149 152 I Engineer 118 120 123 125 128 131 131 134 Desiqner 103 105 107 109 112 114 115 117 I Executive Assistant 101 103 105 107 110 112 112 114 I Project Accountant 101 103 105 107 110 112 112 114 ! Admin Assistant 87 89 91 92 94 97 97 99 I Engineerig Assistant 67 68 70 71 73 74 75 76 I

SCf:IEDULE 2.2 (b) -Equity Sunk Costs Page 3 of3 Professional Fee Table (ii) 2004 2005 2006 2007 2008 2009 2010 2011 Total Hours 21,384 28,284 29,493 36,956 36,316 30,169 30,016 27,599 240,218 Notes 1) Includes project management, engineering and all other development hours Crystal Pritchard From: Derek Leung Sent: Tuesday, November 29, 2011 5:50 PM To: 'Bridges, Roger'; 'Fogarasi, Richard' Cc: Derek Leung; Michael Killeavy Subject: Stop Work Project -Documents Attachments: SCHEDU-1.PDF; Greenfield South EIG claim 11-24-11.xlsx; GREENF-1.DOC; EIG GSPC Note Purchase Agreement.pdf; #22077-1.DOC Roger I Richard: Attached are five confidential documents in connection with your assignment: 1. Osier Nov 25 comment version of the FRSA

2. EIG I Greenfield South Note Purchase Agreement May 26, 2011

3. Greenfield South Amounts Due on Prepayment

4. Greenfield South EIG Claim Nov 24, 2011

5. Key Equipment List Nov 20, 2011

Derek Derek Leung,, P.Eng., c.Eng., PMP Manager-Contract Management Electricity Resources Ontario Power Authority 120 Adelaide Street West, Suite 1600 Toronto, ON, Canada M5H 1T1 T: 416-969-6388 1 GREENFIELD SOUTH POWER PROJECT -KEY EQUIPMENT LIST 20-Nov-11 Name of Vendor Description ABB 13.8 kV Generator Breaker ABB Inc. 230 kV SF6 Circuit Breakers ABB Inc. DCS System ABB Inc. US$ Generator Step Up Transformers API Heat Transfer Auxiliary Heat Exchanger ASN Compressors Air Compressors Bray Sales Ontario Lot-Butterfly Valves CCI Control Components Inc. Steam Bypass Valves Cooling Tower Depot Inc. Cooling Tower Set GE Water & Process Tech. RO-EDl Water Treatment System General Electric Canada 7FA04 Canada Supply General Electric Company 7FA04 USA Supply General Filtration Canada Auto Self Cleaning Strainer System Howell Pipe & Supply Lot-Large Bore Valves/Small Bore Valves Kobelco Compressors America Inc. Gas Compressor Package Matheson Valves & Fittings Lots of Large/Small Bores+ Control & Spec. Valves MTI Systems 125 VDC/1800 AH VRLA Battery System Nooter/Eriksen HRSG Pratt & Whitney Power 'Systems Inc. Turbine Parts Schneider Electric Canada 2 xSquare Dry Type Transformers Schneider Electric Canada 600V Switchgear, Transfer Switch Schneider Electric Canada 2 x 4.16 Switchgear Sentry Equipment Corp. Steam & Water Analysis System Sulzer Pumps Demineralized Water Pumps Sulzer Pumps Boiler Feedwater Pumps Sulzer Pumps Cooling Water Pumps Sulzer Pumps Condensate Pumps Sulzer Pumps (US$) Auxiliary Water Pumps The Calvert Company 2 x IPB Duct Systems The Calvert Company 1 x SPB Duct System Trench Limited Three Capacitor Voltage Transformers Trench Limited Combined Current-Voltage Transformer Virelec Ltd. Protection & Control Module Westlake Industries Inc. Process Piping System Material and Fabrication

Notes 1) This is a subset of the complete list of purchase orders executed by Greenfield South Power Corporation {34 of 402) Greenfield South EIG calculations

Note balance 58,745 Accrued interest 1,660 Supplemental Advance Fee 1,050 Accrued commitment fees 248 Yield Maintenance Amount 164 050 ~r~~rn.~..........................................................................................................................................................................

