Payment of Consideration

Payment of Consideration. TransAlta shall: (i) no later than the Business Day immediately prior to the sending by Renewables of the Articles of Arrangement to the Director in accordance with Section 2.10, provide, or cause to be provided, to the Depositary sufficient cash to be held in escrow (the terms and conditions of such escrow to be satisfactory to TransAlta and Renewables, each acting reasonably) to satisfy the aggregate Renewables Cash Consideration as provided for in the Plan of Arrangement; and (ii) on the Effective Date, prior to sending the Articles of Arrangement to the Director pending only filing the Articles of Arrangement, deposit, or cause to be deposited, in escrow with the Depositary, to be released in accordance with the Plan of Arrangement for the benefit of and to be held on behalf of the Renewables Shareholders entitled to receive the TransAlta Shares pursuant to the Plan of Arrangement, certificates representing, or other evidence regarding the issuance of, the TransAlta Shares that such Renewables Shareholders are entitled to receive under the Arrangement.