IIQ!ii[g_c;l~im 225.752 I

Supplemental Advance Fee: 1050 1,050 Rate 3.00% Reference Amount 225,000 iWGI6fMiU.61,!3iiuU!i!.! Payment flaQs 0 0 0 1 0 0 1 0 0 1 0 0 1 0 Matulity Prepayment date 12131/2019I 1112512o11 I Yield tenns 0.10 0.18 0.26 0.35 0.43 0.52 0.60 Payment applicable flag 0 0 0 1 0 0 1 0 Amortization periods 40 Prepayment amount 260,000 Quarterly amort 6,500 Beg blc 260,000 260,000 260,000 253,500 253,500 253,500 247,000 Principal due calc 6 500 6 500 End blc 260,000 260,000 260,000 253,500 253,500 253,500 247,000 247,000 Interest" 14.00% 9,574 8,945 Principal + Interest . 16,074 15,445 Principal 6,500 6,500 Weighted Average life 4.93 USTrate 0.855% NPVofP&I 424,050 Yield Maintenance Amount PI= a YearS 164,050 0.0 0.1 0.3 0.5 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 9.0 10.0 Rate (Yield to matulity) 11/2212011 0.000% 0.013% O.o18% 0.058% 0.109% 0.260% 0.395% 0.633% 0.871% 1.135% 1.398% 1.571% 1.745% 1.918% Curve interpolation (years 3-5): USTrate 3.0 0.395% Weighted Average life 4.93 0.855% UST rate 5.0 0.871%

Greenfield South EIG calculations Privileged and Confidential -Without Prejudice In furtherance of Settlement USD OOOs 7/31/2012 8/31/2012 9130/2012 1013112012 11/30/2012 12/3112012 1/31/2013 212812013 3/31/2013 4/3012013 5/3112013 6/30/2013 7/3112013 8/31/2013 9!30/2013 1013112013 11/3012013 12/31/2013 1/31/2014 2/28!2014 3/31/2014 4/3012014 EIG Claim Note balance Accrued interest Supplemental Advance Fee Accrued commitment fees Yield Maintenance Amount

!Total EIG Claim '"[olll!\lil!-1Supplemental Advance Fee: Rate Reference Amount

l"=tr.II'I~:..Tii'[t]'l"'';1 Payment flaRs 0 0 0 0 0 0 0 0 0 Maturity Prepayment date Yieldtenns 0.68 0.77 0.85 0.93 1.02 1.10 1.19 1.26 1.35 1.43 1.52 1.60 1.68 1.77 1.85 1.93 2.02 2.10 2.19 2.26 2.35 2.43 Payment applicable flag 0 1 0 0 1 0 0 1 0 0 1 0 0 1 0 0 1 0 0 1 0 0 Amortization periods Prepayment amount Quarterly amo.rt

Beg blc 247,000 247,000 240,500 240,500 240,500 234,000 234,000 234,000 227,500 227,500 227,500 221,000 221,000 221,000 214,500 214,500 214,500 208,000 208,000 208,000 201,500 201,500 Princi~al due calc _____-__(6,500) ~ __ (6_.QQL___ -_ -_ _ !MQQL __(6,500) (6,500) _tMQQL 6,@Ql End blc 247,000 240,500 240,500 240,500 234,000 234,000 -234.000 -227,500 227,500 227,500 221.000 221.000 --22f.ooo 214,500 214,500 214,500 208,000 208,000 208,000 201~500 201,500 201,500 Interest 8,716 8,394 8,078 8,02S 7,799 7,487 7,180 Principal + Interest 15,216 14,894 14,578 14,528 14,299 13,987 13,680

Principal 6,500 6,500 6,500 6,500 6,500 6,500 6,500 Weighted Average Life

UST rate NPVofP&I Yield Maintenance Amount IIJ.."'I~:!lii!IU.:i.'J'llilYears Rate (Yield to maturity) Curve interpolation (years 3-5): UST rate Weighted Average Life USTrate Greenfield South EIG calculations USD OOOs EIG Claim Note balance Accrued interest Supplemental Advance Fee Accrued commitment fees Yield Maintenance Amount JTotal EIG Claim Privileged and Confidential -Without Prejudice in furtherance of Settlement 5/3112014 6/30/2014 7/31/2014 8/3112014 9130!2014 10/31/2014 11/30/2014 12/3112014 1/31/2015 2/28/2015 3/3112015 4/3012015 5/3112015 6/30/2015 713112015 S/31/2015 9/30/2015 10/3112015 11/30/2015 12/3112015 113112016 2/29/2016 l=l[1~lamount sufficient to permit Issuer to prepay; the outstanding priricipal of the Notes iti ,full . (together with all amounts .required in>,aecordance With subsection 3:3D) ;oh the da:Ysuch Change of Control occur8 'or, 'if such day is''hot'a Bt1siriess Da:y, on the next succeeding Bl.isfuess Day. ' . (ix) . Prtmayment from ;Excess Funds in ConstrUction Accounts. On the . Co~ercialOpetations.Date, ~s5uer shall and shall cause OpCo to make Distributions to Issuer 43 US 774858v.23 in an amount sufficient to permit Issuer to prepay all or a portion of the principal amount of the Notes (together with amounts required in accordance with subsection 3.1D) in an amount set forth in Section 3 .2{b)(ii) of the Account Agreement. (x) Restrictions on Prepayment. Issuer's obligation to make, and to cause OpCo to make Distributions to Issuer to make, any prepayment of the Notes pursuant to clauses (i) through (vi) above shall be subject to the terms of the lntercreditor Agreement and any Permitted First Lien Debt Documents. Wjthout limiting the generality of the foregoing, any prepayments in excess of $10,000,000 (other than prepayments under clause (vii) above) are subject to the provisions of Section 3.1 of the Pennitted First Lien Letter of Credit Facility requiring certain commitment reductions and cash collateralization in connection with any such prepayments hereunder.

(xi) Commitment Reduction in connection with Prepayment. To the extent that the amount required to be applied to prepay the Notes under any of clauses (i), (ii), (iii), (iv), (v) or (vi) above exceeds the aggregate outstanding principal amount of the Notes (together with all amounts required in accordance with subsection 3.3D), the Commitments shall be permanently reduced (pro rata among the Commitments of each Note Holder) by an aggregate amount equal to the amount of such excess. The Commitments shall be terminated in full upon any Change of Control.

Any amount prepaid on the Notes may not be reborrowed. Notwithstanding anything set forth in this subsection 3.3B to the contrary, (x) no prepayment in an amount less than $50,000 shall be required at any time and (y) Agent, on behalf of Note Holders may (and at the direction of the Required Holders shall) decline any prepayment under clause (viii) funded with proceeds of a Permitted Equity Contribution. C. Optional Prepayments of Principal and Commitment Reductions. (i) Issuer may prepay the principal amount of the Notes outstanding, in whole or in part; provided, that (a) Issuer shall give Agent not less than ten (10) days prior Written notice, speeifying the principal amount to be prepaid and the date of prepayment, (b) any such prepayment shall include 1) all accrued and unpaid inter~st on the principal amount to be prepaid plus any Prepayment Amount or Special Prepayment Amo\mt, as applicable, determined pursuant to subsection 3.3D on the principal amount being prepaid and shall be in an aggregate minimum amount of $5,000,000 (or, if less, the outstanding principal amount) and multiples of $500,000 in excess of that amount. Any notice of prepayment shall be irrevocable once issued. Any amount prepaid on the Notes may not be reborrowed and the Commitment shall be permanently reduced by the amount of such prepayment; (ii) Issuer may at any time cancel undrawn amounts -.of the.. Maximum Connirltm.ent Amount _witJ:tout .premium or penalty, in minimum amounts of$500,000 and in multiples of $100;000, provided, .that (x) Issuer shall give Ag~nt not less than thirty (30) days' prior written notice, specifying the amount of the Maximum Commitment Amount to be cancelled and the date of cancellation and (y) any voluntary reduction of the Commitments shall be permitted only if approved by Agent (after consultation with the Independent Engineer) (such approval not to be unreasonably withheld or delayed) and certification by Issuer that after giving effect to such reduction the project shall remain In Balance. Amounts cancelled will not be reinstated and the Commitments and Maximum 44 US 774858v.23 Commitment Amount will be , reduced accordingly. Each reduction of the Maximum Commitment Amount shall be made ratably among Note Holders. in accordance with their respective Commitments and shall reduce the Commitments accordingly. D. Inclusion of Interest, Special Prepayment Amount and Prepayment Amount with Prepayments. (i) Subject to clauses (ii)~{iii) and (iv) below, any prepayment under the Notes under subsections 3.3B{i), 3.3B(iv), 3.3B(v), 3.3BCvi). 3.3B(viii) or 3.3C and any amount due under subsection 8.2 in connection with an acceleration ofthe Notes, shall be made together with all accrued but unpaid interest or the principal amount to be prepaid, plus (a) if such prepayment is to be made or such acceleration occurs prior to the fourth anniversary ofthe Con1mercial Operations Date, the Yield Maintenance Amount on the principal amount to be prepaid or accelerated, (b) if such prepayment is to be made or such acceleration occurs after the fourth anniversary of the Commercial Operations Date and prior to the fifth anniversary of the Commercial Operations Date, a prepayrnent fee of 5% ofthe principal amount to be prepaid . or accelerated, (c) i.fsuch prepayment is to be made or such acceleration occurs after the fifth anniversary of the Commercial Operations Date and prior to the sixth anniversary of the Commercial Operations Date, a prepayment fee of2% of the principal amount to be prepaid or accelerated (such prepayment amounts or fees under the foregoing sub-clauses (a), {b), or (c), as applicable, the "Prepayment Amounf'). After the sixth anniversary of the Closing Date, any principal amount being prepaid shall be prepaid at par.

(ii) On or after the 182nd day following the Commercial Operations Date, a one-time prepayment not to exceed 75% of the principal amount of the Notes outstanding, may be made from net proceeds ofPermitted Refinancing Indebtedness. Any such prepayment shall be made together with all accrued but unpaid interest on the principal amount to be prepaid .J>lus (a) if such prepayment is made prior to the first anniversary of the Commercial Operations Date, a prepayment fee of 15% of the principal amountto'beprepaid and (b) if such prepayment is made on or after the. firSt anniversary of the Cotrtinercial Operations Date, a prepayment fee equal to the lower of (1), 10% of the principal to be prepaid (such prepayment fees under the foregoing subclauses (a) and {b), the "Special Prepayment Amounf') or (2) the Prepayment Amount that would otherwise be payable under clause (i) above on the principal amount to. be prepaid. . .

(iii) The Special Prepayment Amount shitll be subject to increase as provided in subsection 2A (iv) For purposes of calculating any Prepayment Aniountor Special Prepayment A1llol.lnt in connectionwith prepayment prior to the Commercial Opera:tiorisDate, the full Undrawn Comtriitilietit Amount (without giving effect to aiiY volurimry c6rrimitrhent reductions from .th~ Closin~ Date through the date ofsuch prepayment other than a comriritment rMuction approved byAgent in accordance With the Rfoviso. to. tfie fifst s~fi,tence ()f ~l~u~~ (ii) of subsectioii 3.3C) hall betreated as dr~wnahdoutSt~nding;and.inc,luded in sticllprepayhient. . . ''. '. -, .::::'-. . "~'"',, .. ,. '! . ~--'' ,, \ . . . . ..... 't. ,,, (v} Note Plitchasers and Is8uer 'agree thatany:Ptepayment Amount or Special Prepayffient Amount' pa.y'able pursuant to this stibsectiori 33 or s-Ubsection 8.2 is a 45 US 714858v.23 reasonable estimate of Note Holders' loss in connection with the applicable prepayment and does not constitute a penalty. 3.4 Application of Payments. Any payments under the Note Documents shall be applied in the following order of priority: first, to any Prepayment Amount or Special Prepayment Amount, as applicable, required pursuant to subsection 3.3D, second, to other unpaid fees and expenses reimbursable under the Note Docum(:nts, third, to any outstanding interest then due and payable pursuant to the Notes to the full extent thereof; and fourth, to principal (including all amounts added to principal pursuant to subsection3.2B(iii)) outstanding under the Notes to the full extent thereof 3.5 Taxes. A. Any and all payments on account ofany Obligation shall be made free and clear of and without deduction for any Indemnified Taxes. If for any reason Issuer shall be required to deduct or withhold any Indemnified Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this subsection 3 .5), Agent and each Note Holder receives an amount equal to the sum it would have received had no such deductions been made and (ii) Issuer shall make such deductions or withholdings. Notwithstanding the foregoing, no sums payable shall be increased under clause (i) of the previous sentence to account for any deductions or withholdings with respect to Taxes of a Note Holder, or Agent if such Note Holder or Agent, as the case may be, fails to provide Issuer with any tax forms and documentation required to be provided by it under subsection 3.5E. B. In addition, Issuer shall pay any Indemnified Taxes deducted or withheld or. otherwise payable on account of any Obligatiof!. to the relevant Governmental Authority in accordance with applicable Law, and, ifthe liability for any Indemnified Taxes is imposed on a Note Holder or Agent shall pay such Tax to the relevant Governmental Authority on behalf ofand in the name ofsuch Note Holder or Agent. C. Issuer shall indemriify the Note Holders and Agent, within ten (10) days after written demand therefor, for the full amount of any Indemmfied Taxes paid or payable bysuch Note Holder or Agent, as the case may be, on or.with respect to any payment by or on account of any Obligation (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this subsection 3.5), whether or not such Indemnified 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 Issuer by such Note Holder or Agent, as the case may be, shall be conclusive absent manifest error. D. As soon as practicable after any payment of Indemnified Taxes by Issuer to a Governmental Authority, Issuer shall deliver to Agent 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 Agent. In the event a Note Holder or Agent determines in its sole discretion that it has received a Tax 46 US 774858v.23 refund in respeet of Indemnified Taxes as to which it has been indemnified by Issuer or with respect to which Issuer has paid additional amounts pursuant to subsection 3.5A or 3.SC, such Note Holder or Agent shall refund such amounts to Issuer, less any reasonable costs incurred by such Note Holder or Agent, as the case may be, to recover such amounts and in the administration thereof; provided, thatIssuer, upon the request of such Note Holder or Agent, as the case may be, agrees to repay the amount paid over to Issuer (plus penalties and interest) to such Note Holder or Agent, as the case may be, in the event such Note Holder or Agent, as the case may be, is required to repay such refund to a taxing authority. Nothing herein contained shall (i) interfere with the right ofAgent or any Note Holder to arrange its affairs in whatever manner it thinks fit and, in particular, none of Agent or any Note Holder shall be under any obligation to claim any Tax refund, or (ii) require Agent or any Note Holder to make available its tax returns (or any other information . relating to its Taxes which it 'reasonably deems confidential) to Issuer or any other Person. E. (i) As of the date of this Agreement, the Issuer has not requested that any form.(s) or other documentation be provided by the :Note Holders to substantiate entitlement to an exemption from, or reduction o~ Canadian withholding Taxes on payments made under this Agreement. To the extent any forrtl(s) or other documentation are required to be obtained, as a result of a change in applicable Law (including pursuant to the Tax Act or on the basis of recommendations contained in published administrative statements of the. CRA) after the date of this Agreement, to establish an exemption from, or reduction o~ withholding under the Tax Act, each Note Holder and Agent that is subject to such requirements shall, to the extent it is legally entitled to do so, deliver to Issuer (with a copy to Agent) on or prior to the date of the first payment to be received by such Person after the effective date of such change in applicable Law, two complete and duly executed copies of any stich fonri(s) and associated documentation requested in writing by.the Issuer that are required to be provided under such change in applicable Law. Notwithstanding anything to the contrary il1 the preceding sentence, the completion, executiqn and submission of such fonns or documentation shall not be required if in the Note Holder's reasonable Jqdgment, such completion, execution or submission would subject such Note Holder to arty material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such. Note Holder, including as a result of disclosure of such Note Holder's direct or indirect owners. . (ii) AnyNoteHoldet or Agent;: as the case maybe, that would not be entitled to an exemption from Canadian withholding Tax 01;1 p~ymt:}nts made under this Agreement, the Notes or the other Note Docum~nts Pursuant t()the Ta.; ~cfbut woul4 be entitled to claim an exemption from or reduction ofwithholding under an appUcable income ~ax treaty with Canada with respect topayments l!l~de Wlder thi~ Agreem~t, the Notesan.cithe other Note Documents (as reasonably determined by such Note Haider or Agent, as the case may be) shall, to the extent it is legally entitled to d,... $o, (~) .;d~lJyyr s1.1ch forms or other documentation as are prescribed under applicable Law or reasonably requested on the basis of the. puJ>lished adqpnistrl:\tivt:}. statem~nts of the. C::RA (~I1clu9JJ;Ig, for gt;"eat(;lt,. qenajnty, F onns NR3.Ql, "N'R.302, or~R3Q~ isSue.(hy~e CRA,..~sapplicable, .and, anyreplacem~J;Its!hereto), :(b) promptly. comply with, Jhe .~i:fications. IJ!OVicle4. in ...all